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INVESTIS EMAIL ALERT - PETROPAVLOVSK PLC



Results of Bondholders Meeting
RNS Number : 7252F
Petropavlovsk PLC
24 February 2015
 



PETROPAVLOVSK PLC

24 February 2015

 

Results of a meeting of the holders of the US$380,000,000 4 per cent Guaranteed Convertible Bonds due 2015 issued by Petropavlovsk 2010 Limited and guaranteed by and immediately exchangeable for ordinary shares of Petropavlovsk PLC (the Guarantor) (of which US$310,500,000 in principal amount remains outstanding) (the Bonds)

 

A meeting of the holders of the Bonds (the Bondholders) was held on 24 February 2015 at 11.00 a.m.

at the offices of Norton Rose Fulbright LLP at 3 More London Riverside, London SE1 2AQ.

The Extraordinary Resolution is set out in the notice of meeting of the Bondholders dated 2 February 2015 which was notified to the Bondholders in accordance with the terms of the trust deed dated 18 February 2010.

 

Notice is hereby given to the Bondholders that the Extraordinary Resolution was duly passed.

Accordingly, the Modifications referred to in the Extraordinary Resolution will be implemented subject to the Effectiveness Condition being satisfied by the Effectiveness Condition Long Stop Date.

 

Further to the exchange offer and consent solicitation memorandum dated 2 February 2015 (the Exchange Offer and Consent Solicitation Memorandum), the Company has received total Cash Underwriting commitments of US$58,012,860 (£38,239,312) and total Voluntary Debt-for-Equity commitments of US$186,333,333 (£122,822,051).

As a result, there will be no Mandatory Debt-for-Equity Exchange and in accordance with the Finalisation of Commitments and Scaling Back Provisions, the Cash Underwriting commitments will be scaled back to US$47,177,625 (£31,097,242), which amount to 81.3 per cent of such commitments received, and the Voluntary Debt-for-Equity commitments will be scaled back to US$158,194,620 (£104,274,352), 84.9 per cent of such commitments received.

The relevant figures in US Dollars have been converted into Sterling at the Foreign Exchange Conversion (rounded to the nearest pound).

 

Unless otherwise defined herein, capitalised terms in this notice have the same meaning as set out in the Exchange Offer and Consent Solicitation Memorandum.

 

Enquiries:

Petropavlovsk PLC

Alya Samokhvalova, Group Head of External Communications,

11 Grosvenor Place, London, SW1X 7HH

Telephone: +44 (0) 20 7201 8900

Email:

 

Bank of America Merrill Lynch

Joint Project Co-Ordinator and Corporate Broker

Simon Davy, Managing Director,

2 King Edward Street, London, EC1A 1HQ

Telephone: +44 (0) 20 7995 3759

Email:

 

Media Contact

Neil Bennett, Chief Executive Officer

Orion House, 5 Upper St Martins Lane, London WC2H 9EA

Telephone: +44 (0) 20 7379 5151

Email:

 

IMPORTANT NOTICE

This notice must be read in conjunction with the Exchange Offer and Consent Solicitation Memorandum.

No offer or invitation to acquire or exchange any securities is being made pursuant to this notice.

 

The Exchange Offer and Consent Solicitation contemplates the securities of a company incorporated under the laws of Jersey and for the securities of a company incorporated under the laws of England and Wales, and is subject to Jersey disclosure requirements and English law disclosure requirements, which are different from those of the United States.

The financial information published by the Guarantor prepared in accordance with International Financial Reporting Standards and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

Any offer of new securities has been or will be made (a) in the United States pursuant to the exemption from (i) the US registration requirements under the Securities Act of 1933 provided by Rule 802 thereunder and (ii) the US tender offer rule requirements under the Securities Exchange Act of 1934 provided by Rule 14d-1(c) thereunder and (b) otherwise in accordance with the requirements of Jersey law and English law.

 

Accordingly, the Exchange Offer and Consent Solicitation will be subject to disclosure and other procedural requirements, including with respect to timetable, that are different from those applicable under US registration requirements and US domestic tender offer procedures and law.

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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