Eurasian Development - Consent Solicitation Launch Announcement
25/08/2022 11:21
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RNS Number : 2471X Eurasian Development Bank 25 August 2022
25 August 2022 Eurasian Development Bank announces Consent Solicitation for its outstanding Series 3 U.S.$ 500,000,000 4.767 per cent. Loan Participation Notes due 2022.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON
LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE,
PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT OR THE CONSENT SOLICITATION
MEMORANDUM.
Eurasian Development Bank (the "Issuer") today announces a solicitation (the
"Consent Solicitation") to consider and, if thought fit, pass the
Extraordinary Resolution in favour of the Proposals (as defined in the Consent
Solicitation Memorandum) on the terms and subject to the conditions set forth
in the Consent Solicitation Memorandum dated 25 August 2022 (the "Consent
Solicitation Memorandum"). The Consent Solicitation begins on the date of the
Consent Solicitation Memorandum. The Voting Deadline (as defined below) for
the Consent Solicitation is 9:00 a.m. (London time) on 14 September 2022 (as
may be extended).
To participate in the Consent Solicitation and consent to the relevant
Proposal, a Noteholder should deliver, or arrange to have delivered on its
behalf, a valid Voting Instruction voting in favour of that Proposal to the
Solicitation, Information and Tabulation Agent by no later than the Voting
Deadline as more particularly described in the Consent Solicitation
Memorandum. Only Noteholders who hold the Notes as of the Record Date may
submit a Voting Instruction. The delivery of a Voting Instruction will not
affect a Noteholder's right to sell or transfer the Notes. A duly executed
Voting Instruction shall bind the Noteholder executing the Voting Instruction,
and any subsequent registered holder or transferee of the Notes to which such
Voting Instruction relates.
Voting Instructions are irrevocable and may not be withdrawn, except in
certain limited circumstances where the Issuer determines withdrawal rights
are required by law. If the Meeting is adjourned, the Voting Instructions
remain valid for such adjourned Meeting and may not be revoked. See the
Consent Solicitation Memorandum for further information.
Neither the Trustee, nor any of its directors, officers, employees or affiliates expresses any opinion on the merits of, or makes any representation or recommendation whatsoever regarding, the Consent Solicitation or makes any recommendation whether Noteholders should consent to the Proposals. The Trustee has not reviewed or approved, nor will it be reviewing or approving, any documents relating to the Consent Solicitation. Neither the Trustee, nor any of its directors, officers, employees or affiliates has verified, or assumes any responsibility for the accuracy or completeness of, any of the information concerning the Consent Solicitation, or the factual statements contained in, or the effect or effectiveness of, the Consent Solicitation Memorandum or any other documents referred to in the Consent Solicitation Memorandum or assumes any responsibility for any failure by the Issuer to disclose events that may have occurred and may affect the significance or accuracy of such information or the terms of any amendment (if any) to the Consent Solicitation.
Copies of the Consent Solicitation Memorandum can be obtained by registering
on the Consent Solicitation Website at:
https://www.i2capmark.com/event-details/74/Holder/eurasian-development-bank
(https://www.i2capmark.com/event-details/74/Holder/eurasian-development-bank)
. Capitalised terms used in this announcement but not defined herein have the
meanings given to them in the Consent Solicitation Memorandum.
The following table sets forth details of the Consent Solicitation:
Title of Security Common code / CUSIP ISIN Aggregate Principal Amount Outstanding
Series 3 U.S.$ 500,000,000 4.767 per cent. Loan Participation Notes due 2022 08315714 XS0831571434 U.S.$340,343,000
(Regulation S Common code)
(Regulation S)
083180811 US29843YAB11
(Rule 144A Common code)
(Rule 144A)
29843YAB1
(CUSIP, Rule 144A Notes)
Rationale for the Consent Solicitation
From February 2022 onwards the United States of America, the European Union,
the United Kingdom and other nations have imposed additional sanctions against
the Russian Federation and Russian persons in connection with events in
Ukraine. The sanctions, among other things, significantly disrupted the
existing framework and infrastructure for delivery and settlement of
securities, including formal process of cancelling securities that are
purchased by issuers in the market. The Issuer is working on a solution that
would allow all the Noteholders to receive their funds as the Notes mature on
20 September 2022.
In light of such circumstances and to ensure that investors are able to
benefit from having a trustee that is able to act in the interests of the
Noteholders, the Issuer is, in particular, soliciting consents of the
Noteholders:
(i) to remove the Trustee and replace it with the New Trustee in respect
of the Notes;
(ii) to amend the provisions of the Trust Deed (including the Terms and
Conditions) to permit all Noteholders to enter into direct redemption and
settlement arrangements with the Issuer and to receive payments under the
Notes directly from the Issuer and allow the Issuer to completely discharge
its obligations in relation to such directly settled amounts and such redeemed
or repurchased Notes (the "Designated Notes") by furnishing notices and
evidence of such direct arrangements, direct payments or repurchases of the
Designated Notes, as the case may be, directly to the Registrar, the Paying
Agent and the Trustee or, if applicable, by surrendering the Designated Notes
for cancellation to the Registrar.
