LONDON--(BUSINESS WIRE)--
RE: Alliance Oil Company Ltd.
invitation for offers to sell for cash and consent solicitation
in respect of its U.S.$350,000,000 9.875% Guaranteed Notes due 2015
27 February 2015
On 13 February 2015, Alliance Oil Company Ltd., an exempted company limited by shares incorporated under the laws of Bermuda (the "Issuer"), announced an invitation to the holders (the "Noteholders") of 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 submit offers to sell for cash any and all Notes, subject to the acceptance ratio, and to provide their Consents (as defined below) (the "Invitation") and to approve by an extraordinary resolution of the Noteholders (the "Extraordinary Resolution") pursuant to the Trust Deed dated 11 March 2010, as amended or supplemented from time to time (the "Consent"), certain modifications to the terms and conditions of the Notes and the Trust Deed (the "Consent Solicitation" and, together with the Invitation, the "Offer") in respect of the Notes.
Capitalised terms used but not defined in this announcement shall have the meanings given to such terms in the tender offer and consent solicitation memorandum dated 13 February 2015 (the "Memorandum"). In order to accommodate internal approvals timeframe for certain Noteholders, the Issuer changes (i) the Early Consent Deadline from 5 p.m., New York time, on 27 February 2015 to 5 p.m., New York time, on 3 March 2015 and (ii) the Withdrawal Deadline from 5 p.m., New York time, on 27 February 2015 to 5 p.m., New York time, on 3 March 2015.
The Issuer also would like to address the questions received from certain Noteholders. The Issuer represents and undertake to the Noteholders to:
- timely pay in full interest on the Notes due for the period from 11 September 2014 to 11 March 2015 on 11 March 2015 in accordance with Condition 5 of the Notes notwithstanding any grace period granted in Condition 9(a) of the Notes;
- not accept any waiver of Default or Event of Default potentially to be provided by the Extraordinary Resolution in respect of its failure to pay interest with respect to the Notes due on 11 March 2015;
- purchase all Notes, validly tendered and not validly withdrawn, subject to the relevant tender acceptance ratio, in accordance with the terms of the Invitation on the terms no less economically favourable to Noteholders than those originally specified in the Memorandum, if the Extraordinary Resolution is duly passed; and
- enter into the Supplemental Trust Deed amending Conditions of the Notes and the Trust Deed referred to in the Extraordinary Resolution only if it has paid in full (i) interest on the Notes due for the period from 11 September 2014 to 11 March 2015 on 11 March 2015 (notwithstanding any grace period specified in Condition 9(a) of the Notes) and (ii) (A) the Tender Consideration, (B) the Accrued Interest Payment and (C) either the Early Consent Fee or the Late Consent Fee (depending on the time when the Notes were validly tendered), where in each case payment is made on or prior to 18 March 2015 (or such later date to be separately announced by the Issuer if the Meeting is adjourned) and on the terms no less economically favourable to Noteholders than those originally specified in the Memorandum.
Noteholders can rely on these representations and undertakings when providing their Consents.
Noteholders are strongly advised to read the information contained in the Memorandum (as amended hereby) carefully before any decision is made with respect to the Offer.
In accordance with normal practice, the Trustee expresses no opinion on the merits or content of this announcement or the Offer or the Extraordinary Resolution. The Trustee has not been involved in the formulation or negotiation of the Offer. The Trustee makes no recommendation to Noteholders as to whether or not to agree to the Proposal and to vote in favour of the Extraordinary Resolution. The Trustee recommends that Noteholders who are unsure of the consequences of participating in the Offer and/or voting in respect of the Extraordinary Resolution should seek their own independent legal, tax and financial advice.
FURTHER INFORMATION
All requests for information in relation to the Offer (including tendering and voting procedures), as well as requests by Noteholders for copies of the Memorandum, should be directed to:
The Dealer Manager and Solicitation Agent:
VTB Capital plc
14 Cornhill
London EC3V 3ND
United Kingdom
telephone: +44 20 3334 8029
email: vtb.dcm@vtbcapital.com
or
The Tender Agent:
Lucid Issuer Services Limited
436 Essex Road
London N1 3QP
United Kingdom
telephone: +44 207 704 0880
email: allianceoil@lucid-is.com
This announcement does not constitute an invitation to participate in the Offer 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 Invitation, 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 Offer 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 Dealer Manager and Solicitation Agent, the Tender 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 Offer.
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 Offer. This announcement does not describe all the material terms of the Offer and no decision should be made by any Noteholder on the basis of this announcement. The complete terms and conditions of the Offer are as described in the Memorandum (as amended hereby).
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, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the Offer.
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 Dealer Manager and Solicitation Agent, the Tender Agent and the Trustee to inform themselves about, and to observe, any such restrictions.