REG - Alliance Oil Company - Further Amendments to Consent Solicitation

Bank Of New York MellonAnnouncement

21/04/2020 17:35

RNS Number : 4001K
  
Alliance Oil Company Ltd
  
21 April 2020
  
 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Alliance Oil Company Ltd. (the "Issuer")

announces amendments to the invitation for offers to sell for cash and consent solicitation in respect of its U.S.$500,000,000 7.000% Guaranteed Notes due 2020 (ISINs: XS0925043100/ US018760AB41) (the "Notes")
21 April 2020
On 3 April 2020, the Issuer announced the invitation to the holders of the Notes to participate in the Invitation or the Consent Solicitation (together, the "Offer") on the terms and conditions described in the tender offer and consent solicitation memorandum dated 3 April 2020, as amended by the announcement published on 17 April 2020 (the "Memorandum"), and published the Notice of Meeting for the purpose of considering and, if thought fit, passing Extraordinary Resolution approving the Proposal. Except as described in this announcement, the other terms of the Offer as set forth in the Memorandum remain unchanged. Capitalised terms used but not defined in this announcement shall have the meanings given to such terms in the Memorandum. 
Amendments to the Invitation and Consent Solicitation deadlines
The Issuer wishes to extend certain of the deadlines referred to in the Memorandum and, accordingly, all references to the Early Consent Deadline, the Final Consent Deadline and the Withdrawal Deadline in the Memorandum shall be extended to 10:00 a.m., New York time (3:00 p.m. London time), on 24 April 2020 (the "Consent Deadline"). The DTC Record Date for the purposes of Voting Instructions will, therefore, change to 5:00 p.m., New York time on 23 April 2020 and the announcement of the whether the Maximum Tender Amount has been reached will be made on 24 April. 
The Issuer has also decided to pay on the Settlement Date the same consent fee in the amount of U.S.$12.50 per U.S.$1,000 in principal amount of the Notes in relation to which the relevant Consents have been validly delivered to (i) Noteholders whose Consents remain validly delivered at the Consent Deadline and (ii) Noteholders who attend and vote at the Meeting in favour of the Extraordinary Resolution, in each case subject to the Extraordinary Resolution being duly passed and satisfaction or waiver of the Financing Condition. 
The tender consideration for Noteholders who validly tender their Notes pursuant to the Invitation at or prior to the Consent Deadline or the Late Tender Instruction after the Consent Deadline and at or prior to the Expiration Date and do not validly withdraw or revoke such Notes will be U.S.$1,000 per U.S.$1,000 principal amount of the Notes accepted for purchase by the Issuer, subject to the Maximum Tender Amount and any applicable proration, subject to the Extraordinary Resolution being duly passed and satisfaction or waiver of the Financing Condition. 
If at the Consent Deadline, the aggregate principal amount of Notes validly tendered and not validly withdrawn by Noteholders pursuant to the Tender would exceed the Maximum Tender Amount, the Issuer will not accept any Notes validly tendered by Noteholders after the Consent Deadline pursuant to the Late Tender Instructions. Acceptance of Notes tendered pursuant to the Invitation and Late Tender Instructions may be subject to proration, as described in the Memorandum. 
Details of Meeting
The Issuer further announces certain amendments concerning the holding of the Meeting in relation to the Consent Solicitation. As specified in the Memorandum and Notice of Meeting, in the light of the ongoing developments in relation to Coronavirus (Covid 19), it may become impossible or inadvisable to hold the Meeting at the offices of White & Case LLP.  
Taking into account the current situation in relation to Coronavirus (Covid 19) and existing restrictive measures imposed by the UK Government (including restrictions on public gatherings) which will last until after the date of the Meeting, the Issuer has determined that it will not be possible to hold the Meeting at the offices of White & Case LLP.   Such offices will be closed on the date of the Meeting and parties looking to attend the Meeting in person at the offices of White & Case LLP will not be granted access to the premises. Accordingly, the Issuer has determined that the Meeting will be held by way of teleconference on the date and at the time specified in the Notice of Meeting (the "Teleconference Meeting").
As specified in the Notice of Meeting, in the event it becomes impossible to hold the Meeting at the offices of White & Case, subject to all other provisions in the Trust Deed, the Trustee may prescribe further regulations regarding the holding of the Meeting and attendance and voting at it as it in its sole discretion determines. 
Noteholders are encouraged to vote in relation to the Extraordinary Resolution by way of submitting their Tender Instructions or Voting Instructions via the Clearing Systems as further described in "Procedures for Participating in the Offer" of the Memorandum. Noteholders who have requested or who request that their votes are included in a Tender Instruction or an electronic Voting Instruction in accordance with the procedures set out in the Memorandum and the Notice of Meeting and within the deadlines specified therein will be unaffected by this announcement and will not be or are not requested to take any further action.  Their Notes will be voted by the duly appointed proxy in accordance with such instructions during the Teleconference Meeting.  
Those Noteholders who wish to attend the Teleconference Meeting should continue to follow the procedure for appointment of a sub-proxy or proxy, as the case may be, set out in "Procedures for Noteholders who wish to vote against the Extraordinary Resolution or attend the Meeting and vote in person" of the Notice of Meeting. In particular, each Beneficial Owner of the Notes held through DTC should arrange through the DTC Direct Participant through whom they hold their interest in the Notes or DTC in accordance with their respective procedures to be appointed as a proxy or sub-proxy. Beneficial Owners of the Notes held through Euroclear and Clearstream should contact the relevant Clearing System to make arrangements for a person voting on their behalf to be appointed as a proxy by the Registered Holder in respect of the Notes in which they have an interest. Proxies and sub-proxies duly appointed in accordance with such procedures and within the deadlines stipulated in the Notice of Meeting will be able to participate in and vote at the Teleconference Meeting.
 
