REG - Eurasian Development - Modifications to Consent Solicitation Announcement

SMIFS Capital MarketsAnnouncement

09/09/2022 08:30

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RNS Number : 8512Y  Eurasian Development Bank  08 September 2022

8 September 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") on 25 August 2022 announced a
solicitation (the "Consent Solicitation") to consider and, if thought fit,
pass the Extraordinary Resolution(s) 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, as amended (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)

Today the Issuer announces certain modifications to the Consent Solicitation
Memorandum and the Proposals in order to split the initially proposed
Extraordinary Resolution into two separate resolutions. The Extraordinary
Resolution One, if passed, would be to approve the retirement of the Trustee
and its replacement by the New Trustee in respect of the Notes. The
Extraordinary Resolution Two, if passed, would be 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 New Trustee or, if applicable, by
surrendering the Designated Notes for cancellation to the Registrar.
Implementation of the Extraordinary Resolution Two is conditional on the
passing of the Extraordinary Resolution One.

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 (as amended) 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. 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/or 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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