TIDM74JJ
RNS Number : 4493T
Petrol AD
06 December 2011
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY
SHOULD TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL ADVICE, INCLUDING
AS TO ANY TAX CONSEQUENCES, IMMEDIATELY FROM THEIR STOCKBROKER,
BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL
ADVISER.
6 December 2011
petrol ad ANNOUNCEs AN EXTENSION OF the EXPIRATION DATEAND
NOTICE OF adjourned MEETING PURSUANT TO, AND AS PART OF, its
consent solicitation
EXTENSION OF EXPIRATION DATE
Further to the announcement of a solicitation of consents made
by Petrol AD ("Petrol") on 11 November 2011 in relation to the
EUR100,000,000 8.375 per cent. Guaranteed Notes due 2012 (the
"Notes") (ISIN: XS0271812447 and Common Code: 027181244) issued by
Petrol and guaranteed by Naftex Petrol EOOD ("Naftex"), of which
EUR87,038,000 of the Notes are currently outstanding, and the
notice of adjourned Meeting set out below (the "Notice"), Petrol
notifies the holders of the Notes (the "Noteholders") that it has
extended the expiration date to 10:00 a.m. (London time) on 19
December 2011 (the "Adjourned Expiration Date"), in accordance with
the terms and conditions set out in the Consent Solicitation
Memorandum published by Petrol dated 11 November 2011 (the "Consent
Solicitation Memorandum").
As a result of the extension, 10:00 a.m. (London time) on the
Adjourned Expiration Date is the last date for Noteholders to
submit an Electronic Consent Instruction or otherwise arrange for
the appointment of a proxy to attend the adjourned Meeting and vote
in favour of or against the Extraordinary Resolution in accordance
with the Trust Deed (subject to any earlier applicable deadlines
set by Euroclear or Clearstream, Luxembourg, as the case may be).
After this time, an Electronic Consent Instruction or other
instruction in connection with the adjourned Meeting may only be
withdrawn in the limited circumstances set out in the Consent
Solicitation Memorandum.
For the avoidance of doubt, Electronic Consent Instructions
issued or given by Noteholders in respect of the Original Meeting
will continue to be valid for the adjourned Meeting unless revoked
or amended.
notice of adjourned meeting OF THE HOLDERS OF THE
NOTES, OF WHICH EUR87,038,000 OF THE NOTES ARE OUTSTANDING,
ISSUED BY PETROL AND GUARANTEED BY NAFTEX ISIN: XS0271812447
NOTICE IS HEREBY GIVEN that, pursuant to the provisions of
Schedule 3 to the Trust Deed (as defined below) made between Petrol
and the Trustee (as defined below), and following the adjournment
of the meeting held at 10:00 a.m. (London time) on 5 December 2011
(the "Original Meeting") due to lack of quorum, an adjourned
Meeting of the Noteholders convened by Petrol will be held at the
offices of Clifford Chance LLP, 10 Upper Bank Street, London, E14
5JJ United Kingdom on 20 December 2011 at 10:00 a.m. (London time)
for the purpose of considering and, if thought fit, passing the
following resolution which will be proposed as an Extraordinary
Resolution (the "Proposals"), in accordance with the provisions of
the Trust Deed.
The provisions of the Consent Solicitation Memorandum are
mutatis mutandis deemed incorporated in full into this Notice and
Noteholders are subject to its provisions. The Consent Solicitation
Memorandum is available for inspection by Noteholders (see
"Documents Available for Inspection"below).
Unless the context otherwise requires, capitalised terms used in
this Notice shall bear the meanings given to them in the Second
Supplemental Trust Deed (as defined below).
In accordance with normal practice, the Trustee expresses no
opinion on the merits of the proposed modifications and amendments
contained in the Extraordinary Resolution or on whether the
Noteholders would be acting in Noteholders best interests in
approving it, and nothing in this Notice should be construed as a
recommendation to Noteholders from the Trustee to vote in favour
of, or against the Extraordinary Resolution. However, on the basis
of the information set out in the Consent Solicitation Memorandum
published by Petrol dated 11 November 2011 and this Notice, the
Trustee has authorised it to be stated that it has no objection to
the Extraordinary Resolution being submitted to Noteholders for
their consideration. The Trustee has not been involved in
formulating the proposed modifications and makes no representation
that all relevant information has been disclosed to Noteholders in
the Consent Solicitation Memorandum and/or this Notice.