Such proxies and sub-proxies should contact the Tender Agent whose contact details are set out on the last page of this announcement and will be provided ahead of the Teleconference Meeting with further details by the Tender Agent and/or the chairman of the Meeting for attending the  Teleconference Meeting and communicating their votes during the Teleconference Meeting. 
Noteholders are advised to read carefully the Memorandum, as amended by this announcement, for full details of, and information in relation to, the procedures for participating in the Offer.
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 Issuer and Tender Agent whose contact details are set out on the last page of this announcement.
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, 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 Structuring Advisor, the Tender Agent and the Trustee (nor any person related to such entities) makes any recommendation as to whether or not Noteholders should participate in the Offer.
For the avoidance of doubt, the Trustee has not been involved in formulating the Memorandum or this announcement and expresses no opinion on the merits (or otherwise) of the Offer or this announcement. The Trustee is not responsible for the accuracy, completeness, validity or correctness of the information contained in the Memorandum or this announcement.
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.
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 Structuring Advisor, the Tender Agent and the Trustee to inform themselves about, and to observe, any such restrictions.
 
 
 
 
 
 
 
THE ISSUER
Alliance Oil Company Ltd.

Clarendon House

2 Church Street

Hamilton HM 11

Bermuda
Email: eurobonds@allianceoilco.com
TRUSTEE
BNY Mellon Corporate Trustee Services Limited

One Canada Square

London E14 5AL

United Kingdom
PRINCIPAL PAYING AGENT
The Bank of New York Mellon, London Branch

One Canada Square

London  E14 5AL

United Kingdom
STRUCTURING ADVISOR
CREDIT BANK OF MOSCOW (public joint-stock company)

Lukov pereulok, 2 bld. 1

107045

Moscow

Russia
TENDER AGENT
Lucid Issuer Services Limited

Tankerton Works

12 Argyle Walk

London WC1H 8HA

United Kingdom
 

Attention: David Shilson

Telephone: +44 20 7704 0880

Email: allianceoil@lucid-is.com
 
LEGAL ADVISERS TO THE ISSUER




As to English law
White & Case LLP

5 Old Broad St

Cornhill, London

 EC2N 1DW

United Kingdom
 


As to Bermuda law
Appleby (Bermuda) Limited

Canon's Court

22 Victoria Street

PO Box HM 1179

Hamilton HM CX

Bermuda




LEGAL ADVISER TO THE TRUSTEE
As to English law 
Linklaters LLP

One Silk Street

EC2Y 8HQ

London

United Kingdom
 
 
This announcement has been issued through the Companies Announcement Service of Euronext Dublin.


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