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Bank “Finance and Credit” announces exchange offer and consent solicitation via VTB Сapital

November 27, 2013 | businesswire.com

Public Joint Stock Company “Bank “Finance and Credit” (the “Borrower”), on behalf of Finance & Credit Ukraine B.V. (the “Issuer”) hereby invites the holders (the “Noteholders”) of the outstanding US$95,000,000 10.5% Loan Participation Notes due 2014 (ISIN: XS0275465879) (the “Notes”) to offer to exchange (the “Exchange Offer”) any or all of their outstanding Notes for a combination of cash and newly issued US$ Denominated 9.125% Loan Participation Notes due 2019 (the “New Notes”).

Concurrently with the Exchange Offer, the Issuer is soliciting consents (the “Consent Solicitation”) to certain proposed amendments (the “Proposed Amendments”) to the trust deed and terms and conditions of the Notes, by extraordinary resolution, to provide for early redemption of the Notes by the Issuer. The early redemption would be settled by the Issuer by the issue of New Notes. The terms of the Exchange Offer and the Consent Solicitation (together, the “Offer”) are set-out in an exchange offer and consent solicitation memorandum dated the date hereof (the “Exchange Offer and Consent Solicitation Memorandum”). Capitalised terms used but not otherwise defined in this announcement shall have the meanings given to them in the Exchange Offer and Consent Solicitation Memorandum.

Exchange Offer Consideration

Subject to the minimum denomination requirements with respect to the Notes and the New Notes, as applicable, Noteholders who validly offer their Notes for exchange on or prior to the Expiration Deadline will receive for every US$1,000 of Notes (representing an economic value on maturity of US$950 of Notes following the application of a pool factor of 0.95 by the clearing systems): (i) the relevant New Notes Amount and (ii) the relevant Cash Amount (together, the “Exchange Consideration”). For the avoidance of doubt, no Noteholder shall receive, in aggregate, a combination of cash and New Notes that exceeds the relevant Noteholder’s aggregate nominal amount of Notes validly offered for exchange prior to the Expiration Deadline.

Cash Amount

The Borrower (on behalf of the Issuer) offers each Noteholder who validly offers Notes for exchange prior to the Expiration Deadline a pro rata share in a US$5 million cash payment (including accrued interest on Notes purchased for such cash payment) to be paid, subject to the conditions set out herein and the Effectiveness Conditions, by or on behalf of the Borrower (on behalf of the Issuer) on the Settlement Date to the relevant Clearing System for onward payment to each relevant Noteholder in respect of such Noteholder’s Notes accepted for exchange, such amount being payable in US Dollars and equal to:

A/B x C

where:

A = 5,000,000, minus accrued interest on the nominal aggregate amount of Notes validly offered for exchange by exchanging Noteholders from and including 25 July 2013 to but excluding the Settlement Date;

B = the nominal aggregate amount of Notes validly offered for exchange by all Noteholders prior to the Expiration Deadline; and

C = the total nominal aggregate amount of Notes validly offered for exchange by the relevant Noteholder prior to the Expiration Deadline.

If the Cash Amount for any relevant Noteholder is less than an integral multiple of US$950, each such Noteholder’s Cash Amount shall be rounded down to the nearest US$950.

New Notes Amount

The Borrower (on behalf of the Issuer) offers New Notes to each Noteholder who validly offers Notes for exchange prior to the Expiration Deadline. Subject to the conditions set out herein and the Effectiveness Conditions, each relevant Noteholder shall receive New Notes equal to:

X/Y x Z

where:

X = the nominal aggregate amount of Notes validly offered for exchange by all Noteholders prior to the Expiration Date less US$5 million, minus accrued interest on the nominal aggregate amount of Notes validly offered for exchange by exchanging Noteholders from and including 25 July 2013 to but excluding the Settlement Date;

Y = the nominal aggregate amount of Notes validly offered for exchange by all Noteholders; and

Z = the nominal aggregate amount of Notes validly offered for exchange by the relevant Noteholder prior to the Expiration Deadline.

If the New Notes Amount for any relevant Noteholder is less than an integral multiple of US$950, then each such Noteholder’s New Notes Amount shall be rounded up to the nearest US$950.

Consent Solicitation

Concurrently with the Exchange Offer, the Borrower, on behalf of the Issuer, is soliciting Consents from Noteholders to approve the Proposed Amendments. The offer by Noteholders to exchange Notes in the Exchange Offer will be deemed to constitute delivery of Consents related to such Notes.

If the Extraordinary Resolution is passed by the Noteholders and/or any Notes are validly offered for exchange by Noteholders pursuant to the Exchange Offer, they will be subject to certain conditions (the “Effectiveness Conditions”). In case the Effectiveness Conditions are not satisfied, then the Proposed Amendments shall not take effect and the Exchange Offer will not be completed.

The Proposed Amendments will, inter alia, permit the Borrower, on behalf of the Issuer, to redeem any Notes not exchanged as part of the Exchange Offer, on the Settlement Date, for New Notes such that each applicable Noteholder receives, for every US$1,000 of Notes (representing an economic value on maturity of US$950 of Notes following the application of a pool factor of 0.95 by the clearing systems), US$950 principal amount of New Notes (the “Consent Consideration”) and to cancel such redeemed Notes, provided that if the principal amount of the Consent Consideration is less than an integral multiple of US$950, then each such Noteholder’s Consent Consideration shall be rounded up to the nearest US$950.

Issue: Bank Finance and Credit, 10.50% 25jan2014, USD

StatusCountry of riskMaturity (option)AmountIssue ratings (M/S&P/F)
redeemedUkraine01/25/201495,000,000 USDWithdrawn/-/-

Company: Bank Finance and Credit

Full company nameFinance and Credit Bank, Public company
Country of riskUkraine
IndustryBanks

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