Accordingly, the Trustee urges Noteholders who are in any doubt as
to the impact of the proposed modifications to seek their own
independent financial advice on the consequences of voting in
favour of the Extraordinary Resolution, including as to any tax
consequences.
The text of the Extraordinary Resolution is as follows:
EXTRAORDINARY RESOLUTION
"THAT this meeting of the holders of the EUR100,000,000 8.375
per cent. Guaranteed Notes due 2012 (the "Notes") of which
EUR87,038,000 of the Notes are outstanding, issued by Petrol AD
("Petrol") and guaranteed by Naftex Petrol EOOD ("Naftex")
constituted by a trust deed dated 26 October 2006, as modified by a
supplemental trust deed dated 6 October 2011, (the "Trust Deed")
made between Petrol, Naftex and The Bank of New York Mellon (the
"Trustee") as trustee for the holders of the Notes hereby:
(a) assents to the modification of the terms and conditions of
the Notes (the "Conditions") set out in Schedule 1 (Form of
Certificate for Definitive Notes) of the Trust Deed as follows:
(i) the deletion of Condition 1(a) (Form and denomination) and
insertion of the following:
"Form and denomination: The Notes are in registered form,
without interest coupons attached, in the denomination of
EUR100,000.
So long as the Notes are represented by a Global Note
Certificate and the relevant clearing system(s) so permit, the
Notes shall be tradeable in minimum nominal amounts of EUR100,000
and integral multiples of EUR1,000 in excess thereof.";
(ii) the deletion of Condition 3.1 (Negative Pledge) and insertion of the following:
"[Deleted]";
(iii) the deletion of Conditions 3.2(a) to (h) inclusive and
Condition 3.2(j) and insertion of the following:
"[Deleted]";
(iv) the deletion of Condition 4 (Interest) and insertion of the following:
"The Notes bear interest from the Issue Date at the rate of
8.375 per cent. per annum (the "Rate of Interest"), payable (1)
annually in arrear on 26 October in each year up to (but excluding)
26 October 2010 and (2) on 26 January 2012 in respect of the period
from (and including) 26 October 2010 to (but excluding) 26 January
2012 and (3) from (and including) 26 January 2012 annually in
arrear on 26 January in each year beginning on 26 January 2013
(each date on which interest is scheduled to be paid, an "Interest
Payment Date"). Each Note will cease to bear interest from the due
date for redemption, unless, upon due presentation, payment of
principal is improperly withheld or refused. In such event, it
shall continue to bear interest at such rate (both before and after
judgment) until whichever is the earlier of (a) the day on which
all sums due in respect of such Note up to that day are received by
or on behalf of the relevant Holder and (b) the day seven days
after the Trustee or the Principal Paying and Transfer Agent has
notified Noteholders of receipt of all sums due in respect of all
the Notes up to that seventh day (except to the extent that there
is failure in the subsequent payment to the relevant holders under
these Conditions).
