REG - AVANGARDCO INV - Accession Mechanics Update and Reminder <Origin Href="QuoteRef">AVGRq.L</Origin>

Avangardco Investments PublicAnnouncement

07/10/2015 10:10

RNS Number : 5106B
AvangardCo Investments Public Ltd
07 October 2015
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED).
7 October 2015
Avangardco Investments Public Limited UK Scheme of Arrangement
Accession Mechanics Update and Reminder
On 24 September 2015, the High Court of Justice in England and Wales (the "Court") ordered, amongst other things, that Avangardco Investments Public Limited (the "Company") be at liberty to convene a meeting of the Scheme Creditors to be held at 10.00 a.m. (London time) on 22 October 2015 at the offices of Latham & Watkins (London) LLP, 99 Bishopsgate, London, EC2M 3XF for the purpose of considering and, if thought fit, approving with or without modification, the scheme of arrangement (the "Scheme") proposed to be made between the Company and the Scheme Creditors (the "Scheme Meeting") in respect of its US$200 million 10.0% notes due 2015 (ISIN: XS0553088708) (the "Notes") issued under a trust deed dated 29 October 2010. 
Where otherwise undefined, terms used in this press release shall have the meaning given to them in the explanatory statement which is available on the Scheme Website (the "Explanatory Statement").
In a notice sent by the Company to the Scheme Creditors on 28 September 2015, the Company reaffirmed the voting and accession mechanics that are applicable to the Scheme as detailed in the Explanatory Statement.
The Company would like to emphasise to Scheme Creditors that, if they have not already done so, they should request an Accession Code from the Information Agent, D.F. King Ltd (via email to avangard@dfkingltd.com; Subject: Avangard Accession Code Request) as a matter of priority.
The Company would like to inform Scheme Creditors that the requirement to provide the details of the beneficial owner of the Notes in order to receive the Accession Code is at the discretion of the Scheme Creditors and is not mandatory (although the provision of such information will assist with the reconciliation of Accession Deeds and voting instructions).
Receipt by the Scheme Creditors of the Accession Code is an essential step towards ensuring that the Scheme Creditors are eligible to receive the Early Instruction Fee or Late Instruction Fee. After a Scheme Creditor receives an Accession Code it should:
i) include the Accession Code in the Accession Deed, complete the Accession Deed and execute it. Once executed, Scheme Creditors should email the completed Accession Deed to o.yergiyev@avangardco.ua (copy to: avangard@dfkingltd.com and alex.kay@cwt.com); and
ii) deliver electronic voting instructions through the relevant Clearing System by no later than 5.00 p.m. (London time) on 15 October 2015 to be eligible for the Early Instruction Fee, or after 5.p.m (London time) on 15 October 2015 but by no later than 5.00 p.m. (London time) on 20 October to be eligible for the Late Instruction Fee. Scheme Creditors must include the Accession Code in the electronic voting instructions.
The latest version of the Accession Deed is available on the Scheme Website (http://sites.dfkingltd.com/avangard)and is headed "Accession Deed to the Lock-Up Agreement (25 September 2015)".
For further information on the terms of the Scheme please contact UBS Limited and for further information on the voting or accession procedure please contact D.F. King Ltd or review the Explanatory Statement or the document headed "Instructions to Scheme Creditors (24 September 2015)" on the Scheme Website:
UBS Limited as the Scheme Solicitation Agent
1 Finsbury Avenue
London EC2M 2PP
United Kingdom
Tel: +1-203-719-8682 / +44 20756 84601
E-mail: mark-t.watkins@ubs.com / torstein.berteig@ubs.com
Attention: Liability Management Group
D.F. King Ltd as the Information Agent 
Email: avangard@dfkingltd.com
Website: http://sites.dfkingltd.com/avangard
In London:
85 Gresham Street
London, EC2V 7NQ
United Kingdom
Telephone: +44 20 7920 9700
InHong Kong:
Suite 1601, 16/F, Central Tower
28 Queen's Road Central
Hong Kong
Telephone: +852 3953 7230
In New York: 
48 Wall Street, 22nd Floor 
New York, New York 10005 
United States 
Telephone: +1 212 269 5550
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This notice is neither an offer to purchase nor a solicitation of an offer to sell securities. The Scheme is not being made to any person in any jurisdiction in which the making of the Scheme would not be in compliance with the securities or other laws of such jurisdiction. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States, unless registered under the Securities Act or unless an exemption from the registration requirements set forth in the Securities Act applies to them. No public offering of the securities will be made in the United States and the Company does not intend to make any such registration under the Securities Act.
In the United Kingdom, this communication is being distributed only to and is directed only at (a) persons who have professional experience in matters relating to investments falling within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (b) high net worth entities falling within Article 49(2)(a) to (d) of the Order and (c) other persons to whom it may be lawfully communicated (all such persons together being referred to as "relevant persons"). Any person who is not a relevant person should not act or rely on this communication or any of its contents.
Statements contained herein may constitute "forward-looking statements". Forward-looking statements are generally identifiable by the use of the words "may", "will", "should", "aim", "plan", "expect", "anticipate", "estimate", "believe", "intend", "project", "goal" or "target" or the negative of these words or other variations on these words or comparable terminology.
Forward-looking statements involve a number of known and unknown risks, uncertainties and other factors that could cause the Company's or its industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. The Company does not undertake publicly to update or revise any forward-looking statement that may be made herein, whether as a result of new information, future events or otherwise.
No party accepts any responsibility or liability whatsoever for any loss or damage occasioned to any person arising out of the process described in this notice.

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