The Issuer believes that such modifications would afford a greater flexibility
to adapt the existing structure of Notes to the unpredictable regulatory and
sanctions environment and avoid any obstacles in servicing the Issuer's
obligations under the Notes and, therefore, would be in the best interests of
the Noteholders.
Participation in the Consent Solicitation
In order to be eligible to participate in any Proposal, a Noteholder should
deliver, or arrange to have delivered on its behalf, a valid Voting
Instruction in favour of, against or abstaining from the Extraordinary
Resolution to the Solicitation, Information and Tabulation Agent by no later
than the Voting Deadline. Only Noteholders who hold the Notes as of the Record
Date may submit a Voting Instruction.
Noteholders should note that:
(i) each beneficial owner should deliver, or arrange to have delivered on
its behalf, a Voting Instruction in respect of such beneficial owner's Notes;
and
(ii) a beneficial owner must not deliver, or arrange to have delivered on
its behalf, more than one Voting Instruction in respect of the same Notes.
Individuals nominated by the Noteholders or one or more employees of the
Solicitation, Information and Tabulation Agent nominated by the Solicitation,
Information and Tabulation Agent may be appointed as sub-proxies for the
purpose of attending the Meeting and voting for or against the Extraordinary
Resolution.
To be passed in relation to the Notes, the Extraordinary Resolution must be
passed at the Meeting duly convened and held in accordance with the provisions
of Schedule 4 (Provisions for Meetings of Noteholders) of the Trust Deed by
the affirmative vote of holders of Notes present in person or represented by
proxy owning in the aggregate at least 75 per cent in principal amount of the
Notes owned by the Noteholders who are so present or represented at the
Meeting. The quorum required at the Meeting shall be two or more persons
holding or representing a clear majority in the principal amount of the Notes
for the time being outstanding.
If the Extraordinary Resolution is duly passed at the Meeting duly convened
and held in accordance with the Trust Deed (and, solely in relation to the
Amendments, the Deed of Amendment to the Trust Deed is executed), the relevant
Proposal will become effective and binding on all the relevant Noteholders,
whether or not present at the Meeting. The passing of such Extraordinary
Resolution shall be conclusive evidence that the circumstances justify its
being passed. The Issuer shall give notice of the passing of an Extraordinary
Resolution to Noteholders within 14 days but failure to do so shall not
invalidate the resolution.
Only Noteholders who hold the Notes as of the Record Date may submit Voting
Instructions.
A duly executed Voting Instruction shall bind the Noteholder that executed the
relevant Voting Instruction and any subsequent registered holder or transferee
of the Notes to which such Voting Instruction relates. The applicable
Noteholder must complete and sign the Voting Instruction and deliver it to the
Solicitation, Information and Tabulation Agent by registering on the Consent
Solicitation Website at
https://www.i2capmark.com/event-details/74/Holder/eurasian-development-bank
(https://www.i2capmark.com/event-details/74/Holder/eurasian-development-bank)
and then uploading the completed Voting Instruction in pdf format to the "My
Holding" section on the Consent Solicitation Website using the "uploads"
function. To access the Consent Solicitation Website and submit completed
Voting Instructions, Noteholders are required to provide proof of holding as
of the Record Date. Acceptable forms of proof of holding may include (i) a
Statement of Account for the Purpose of Proof of Holding (a STAC) or
screenshot from DTC, Euroclear or Clearstream, Luxembourg, (ii) a statement of
account from a Direct Participant, each acceptable form of proof of holding
confirming (a) the DTC, Euroclear or Clearstream, Luxembourg Direct
Participant name and account number, (b) the full name or legal entity name of
the Noteholder, (c) the security and/or ISIN held, and (d) the aggregate
amount of the Notes held or (iii) a statement of account or holdings reports
from such other intermediary (including brokers, depositories, custodians and
sub-custodians) being the immediate custodian of the account where the
relevant Notes are being held by the Noteholder submitting the Voting
Instruction. Noteholders should contact their DTC, Euroclear or Clearstream,
Luxembourg representative Direct Participant, bank, securities broker or other
intermediary through which they hold their respective Notes immediately to
obtain proof of holding.
Noteholders may contact the Solicitation, Information and Tabulation Agent via
email at edb@i2capmark.com if they require assistance.
All Voting Instructions that are properly completed, signed and delivered to
the Solicitation, Information and Tabulation Agent on or before the Voting
Deadline will be effective (unless withdrawn).
Noteholders who desire to consent to the Proposals should complete, sign and
date, the Voting Instruction included herewith and deliver it to the
Solicitation, Information and Tabulation Agent by registering on the Consent
Solicitation Website at:
https://www.i2capmark.com/event-details/74/Holder/eurasian-development-bank
(https://www.i2capmark.com/event-details/74/Holder/eurasian-development-bank)
and then uploading the completed Voting Instruction in pdf format to the "My
Holding" section on the Consent Solicitation Website using the "uploads"
function.