The amount of interest payable on each Interest Payment Date up
to and including 26 October 2010 shall be EUR83.75 in respect of
each EUR1,000 in principal amount of each Note. The amount of
interest payable on the Interest Payment Date falling on 26 January
2012 shall be EUR104.86 in respect of each EUR1,000 in principal
amount of each Note. The amount of interest payable on each
Interest Payment Date from and including 26 January 2013 shall be
EUR83.75 in respect of each EUR1,000 in principal amount of each
Note. Subject to Condition 6(c), if interest is required to be paid
in respect of a Note on any other date, it shall be calculated for
each EUR1,000 in principal amount of each Note by applying the Rate
of Interest to EUR1,000, multiplying the product by the relevant
Day Count Fraction and rounding the resulting figure to the nearest
cent (half a cent being rounded upwards), where:
"Day Count Fraction" means:
(a) if the Calculation Period is equal to or shorter than the
Regular Period during which it falls, the number of days in the
Calculation Period divided by the number of days in such Regular
Period; and
(b) if the Calculation Period is longer than one Regular Period, the sum of:
(i) the number of days in such Calculation Period falling in the
Regular Period in which it begins divided by the number of days in
such Regular Period; and
(ii) the number of days in such Calculation Period falling in
the next Regular Period divided by the number of days in such
Regular Period;
"Calculation Period" means the relevant period for which
interest is to be calculated from (and including) the first day in
such period to (but excluding) the last day in such period;
"Regular Date" means 26 January in any year; and
"Regular Period" means each period from (and including) any
Regular Date to (but excluding) the next Regular Date.";
(v) the deletion of Condition 5.1 (Redemption at Maturity) and
insertion of the following:
"Redemption at Maturity:
(a) Unless previously redeemed or purchased and cancelled as
provided below, the Issuer will redeem the Notes at their principal
amount on 26 January 2017;
(b) Other than as specified below, the Notes are not optionally
redeemable prior to 26 January 2017.";
(vi) the deletion of Condition 5.6 (Make-Whole Redemption) and insertion of the following:
"Redemption at the Option of the Issuer
At any time or from time to time prior to 26 January 2017, the
Issuer may redeem the Notes, in whole or in part, upon not less
than 30 nor more than 60 days' notice delivered to each holder of
Notes pursuant to the procedures described under Condition 5.8 at a
redemption price equal to 100 per cent. of the principal amount
thereof plus accrued and unpaid interest and additional amounts due
under Condition 7, if any, to such redemption date (subject to the
right of holders of record on the relevant record date to receive
interest due on the relevant interest payment date).";
(vii) the deletion of Condition 5.8(c) (Selection and Notice)
and insertion of the following:
"No Notes shall be purchased or redeemed in part if the
principal amount of the resulting note would be less than
EUR100,000.";
(viii) the deletion of Condition 8(b) (Breach of Certain
Obligations) and insertion of the following:
"[Deleted]"; and
(ix) the amendment of Condition 18 (Definitions) so that:
(a) the following definitions are deleted:
"Additional Assets", "Consolidated Leverage Ratio", "Credit
Agreements", "Exempted Affiliate Transactions", "Investment", "Net
Available Cash", "Permitted Indebtedness", "Permitted Investment",
"Permitted Security Interest", "Refinancing Indebtedness", "Related
Business", "Relevant Jurisdiction", "Restricted Payment", "Senior
Indebtedness", "Subordinated Indebtedness" and "Temporary Cash
Investments";
(b) the definition of "Cash Management Loan" is amended by
adding the words "as amended or supplemented from time to time" at
the end; and
(c) the definition of "Proceeds Loan" is amended by adding the
words "as amended or supplemented from time to time" at the
end,
all as set out in the Second Supplemental Trust Deed (as defined
below);
(b) authorises, directs, requests and empowers the Trustee:
(i) to concur in and execute, without further notice to the
Noteholders, a deed supplemental to the Trust Deed (the "Second
Supplemental Trust Deed") to effect the modifications and
amendments referred to in paragraph (a) of this Extraordinary
Resolution substantially in the form of the draft produced to this
meeting and signed by the chairman of the meeting for the purposes
of identification;
(ii) to concur in and execute, without further notice to the
Noteholders, an agreement supplemental to the Agency Agreement
dated 26 October 2006 (the "Supplemental Agency Agreement")
substantially in the form of the draft produced to this meeting and
signed by the chairman of the meeting for the purposes of
identification;
(iii) to concur in and execute, without further notice to the
Noteholders, annex No. 1 to the registered pledge of accounts
