Notice of Results - Tender Offer
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NOT FOR DISTRIBUTION TO ANY UNITED STATES PERSON
This announcement does not constitute an invitation to participate in the Invitation to Tender (as defined herein) in or from any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such offer under applicable securities laws or otherwise. The distribution of this announcement in certain jurisdictions (in particular, the United States, the United Kingdom, Italy, France and Belgium) may be restricted by law. Persons into whose possession this announcement comes are required by Agroton Public Limited to inform themselves about, and to observe, any such restrictions. No action that would permit a public offer has been or will be taken in any jurisdiction by Agroton Public Limited.
AGROTON PUBLIC LIMITED
3 November 2016
AGROTON PUBLIC LIMITED ANNOUNCES PRICING AND FINAL RESULTS OF THE INVITATION TO TENDER IN RESPECT OF THE US$50,000,000 12.50 PER CENT. NOTES DUE 2019 WITH INTEREST RATE STEP DOWN TO 6.00 PER CENT. IN 2013 WITH ISIN: XS0627994477 AND COMMON CODE: 062799447
On 26 October 2016, Agroton Public Limited (the "Company") announced an invitation to the holders ("Noteholders") of its US$50,000,000 12.50 per cent. Notes due 2019 with interest rate step down to 6.00 per cent. in 2013 with ISIN: XS0627994477 and Common Code: 062799447 (the "Notes") to tender Notes for repurchase by the Company for cash (the "Invitation to Tender"). The Invitation to Tender was made upon the terms and subject to the conditions contained in the tender offer memorandum dated 26 October 2016 (the "Tender Offer Memorandum") prepared in connection with the Invitation to Tender, and is subject to the offer and distribution restrictions set out below. Capitalised terms used in this announcement and not otherwise defined have the meanings ascribed to them in the Invitation to Tender.
Following the expiration of the Invitation to Tender at 4.00 PM (London time) on 2 November 2016, the Company is pleased to announce that it has accepted for purchase US$10,000,000 in aggregate principal amount of the Notes at the Purchase Price of 30 per cent. of the principal amount of the Notes tendered plus accrued and unpaid interest. For the avoidance of doubt, the interest will be paid for the period from 14 January 2013 and not from 14 July 2016 as indicated in the Tender Offer Memorandum to (but excluding) the Settlement Date. All Notes tendered at the Purchase Amount have been accepted in full and will be tendered for cancellation by the Company.
In addition, the Company hereby announces that US$22,100,000 in aggregate principal amount of the Notes previously purchased by the Company will also be cancelled.
Upon settlement of the Invitation to Tender and cancelation of the previously purchased Notes, US$7,550,000 in aggregate principal amount of the Notes will remain outstanding.
The applicable Purchase Amount, together with accrued but unpaid interest for the Notes, will be paid to Holders whose Notes have been accepted for purchase by the Company. Settlement of the Invitation to Tender is expected to occur on 8 November 2016.
Further Information
The Invitation to Tender is described in full in the Tender Offer Memorandum which is available for collection from the Tender Agent and Tabulation Agent.
Requests for information in relation to the Invitation to Tender should be directed to:
Issuer Agroton Public Limited 1 Lampousas Street CY-1095 Nicosia Cyprus
Tel: + 380501682493 Attention: Natalia Zinkevich Email: orlova@agroton.com.ua
Requests for copies of the Tender Offer Memorandum, for information in relation to the procedures for tendering Notes in the Invitation to Tender and the submission of Tender Instructions should be directed to:
Tender Agent and Tabulation Agent The Bank of New York Mellon, London Branch One Canada Square London, E14 5AL United Kingdom
Tel: +44 1202 689644 Fax: +44 20 7964 2536 Attention: Debt Restructuring Services Email: debtrestructuring@bnymellon.com |