REG - Ukraine(StateRd Agn) - Notice of Written Resolution

Bank Of New York MellonAnnouncement

28/07/2022 18:30

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RNS Number : 1566U  Ukraine (State Road Agency of)  28 July 2022

State Road Agency of UKRAINE (Ukravtodor)

(the "Issuer")

MULTIPLE SERIES TWO LIMB WRITTEN RESOLUTION OF HOLDERS

(the "Written Resolution")

of its outstanding

U.S.$700,000,000 6.250 per cent. Guaranteed Amortising Notes due 2028
(Regulation S ISIN: XS2357277149, Common Code: 235727714; Rule 144A ISIN:
US857329AA47, CUSIP: 857329AA4)

(the "Notes")

To:      UKRAVTODOR

           9 Fizkultury Street

           Kyiv, 03150

           Ukraine

 

The Bank of New York Mellon, London Branch (the "Fiscal Agent")

One Canada Square

London E14 5AL

United Kingdom

 

We refer to the Notes issued subject to and with the benefit of the agency
agreement dated 24 June 2021 between Ukravtodor, The Bank of New York Mellon
SA/NV, Dublin Branch (the "Registrar") and the Bank of New York Mellon, London
Branch (the "Fiscal Agent", "Principal Paying Agent", and "Transfer Agent")
(the "Agency Agreement"). Capitalised terms used but not defined herein shall,
unless the context otherwise requires, have the meanings set out in the terms
and conditions of the Notes as set out in Schedule 5 to the Agency Agreement
(the "Conditions") or the consent solicitation memorandum prepared by the
Issuer dated 28 July 2022 relating to the Notes, as supplemented from time to
time (the "Consent Solicitation Memorandum") (as applicable).

The Issuer has requested that the Holders consent to the Proposed
Modifications, in accordance with the terms of the Consent Solicitation
described in the Consent Solicitation Memorandum.

General

The Notes are represented by global certificates.  The unrestricted global
certificate is deposited with the common depositary for and on behalf of
Euroclear ("Euroclear") and Clearstream Banking, S.A. ("Clearstream") and is
registered in the name of The Bank of New York Depository (Nominees) Limited
as nominee for the common depositary. The restricted global certificate is
deposited with a custodian for, and registered in the name of, Cede & Co.
as nominee of, the Depository Trust Company ("DTC" and together with Euroclear
and Clearstream, the "Clearing Systems"). For the purposes of this Written
Resolution, a "Holder" shall be deemed to include holders and beneficial
owners of the Notes in the books of the Clearing Systems.

In the context of managing Ukraine's public external debt obligations,
Ukraine, the guarantor of the Notes, is separately seeking the consent of
holders of its outstanding Eurobonds (the "Eurobonds"), pursuant to a separate
consent solicitation (the "Eurobond Consent Solicitation") to certain proposed
modifications to the terms and conditions of the Eurobonds (the "Eurobond
Proposed Modifications"). Condition 12(a)(ix) of the Notes allows for the
Notes to be aggregated with other debt securities of Ukraine, the guarantor of
the Notes, for purposes of passing the Written Resolution. Pursuant to
Condition 12(a)(ix) of the Conditions, the consents of holders of the
Eurobonds shall be counted for the purposes of determining whether the
Requisite Consents have been reached in relation to the Written Resolution of
the Issuer, provided that the relevant Eurobond requisite consents have been
reached in relation to the Eurobond Proposed Modifications and such Eurobond
Proposed Modifications have become effective as further described in the
consent solicitation memorandum dated 20 July 2022, as amended on 22 July 2022
in respect of the Eurobond Consent Solicitation.