receivable dated 26 October 2006 (the "Pledge Annex No. 1") to
reflect the modifications and amendments referred to in paragraph
(a) of this Extraordinary Resolution substantially in the form of
the draft produced to this meeting and signed by the chairman of
the meeting for the purposes of identification;
(iv) the concur in and execute, without further notice to the
Noteholders, an amendment to the cash management loan agreement
dated 26 October 2006 (the "Cash Management Loan Agreement Annex
No. 1") and an amendment to the note proceeds loan agreement dated
26 October 2006 (the "Note Proceeds Loan Agreement Annex No. 1") to
reflect the modifications and amendments referred to in paragraph
(a) of this Extraordinary Resolution substantially in the form of
the draft produced to this meeting and signed by the chairman of
the meeting for the purposes of identification; and
(v) to concur in, approve, and execute and do all such deeds,
instruments, acts and things that may be necessary, desirable or
expedient in the opinion of the Trustee to carry out and give
effect to this Extraordinary Resolution;
(c) sanctions and approves every modification, abrogation,
variation or compromise of, or arrangement in respect of, the
rights of Noteholders necessary to give effect to this
Extraordinary Resolution and assents to every modification,
variation or abrogation of the Conditions of the Notes and/or the
provisions contained in the Trust Deed, the cash management loan
agreement dated 26 October 2006 between Petrol and Petrol Holding
AD, and the note proceeds loan agreement dated 26 October 2006
between Petrol and Naftex involved in or inherent in or effected by
the implementation of this Extraordinary Resolution;
(d) discharges and exonerates the Trustee from any and all
liability in respect of any act or omission for which it may have
become responsible under the Trust Deed and/or the Notes in
connection with this Extraordinary Resolution or its
implementation, the amendments and modifications referred to in
this Extraordinary Resolution or the implementation of those
modifications and amendments; and
(e) acknowledges that capitalised terms used in this
Extraordinary Resolution have the same meanings as those defined in
the Second Supplemental Trust Deed, unless the context otherwise
requires."
Background
Terms used but not otherwise defined in this section shall have
the meanings given to them in the Consent Solicitation Memorandum
or Trust Deed (as applicable).
Petrol is currently seeking (i) to optimise its liability
portfolio by extension of the maturity date of the Notes and (ii)
to remove certain covenants in the terms and conditions of the
Notes to provide Petrol and its subsidiaries with operational
flexibility in the changing business environment.
The above adjourned Meeting of Noteholders is being convened in
accordance with the terms of the Trust Deed in connection with the
Proposals. Pursuant to the Proposals, Petrol is inviting
Noteholders to vote in favour of the Extraordinary Resolution. If
the Extraordinary Resolution is passed, the Proposals will be
implemented on or before the Effective Date which is expected to be
on or around 6 January 2012.
Documents Available for Inspection
Noteholders may, at any time during normal business hours on any
weekday from the date hereof up to and including the day of the
adjourned Meeting and at the adjourned Meeting (and 15 minutes
prior thereto), inspect copies of the documents listed below
relating to the Notes at the specified offices of the Tabulation
Agent and at the adjourned Meeting (and 15 minutes prior thereto).
The specified offices of the Tabulation Agent and the registered
office of the Principal Paying Agent are set out at the end of this
Notice.
The documents available for inspection are:
-- the Trust Deed dated 26 October 2006;
-- the Supplemental Trust Deed dated 6 October 2011;
-- the latest draft of the Second Supplemental Trust Deed
referred to in the Extraordinary Resolution set out above;
-- the latest draft of the Supplemental Agency Agreement
referred to in the Extraordinary Resolution set out above;
-- the latest draft of the Pledge Annex No. 1 referred to in the
Extraordinary Resolution set out above;
-- the latest drafts of the Cash Management Loan Agreement Annex
No. 1 and Note Proceeds Loan Agreement Annex No. 1 referred to in
the Extraordinary Resolution set out above;
-- a copy of the Consent Solicitation Memorandum dated 11
November 2011 relating to the Notes (the "Consent Solicitation
Memorandum"); and
-- a copy of the Prospectus dated 24 October 2006, pursuant to which the Notes were issued.
Voting and Quorum
(a) The relevant provisions governing the convening and holding
of each Meeting are set out in Schedule 3 to the Trust Deed, a copy
of which is available for inspection as referred to above. Unless
the context otherwise requires, words and expressions used in this
section have the meanings ascribed to them in the Trust Deed.