In addition, if a Voting Instruction relates to less than the total principal
amount of the Notes which such Noteholder holds through the relevant Clearing
System, such principal amount of the Notes to which the Voting Instruction
relates shall be specified in the Voting Instruction. If no aggregate
principal amount of the Notes as to which a Voting Instruction is delivered is
specified, or if none of the boxes is marked with respect to such Notes, but
the Voting Instruction is otherwise properly completed and signed, the
Noteholder will be deemed to have consented to the Proposals with respect to
the entire aggregate principal amount of the Notes so held directly or
indirectly.
All questions as to the validity, form and eligibility (including time of
receipt) regarding the consent procedures will be determined by the Issuer in
its sole and absolute discretion, which determination will be conclusive and
binding. The Issuer also reserves the right, to waive any defects or
irregularities in connection with deliveries of particular Voting
Instructions. Unless waived, any defects or irregularities in connection with
deliveries of Voting Instructions must be cured within such time as the Issuer
determines. None of the Issuer or any of its affiliates, the Trustee, the
Solicitation, Information and Tabulation Agent or any other person shall be
under any duty to give any notification of any such defects or irregularities
or waiver, nor shall any of them incur any liability for failure to give such
notification. Deliveries of Voting Instructions will not be deemed to have
been made until any irregularities or defects therein have been cured or
waived.
Expected Timetable of Events
The following table sets out the expected dates and times of the key events
relating to the Consent Solicitation. The times and dates below are indicative
only and are subject to change, including as a result of market conditions.
Event Time and Date
Notices of the Meeting 25 August 2022
Notices of the Meeting published.
Commencement of the Consent Solicitation 25 August 2022
The Consent Solicitation is announced.
Record Date 8 September 2022
Voting Deadline 14 September 2022 (9:00 a.m. (London time))
The final deadline for the submission of Voting Instructions.
The Consent Solicitation will be terminated on the Voting Deadline (subject to
the right of the Issuer to extend, re-open, amend and/or terminate the Consent
Solicitation, subject to applicable law and the provisions of the Trust Deed).
Meeting and Announcement of Results 16 September 2022 (9:00 a.m. (London time))
The Meeting will be held via video conference on the relevant date, and
Noteholders wishing to vote at and/or attend the Meeting are invited to attend
via a video conference (with dial-in details to be provided by the
Solicitation, Information and Tabulation Agent following its satisfaction of
the identity of Noteholders at their status as Noteholders). The Issuer (or
the Solicitation, Information and Tabulation Agent on its behalf) will take
appropriate steps to ensure that only those who would otherwise be entitled to
attend and vote at a physical meeting will be entitled to attend the video
conference for the Meeting.
Noteholders who have appointed one or more representatives of the
Solicitation, Information and Tabulation Agent as their representative to
attend and vote at the Meeting on their behalf will not be required to take
any further action.
After the Meeting, the Issuer shall announce the results of the Meeting.
Effectiveness Announcement As soon as reasonably practicable after the passing of the Extraordinary
Resolution and, solely in relation to the Amendments, execution of the Deed of
Announcement that the Proposals have come into force. Amendment to the Trust Deed.
The above times and dates are subject to the right of the Issuer to extend,
re-open, amend and/or terminate the Consent Solicitation (subject to
applicable law, the provisions of the Trust Deed and as provided in the
Consent Solicitation Memorandum). Noteholders are advised to check with any
bank, securities broker, custodian or other intermediary through which they
hold Notes whether such intermediary needs to receive instructions from a
Noteholder before the deadlines set out above in order for that Noteholder to
be able to participate in the Consent Solicitation.
Unless stated otherwise, announcements in connection with the Consent
Solicitation will be made by publication through the website
https://www.i2capmark.com/event-details/74/Holder/eurasian-development-bank
(https://www.i2capmark.com/event-details/74/Holder/eurasian-development-bank)
and by the delivery of notices to the Clearing Systems for communication to
Noteholders. Copies of all announcements, notices and press releases are
available on the Consent Solicitation Website and can also be obtained from
the Solicitation, Information and Tabulation Agent, whose contact details are
on the last page of this announcement. Significant delays may be experienced
where notices are delivered to the Clearing Systems and Noteholders are urged
to contact the Solicitation, Information and Tabulation Agent for the relevant
announcements during the course of the Consent Solicitation.
Questions and requests for assistance in connection with the Consent
Solicitation, and/or the delivery of a Voting Instruction, should be directed
to the Solicitation, Information and Tabulation Agent.
The Solicitation, Information and Tabulation Agent:
i2 Capital Markets Ltd.
128 City Road London, EC1V 2NX, United Kingdom
Email: edb@i2capmark.com
Phone: +44 203 633 1212
Consent Solicitation Website:
https://www.i2capmark.com/event-details/74/Holder/eurasian-development-bank
(https://www.i2capmark.com/event-details/74/Holder/eurasian-development-bank)
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