The Proposed Modifications will become effective with respect to the Notes
only if (i) valid Consents from (x) holders of at least 66⅔ per cent. of the
aggregate principal amount of all the Eurobonds and Securities outstanding at
the Record Date (taken in aggregate) and (y) Holders of more than 50 per cent.
of the aggregate principal amount of the Securities outstanding at the Record
Date, subject to re-designation (as set forth below), have been validly
delivered and accepted pursuant to the terms of the Consent Solicitation
Memorandum, (ii) the Eligibility Condition has been satisfied, and (iii) the
other conditions described in this Consent Solicitation Memorandum have been
either satisfied or waived by Ukravtodor (in its sole discretion), and (iv)
upon execution of the Amendment Documents in accordance with Condition 12(d)
(Multiple Series Aggregation - Two limb voting) of the Conditions.

Overview Presentation

Ukravtodor, in conjunction with Ukraine, has prepared an overview of the
Consent Solicitation, the Eurobond Consent Solicitation and the GDP-linked
Securities Consent Solicitation (the "Overview Presentation"). The Overview
Presentation is available on the Consent Website operated by the Information
and Tabulation Agent.

Documents Available for Inspection

Copies of the documents set out below may be inspected by Holders at the
offices of the Information and Tabulation Agent specified herein at any time
during normal business hours on any weekday (Saturdays, Sundays and bank and
other public holidays excepted) upon reasonable request or may be provided by
email to a Holder following their prior written request to the Information and
Tabulation Agent and provision of proof of holding and identity (in a form
satisfactory to the Information and Tabulation Agent).

Holders may also inspect copies of the documents set out below on the Consent
Website: https://projects.morrowsodali.com/Ukravtodor
(https://projects.morrowsodali.com/Ukravtodor) .

·    the Consent Solicitation Memorandum;

·    the Agency Agreement;

·    the Deed of Covenant;

·    the Deed of Guarantee;

·    the forms of the Amendment Documents;

·    the Overview Presentation; and

·    this Notice of Written Resolution.

MULTIPLE SERIES TWO LIMB WRITTEN RESOLUTION

On behalf of Holder(s) holding the aggregate principal amount specified above
of the Notes for the time being outstanding, we hereby resolve, confirm and
instruct the Issuer and the Fiscal Agent, the Principal Paying Agent and the
Registrar, (in reliance on the instructions received through the Clearing
Systems) that, subject to the Requisite Consents for the Notes having been
received and the Eligibility Condition having been satisfied, the Holders:

1.   assent to and approve, unconditionally and irrevocably, the proposed
modifications to the Conditions and entry by the Issuer into the First
Supplemental Agency Agreement in the form set out on
https://projects.morrowsodali.com/Ukravtodor
(https://projects.morrowsodali.com/Ukravtodor) , so as to take effect as of
the Effective Date:

a.       To insert the following paragraphs (a) and (b) in Condition 4
(Interest) immediately prior to the sentence commencing "Interest will be paid
subject…", and the remaining text of Condition (4) (Interest) shall be a new
paragraph (c) of Condition (4) (Interest):

"(a)      Notwithstanding the foregoing, any interest payment not paid on
any Interest Payment Date falling during the Deferral Period shall be deferred
and shall itself bear interest at the Rate of Interest and, for so long as the
same remains unpaid, such deferred interest (together with the interest
accrued thereon) shall constitute "Deferred Interest". Any Deferred Interest
shall be due and payable on the Deferred Interest Payment Date (as defined
below) without any grace period applicable thereafter, provided that the
Issuer has the right to (i) upon not less than 15 nor more than 30 days' prior
notice to the Noteholders in accordance with Condition 14 (Notices), partially
prepay the Deferred Interest on the Notes at any time during the Deferral
Period and (ii) instead of paying the Deferred Interest on the Deferred
Interest Payment Date, on and effective as of such date and as further
described in Condition 4(b) below, increase the aggregate principal amount of
the Notes outstanding through the issuance of further Notes in the amount
equal to the remaining Deferred Interest (the "Additional Notes"), following
which the Notes will bear interest at the Rate of Interest on such increased
aggregate principal amount from and including the Deferred Interest Payment
Date and the Issuer's obligation to pay the Deferred Interest shall be deemed
to be discharged. The deferral of interest payments in accordance with this
Condition 4 shall not constitute an Event of Default by the Issuer for the
purposes of these Conditions, the Agency Agreement or for any other purpose.
Calculations of the Deferred Interest shall be made solely by the Principal
Paying Agent.