(b) Noteholders who have sent a valid electronic voting and
blocking instruction (the "Electronic Consent Instruction" which
shall include an instruction to vote (for or against) the
Extraordinary Resolution need take no further action in relation to
voting at the Meeting. By submitting an Electronic Consent
Instruction, each Noteholder will irrevocably instruct the
Principal Paying Agent to arrange for the appointment of an
employee of the Tabulation Agent nominated by the Tabulation Agent
as the proxy of the registered holder to attend the adjourned
Meeting to vote as the Noteholder shall instruct.
Paragraphs (c) to (f) below apply only to Noteholders who have
not submitted Electronic Consent Instructions to the relevant
Clearing System in accordance with the terms of the Consent
Solicitation Memorandum and summarise the provisions of Schedule 3
to the Trust Deed.
The registered holder may by instrument in writing in the
English language (a "form of proxy") in the form available from the
specified office of any Agent and/or the Registrar specified below
signed by the registered holder or, in the case of a corporation,
executed under its seal or signed on its behalf by its duly
appointed attorney or a duly authorised officer of the corporation
and delivered to the specified office of the Registrar not less
than 24 hours before the time fixed for the adjourned Meeting,
appoint any person (a "proxy") to act on his or its behalf in
connection with the adjourned Meeting.
A proxy so appointed shall so long as such appointment remains
in force be deemed, for all purposes in connection with the
adjourned Meeting, to be the holder of the Notes to which such
appointment relates and the registered holder of the Notes shall be
deemed for such purposes not to be the holder.
Beneficial owners of Notes who are not accountholders or direct
participants in the clearing system must contact their broker,
dealer, bank, custodian or trust company or other nominee and make
arrangements for the direct participant in the relevant clearing
system to request the appointment of proxy in accordance with the
below and within any time limits specified by the relevant clearing
system.
(c) A Noteholder wishing to attend and vote at the adjourned
Meeting in person must either produce at such Meeting the Note(s)
or arrange for a form of proxy to be issued naming such holder as
proxy in respect of the Note(s).
(d) A holder who does not wish to attend and vote but wishes
someone else to do so may either (i) request that a named
individual of his choice be appointed as proxy to attend and vote
in respect of his Notes or (ii) request that the registered holder
appoint an employee of the Tabulation Agent (or its nominee) as
proxy to cast the votes relating to the Notes in which he has an
interest at the adjourned Meeting and instructing him that votes
attributable to his Notes are to be cast in a particular way in
relation to the resolution to be put to the adjourned Meeting.
(e) A holder of a Note may arrange for a form of proxy to be
issued in accordance with the above by procuring that the Note is
deposited at least 24 hours before the time fixed for the adjourned
Meeting and (where applicable) within the time limit specified by
Euroclear or Clearstream, Luxembourg (as the case may be) with the
Principal Paying Agent or (to the satisfaction of the Principal
Agent) is held to the order of the Principal Paying Agent or
blocked in an account with Euroclear or Clearstream, Luxembourg
upon terms that the Note will not cease to be deposited or held or
blocked until the first to occur of the conclusion of the adjourned
Meeting or the revocation or amendment of the form of proxy in
accordance with the Trust Deed and requesting through the relevant
Clearing Systems that a form of proxy be issued in accordance with
(c) or (d) above as applicable.
(f) Any instruction is, during the period commencing 24 hours
before the time fixed for the adjourned Meeting and ending at the
conclusion of the adjourned Meeting, neither revocable nor capable
of amendment.
(g) The quorum at the adjourned Meeting required to pass the
Extraordinary Resolution is two or more Noteholders or proxies or
representatives holding or representing in the aggregate not less
than 25 per cent. in principal amount of the Notes for the time
being outstanding. If, within 15 minutes after the time fixed for
the adjourned Meeting, a quorum is not present, then the adjourned
Meeting shall be dissolved.
(h) Every question submitted to the adjourned Meeting shall be
decided in the first instance by a show of hands unless a poll is
(before, or on the declaration of the result of the show of hands)
demanded by the chairman of the adjourned Meeting, Petrol, the
Trustee or by one or more persons holding one or more Notes or
being proxies or representatives and holding or representing in the
aggregate not less than 2 per cent. of the principal amount of the
Notes then outstanding.
