THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS) OR TO ANY OTHER JURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
RE: Alliance Oil Company Ltd.
consent solicitation in respect of its
U.S.$350,000,000 9.875% Guaranteed Notes due 2015
09 February 2015
We refer to the consent solicitation that was launched on 6 February 2015 by Alliance Oil Company Ltd., an exempted company limited by shares incorporated under the laws of Bermuda, in relation to its U.S.$350,000,000 9.875% Guaranteed Notes due 2015 (of which U.S.$350,000,000 are currently outstanding) (ISINs: XS0493579238/US018760AA67) (the "Notes") to approve certain modifications to the terms and conditions of the Notes and the trust deed in respect of the Notes dated 11 March 2010, as amended or supplemented from time to time (the "Consent Solicitation").
Please note that Agent Messages submitted via DTC’s ATOP function represent a consent in favour of
the proposals as described in a consent solicitation memorandum dated 6 February 2015 (the "Memorandum").
Noteholders are strongly advised to read the information contained in the Memorandum carefully before any decision is made with respect to the Consent Solicitation.
All requests for information in relation to the Consent Solicitation (including voting procedures), as well as requests by noteholders for copies of the Memorandum, should be directed to:
The Solicitation Agent:
VTB Capital plc
London EC3V 3ND
telephone: +44 20 3334 8029
The Tabulation Agent:
Lucid Issuer Services Limited
436 Essex Road
London N1 3QP
telephone: +44 207 704 0880
This announcement does not constitute an invitation to participate in the Consent Solicitation and does not constitute an offer to buy or the solicitation of an offer to sell securities in in any other jurisdiction in which such offer or solicitation would be unlawful.
The Consent Solicitation and this announcement have not been, and will not be, registered under the U.S. Securities Act of 1933 or under the securities laws of any state or other jurisdiction of the United States and are not directed at any person within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with applicable laws of any state or other jurisdiction of the United States.
The communication of this announcement or the Memorandum and any other documents or materials relating to the Consent Solicitation is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")) or persons who are within Article 43 of the Order or any other persons to whom it may otherwise lawfully be made under the Order.
Nothing in this announcement or the Memorandum is an offering of securities in the terms of Article 51.1 of the Law of the Russian Federation No. 39-FZ "On the Securities Market" dated 22 April 1996 (as amended). Nothing in this announcement or the Memorandum shall constitute, or be interpreted as, offering or advertising of securities, or shall be deemed contemplating placing or circulation of securities in the Russian Federation under applicable Russian laws.
None of the Issuer, the Solicitation Agent, the Tabulation Agent and BNY Mellon Corporate Trustee Services Limited (the "Trustee") (nor any person related to such entities) makes any recommendation as to whether or not Noteholders should participate in the Consent Solicitation.
This announcement must be read in conjunction with the Memorandum. This announcement and the Memorandum contain important information which should be read carefully before any decision is made in relation to the Consent Solicitation. This announcement does not describe all the material terms of the Consent Solicitation and no decision should be made by any Noteholder on the basis of this announcement. The complete terms and conditions of the Consent Solicitation are as described in the Memorandum.
If any Noteholder is in any doubt as to the action it should take, it is recommended to seek its own financial and legal advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant, independent financial adviser authorised under the Financial Services and Markets Act 2000 (if in the United Kingdom) or other appropriately authorised financial advisor. Any individual or company whose Notes are held on its behalf by a broker, dealer, Consent Solicitation, custodian, trust company or other nominee must contact such entity if it wishes to participate in the Consent Solicitation.
The distribution of the Memorandum and this announcement in certain jurisdictions may be restricted by law. Persons into whose possession either Memorandum comes are required by the Issuer, the Solicitation Agent, the Tabulation Agent and the Trustee to inform themselves about, and to observe, any such restrictions.