(b)     If the Issuer elects to issue the Additional Notes as described in
Condition 4(a) above, then no later than three business days prior to the
Deferred Interest Payment Date, the Issuer shall deliver an irrevocable notice
to the Fiscal Agent, the Registrar and the Noteholders in accordance with
Condition 14 (Notices), specifying the amount of Deferred Interest to be
settled by issuance of Additional Notes which amount shall correspond to the
aggregate principal amount of any Additional Notes to be issued by the Issuer
on the Deferred Interest Payment Date. In this event, on the Deferred Interest
Payment Date:

(i) the Issuer shall issue the Additional Notes having an aggregate principal
amount equal to the remaining Deferred Interest. So long as the Notes are
represented by Note Certificates, Note Certificates dated as of the Deferred
Interest Payment Date, shall be issued to Noteholders in respect of such
Additional Notes in an aggregate principal amount equal to the amount of the
Deferred Interest (rounded down to the nearest U.S.$1.00);

(ii) the Issuer shall execute an amended and restated deed of covenant,
substantially in the form of the Deed of Covenant (as amended or supplemented)
except that it shall reflect the principal amount of the Notes as increased by
the issuance of the Additional Notes;

(iii) the Issuer shall procure that the Guarantor execute an amended and
restated deed of guarantee, substantially in the form of the Deed of Guarantee
(as amended or supplemented) except that it shall reflect the principal amount
of the Notes as increased by the issuance of the Additional Notes;

(iv) the "authorised denomination" (as defined in Condition 1(a) (Form and
denomination)) shall be amended to U.S.$200,000 and integral multiples of
U.S.$1.00 in excess thereof, provided that while the Notes may only be traded
in authorised denominations, for the purposes of the relevant clearing systems
the denominations are considered as U.S.$1.00. For the avoidance of doubt, the
relevant clearing systems are not required to monitor or enforce the
authorised denomination; and

(v) all references in these Conditions to "principal" of the Notes shall be
deemed to include the principal amount of the Notes as increased by the
issuance of the Additional Notes.

So long as the Notes are represented by the Global Notes, in the event that
the Issuer elects to issue the Additional Notes as described in Conditions
4(a) and (b) above, the relevant Global Note shall be annotated to take
account of such issuance of Additional Notes by increasing the aggregate
principal amount of the outstanding Global Notes, effective as of the Deferred
Interest Payment Date, by an amount equal to the amount of the remaining
Deferred Interest as of the Deferred Interest Payment Date (rounded up to the
nearest U.S.$1.00).

In these Conditions:

"Deferral Period" means the period commencing on (and including) 24 December
2022 and ending on (but excluding) (i) 24 December 2024, or (ii) any earlier
date notified by the Issuer to Noteholders with not less than 15 nor more than
30 days' prior notice in accordance with Condition 14 (Notices) on which the
Deferred Interest is paid in full in relation to the Notes (each such date,
the "Deferred Interest Payment Date")."

b.       To replace Condition 5(a) (Amortisation and Final Redemption)
with the following:

"Condition 5(a) (Amortisation and Final Redemption)