(i) Unless a poll is demanded, a declaration by the chairman of
the adjourned Meeting that a resolution has or has not been passed
shall be conclusive evidence of the fact without proof of the
number or proportion of the votes cast in favour or against the
resolution. In the case of an equality of votes, the chairman of
the adjourned Meeting shall both on a show of hands and on a poll
have a casting vote in addition to any other votes which he may
have.
(j) On a show of hands every holder who is present in person or
any person who is present and is a proxy or a representative shall
have one vote and on a poll every person who is so present shall
have one vote in respect of each EUR1,000 principal amount of Notes
held or in respect of which he is a proxy or a representative.
(k) To be passed, the Extraordinary Resolution requires a
majority in favour consisting of not less than 75 per cent. of the
persons voting upon a show of hands or, if a poll is duly demanded,
by a majority consisting of not less than 75 per cent. of the votes
cast on such poll. If passed, the Extraordinary Resolution will be
binding on all the Noteholders whether or not present at the
adjourned Meeting and whether or not voting, and upon all the
Couponholders and each of them shall be bound to give effect to it
accordingly. The passing of any such resolution shall be conclusive
evidence that the circumstances justify the passing thereof.
(l) This Notice and any non-contractual obligations arising out
of or in connection with it, are governed by English law.
(m) The Noteholders will be notified via Euroclear and
Clearstream, Luxembourg of the results of voting on the
Extraordinary Resolution within 14 days of such results being
known.
(n) The Tabulation Agent and Consent Solicitation Agent may be
contacted with any questions in relation to the Proposals or
Consent Solicitation.
(o) The Principal Paying Agent with respect to the Notes is:
PRINCIPAL PAYING AGENT
The Bank of New York Mellon
One Canada Square
London E14 5AL
United Kingdom
Attention: Manager, Corporate Trust Services
Telephone: +44 (0)20 7964 8877
Fax: +44 (0)20 7964 2536
Email: corpsovcee@bnymellon.com
(p) The Tabulation Agent with respect to the Consent Solicitation is:
TABULATION AGENT
The Bank of New York Mellon
One Canada Square
London E14 5AL
United Kingdom
Telephone: +44 (0)20 7964 4958
Fax: +44 (0)20 7964 2536
Email: debtrestructuring@bnymellon.com
(q) The Consent Solicitation Agent with respect to the Consent Solicitation is:
CONSENT SOLICITATION AGENT
Adamant Capital Partners AD
76A James Bourchier Blvd
Tower Hill
Sofia 1407
Republic of Bulgaria
Attention: Tatyana Stanoykova
Tel: + 359 2 422 5970
Email: tstanoykova@acp.bg
This Notice is given by:
PETROL AD 43 Cherni Vrah Blvd
Sofia 1407
Republic of Bulgaria
PETROL
Petrol AD
43 Cherni Vrah Blvd
Sofia 1407
Republic of Bulgaria
NAFTEX
Naftex Petrol EOOD
22 Bratya Miladinovi Str.
Varna
Republic of Bulgaria
Questions or requests for information in relation to the Consent
Solicitation or the Electronic Consent Instructions should be
directed to:
CONSENT SOLICITATION AGENT
Adamant Capital Partners AD
76A James Bourchier Blvd
Tower Hill
Sofia 1407
Republic of Bulgaria
Attention: Tatyana Stanoykova
Tel: + 359 2 422 5970
Email: tstanoykova@acp.bg
TABULATION AGENT
The Bank of New York Mellon
One Canada Square
London E14 5AL
United Kingdom
Telephone: +44 (0)20 7964 4958
Fax: +44 (0)20 7964 2536
Email: debtrestructuring@bnymellon.com
TRUSTEE
The Bank of New York Mellon
One Canada Square
London E14 5AL
United Kingdom
Attention: Manager, Corporate Trust Services
Telephone: +44 (0)20 7964 8877
Fax: +44 (0)20 7964 2536
Email: corpsovcee@bnymellon.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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