Unless previously redeemed, or purchased and cancelled, the Notes will be
redeemed in four equal instalments on each amortisation date specified in
column (A) in the table below (each, an "Amortisation Date"). Each authorised
denomination of U.S.$1,000 of the Notes shall be redeemed at the related
amortisation amount specified in column (B) in the table below (each, an
"Amortisation Amount"), payable as provided in Condition 6 (Payments). The
outstanding principal amount of each authorised denomination of U.S.$1,000 of
the Notes shall be reduced by the Amortisation Amount so paid by the Issuer on
the relevant Amortisation Date for all purposes with effect from such payment
on the relevant Amortisation Date such that the outstanding principal amount
of each authorised denomination of U.S.$1,000 of the Notes following such
payment shall be as specified in column (C) in the table below. If payment of
the relevant Amortisation Amount is improperly withheld or refused in respect
of a Note, the relevant principal amount of such Note will remain outstanding
until whichever is the earlier of (i) the day on which payment in full of such
portion of outstanding principal is received by or on behalf of the relevant
Noteholder and (ii) the day which is seven days after the Fiscal Agent has
notified the Noteholders in accordance with Condition 14 (Notices) that it has
received all sums due in respect of the Notes up to such seventh day (except
to the extent that there is any subsequent default in payment). The Notes
shall be finally redeemed at their final Amortisation Amount on 24 June 2030
(the "Maturity Date"). Notwithstanding the foregoing, if the Issuer elects to
issue the Additional Notes as described in Condition 4(a) (Interest), (i) all
references in this Condition 5(a), including in the table below, to (i)
"U.S.$1,000" shall be amended to U.S.$1, (ii) "250.00" shall be amended to
0.25, (iii) "500.00" shall be amended to 0.50 and (iv) "750.00" shall be
amended to 0.75.

 Amortisation Date  Amortisation Amount in respect of each authorised denomination of U.S.$1,000  Outstanding Principal Amount of each authorised

 (A)                of the Notes                                                                  Denomination of U.S.$1,000 of the Notes

                    (B)                                                                           (C)
                    (in U.S.$)
 24 December 2028   250.00                                                                        750.00
 24 June 2029       250.00                                                                        500.00
 24 December 2029   250.00                                                                        250.00
 Maturity Date      250.00                                                                        0.00

In these Conditions, references to "principal" shall, unless the context
requires otherwise, be deemed to include any Amortisation Amount and
references to the "due date" for payment shall, unless the context requires
otherwise, be deemed to include any Amortisation Date."

c.       To replace Condition 8(a) (Events of Default - Non payment)
with the following:

"Subject to the provisions of Condition 4 (Interest), the Issuer or the
Guarantor fail to pay any amount of principal or interest in respect of the
Notes and the default continues for a period of 30 days."

d.       To replace Condition 8(c) (Events of Default - Indebtedness)
with the following:

"Save in respect of any default or breach in relation to any failure of the
Guarantor to pay any interest, principal or any other amounts due in respect
of, and solely in accordance with the terms of, any series of Guarantor
Outstanding Eurobonds, in each case during the relevant Deferral Period (as
defined in the relevant terms and conditions of the Guarantor Outstanding
Eurobonds), any Indebtedness shall become due and payable prior to the stated
maturity thereof following a default or any security therefore becomes
enforceable or the Issuer or the Guarantor fails to make any payment of any
Indebtedness on the due date for payment thereof or, if applicable, at the
expiration of any grace period originally applicable thereto or any guarantee
of, or indemnity in respect of, any Indebtedness of any other Person given by
the Issuer or the Guarantor shall not be honoured when due and called upon;
provided that the aggregate amount of such Indebtedness is in excess of
U.S.$50,000,000 (or its equivalent in any currency or currencies) and provided
further that the acceleration of the maturity of or any payment default in
respect of any Old Notes or any Guarantor Dissenting Eurobonds will not
constitute an Event of Default."

 

e.       To replace Condition 8(e) (Events of Default -Moratorium) with
the following:

"Save in respect of any suspension of payments of interest, principal or any
other amounts due in respect of, and solely in accordance with the terms of,
any series of Guarantor Outstanding Eurobonds, in each case during the
relevant Deferral Period (as defined in the relevant terms and conditions of
the Guarantor Outstanding Eurobonds), if the Issuer or the Guarantor shall
suspend payment of, or admit its inability to pay, Indebtedness or any part
thereof, or declare a general moratorium on or in respect of Indebtedness or
any part thereof or anything analogous to the foregoing shall occur, in each
case other than with respect to Old Notes or any Guarantor Dissenting
Eurobonds.

 

In these Conditions:

"Guarantor Dissenting Eurobonds" means [Series of Eurobonds that were not
amended as a result of the Eurobond Consent Solicitation];

"Guarantor Outstanding Eurobonds" means each of the outstanding [Series of
Eurobonds that were amended as a result of the Eurobond Consent Solicitation]
as amended following the consent solicitation described in the consent
solicitation memorandum published by Ukraine on 20 July 2022, as supplemented
from time to time. The consent solicitation memorandum is available to
Noteholders at https://projects.morrowsodali.com/Ukraine
(https://projects.morrowsodali.com/Ukraine) ."

2.     waive any breach or any alleged breach whatsoever of any obligation,
or any default or any alleged default whatsoever, under or in respect of the
Securities, the Conditions, the Deed of Covenant, the Agency Agreement or the
Deed of Guarantee that may occur or may be capable of occurring by the threat
of, in anticipation of, in connection with, or as a result of, the
modifications, waivers and authorisations set out in paragraph (1) above;

3.   assent to all other such modifications to the Conditions, the Deed of
Covenant, the Agency Agreement and the Deed of Guarantee as are necessary for
or expedient to effect the modifications, waivers and authorisations set out
in paragraph (1) above;

4.   irrevocably authorise, direct, request, instruct and empower the Fiscal
Agent, the Principal Paying Agent and the Registrar to:

a.   concur with the modifications and waivers referred to in paragraphs (1)
and (2) of this Multiple Series Two Limb Written Resolution and, in order to
give effect to and implement such modifications, on or shortly after the
passing of this Multiple Series Two Limb Written Resolution and the
satisfaction of the conditions to the Consent Solicitation described in the
Consent Solicitation Memorandum (as defined below), to execute the First
Supplemental Agency Agreement substantially in the form set out on the Consent
Website (as defined in the Consent Solicitation Memorandum) with such
modifications (if any) thereto as the Fiscal Agent, the Principal Paying Agent
and the Registrar shall request or approve; and

b.   concur in and to execute and do, all such other deeds, instruments,
acts and things and to take steps (in the case of the Fiscal Agent, the
Principal Paying Agent and the Registrar, at the cost of the Issuer) as may be
necessary, desirable or expedient as certified by the Issuer to  the Fiscal
Agent, the Principal Paying Agent and the Registrar to carry out and give
effect to this Multiple Series Two Limb Written Resolution and the
implementation of the modifications and waivers referred to in paragraphs (1)
and (2) of this Multiple Series Two Limb Written Resolution and acknowledge
that any such steps will not subsequently be called into question by the
Noteholders;

5.   assent to the execution of the Amended and Restated Deed of Guarantee
by the Guarantor substantially in the form set out on the Consent Website;

6.   sanction and assent to every abrogation, amendment, modification,
compromise or arrangement in respect of the rights of the Noteholders against
the Issuer or against any of its property whether such rights shall arise
under the Agency Agreement or otherwise in or resulting from the amendment and
modification referred to in paragraphs (1) and (2) above;

7.   resolve to irrevocably waive any claim that the Noteholders may have
against the Fiscal Agent, the Principal Paying Agent and the Registrar arising
as a result of any loss or damage which the Noteholders may suffer or incur as
a result of the Fiscal Agent, the Principal Paying Agent and the Registrar
acting upon this Multiple Series Two Limb Written Resolution or its
implementation, the modifications and waivers referred to in paragraphs (1)
and (2) of this Multiple Series Two Limb Written Resolution or the
implementation of those modifications (including but not limited to
circumstances where it is subsequently found that this Multiple Series Two
Limb Written Resolution is not valid or binding on the Noteholders) and the
Noteholders further confirm that they will not seek to hold the Fiscal Agent,
the Principal Paying Agent and the Registrar liable for any such loss or
damage save in relation to its or their own gross negligence, wilful default
or fraud, as applicable;

8.   discharges, exonerates and indemnifies the Fiscal Agent, the Principal
Paying Agent and the Registrar from all liability, costs or expenses
whatsoever (including, without limitation, in respect of taxes, duties,
levies, imports and other charges) for which it may have become or may become
liable under the Agency Agreement, the Deed of Covenant, the Deed of Guarantee
or the Notes in respect of any act or omission, in connection with the
Proposal, the Proposed Modifications, the Amendment Documents and this
Multiple Series Two Limb Written Resolution or its implementation, the
modifications and waivers referred to in paragraph (1) of this Multiple Series
Two Limb Written Resolution or the implementation of those modifications, and
any act or omission taken in connection with paragraphs (4) and (5) of this
Multiple Series Two Limb Written Resolution, even if it is found subsequently
that there is a defect in the passing of this Multiple Series Two Limb Written
Resolution, provided that, if the Fiscal Agent, the Principal Paying Agent and
the Registrar fails to show the degree of care and diligence required of it as
an agent and registrar, nothing in this Multiple Series Two Limb Written
Resolution shall relieve the Fiscal Agent, the Principal Paying Agent and the
Registrar from or against any liability which would otherwise attach to it in
respect of any gross negligence, wilful default or fraud of which it may be
guilty;

9.   acknowledge that each of the Fiscal Agent, the Principal Paying Agent
and the Registrar is released from and against any claim or cause of action,
judgment, action, proceeding or any other liability whether present or future,
prospective or contingent, in each case, in connection with or relating to the
negotiation, preparation, or execution of this Multiple Series Two Limb
Written Resolution, the First Supplemental Agency Agreement or the
implementation thereof, whatsoever claimed against any of them by any
Noteholders;

10. acknowledge that the following terms, as used in this Multiple Series Two
Limb Written Resolution, shall have the meanings given below:

"Consent Solicitation" means the invitation by the Issuer to the Noteholders
to consent to the modification of the Conditions relating to the Notes and
other related documents, as described in the Consent Solicitation Memorandum
and as the same may be amended in accordance with its terms; and

"Consent Solicitation Memorandum" means the consent solicitation memorandum
dated 28 July 2022 prepared by the Issuer in relation to the Consent
Solicitation as may be supplemented from time to time;

11. acknowledges that the Fiscal Agent is not required to request or receive
any legal opinions in respect of the proposals set out in this Multiple Series
Two Limb Written Resolution or its implementation;

12. declares that it is a condition to the effectiveness of this Multiple
Series Two Limb Written Resolution that the Requisite Consents will be
satisfied by Eligible Holders only, irrespective of any participation in the
Consent Solicitation of Ineligible Holders;

13. acknowledges and agrees that for the purposes of the Consent Solicitation,
the consents of Eligible Holders of Eurobonds in relation to the Eurobond
Proposed Modifications (each as defined in the Consent Solicitation
Memorandum) shall be counted for the purposes of determining whether the
Requisite Consents have been reached in relation to the Written Resolution,
subject to conditions as further described herein provided that (i) the
Requisite Consents (as defined in the Eurobond Consent Solicitation
Memorandum) in relation to the Eurobond Proposed Modifications described in
the Eurobond Consent Solicitation Memorandum have been reached, (ii) the
Eligibility Condition (as defined in the Eurobond Consent Solicitation
Memorandum) has been satisfied and (iii) the Eurobond Proposed Modifications
have become effective as further described in the Eurobond Consent
Solicitation Memorandum; and

14. resolve that this Multiple Series Two Limb Written Resolution shall take
effect as an Extraordinary Resolution and for all purposes be as valid and
effective as an Extraordinary Resolution passed at a meeting of the
Noteholders duly convened and held.

DATED as of................................................

By:

Name:

Title:

The Bank of New York Depository (Nominees) Limited, as nominee of the common
depositary acting solely on behalf of and on the instructions of one or more
persons who are for the time being shown in the records of the Clearing
Systems as holding, in aggregate,____ per cent. of the principal amount of the
Notes for the time being outstanding.

 

DATED as of................................................

By:

Name:

Title:

Morrow Sodali Limited, in its capacity as Information and Tabulation Agent and
proxy acting solely on behalf of and on the instructions of one or more
persons who are for the time being shown in the records of the Clearing
Systems as holding, in aggregate,____ per cent. of the principal amount of the
Notes for the time being outstanding.

 

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