3rd Dec 2009 15:30
Not for release, publication or distribution to any Italian Person or in, or into, Italy (See "Offer Restrictions" below).
Sistema Capital S.A. launches Offer to Purchase for Cash Any and All Outstanding U.S.$350,000,000 8.875% Senior Notes due 2011 and Solicitation of Consents to Amendments to the Notes Indenture
Sistema Capital S.A. (the "Issuer") announced today that it is making an offer to purchase for cash (the "Offer") any and all of its outstanding U.S. $350,000,000 8.875% Senior Notes due 2011 (the "Notes"). The Notes are guaranteed by Joint Stock Financial Corporation Sistema (the "Guarantor"). The Issuer also announced a solicitation of consents in relation to the Notes (the "Consent Solicitation").
Holders of the Notes (the "Noteholders") tendering the Notes will be deemed to have delivered consents to certain proposed amendments to the indenture pursuant to which the Notes were issued (the "Indenture") which, if approved by Noteholders possessing the requisite principal amount of Notes, will eliminate or substantially modify substantially all of the restrictive covenants and related provisions in the Indenture and the Notes and may have adverse consequences for Noteholders who do not tender in the Offer.
The purpose of the Offer and Consent Solicitation is for the Issuer to acquire any and all of the outstanding Notes and to amend the Indenture and the Notes to eliminate or substantially modify substantially all of the restrictive covenants and related provisions contained therein. The Offer is not conditional upon the Issuer receiving sufficient Consents in respect of the requisite principal amount of Notes.
The Offer and Consent Solicitation commences today and the Offer and Consent Solicitation will expire on January 7, 2010 (i) in respect of the Euroclear and Clearstream Notes, at 5:00 p.m. London time or (ii) in respect of the DTC Notes, at 5:00 p.m. New York City time, unless extended or earlier terminated (such date and time, as may be extended, the "Expiration Date"). Holders who wish to receive the Total Consideration (as defined below) must validly tender their Notes at or prior to December 17, 2009 (i) 5:00 p.m. London time through Euroclear Bank S.A./N.V. ("Euroclear") or Clearstream Banking, société anonyme ("Clearstream, Luxembourg") in respect of the Euroclear and Clearstream Notes or (ii) 5:00 p.m. New York City time through The Depository Trust Company ("DTC") in respect of the DTC Notes (together, such dates and times, as may be extended, the "Early Consent Deadline"). Holders who tender their Notes after the Early Consent Deadline and at or prior to the Expiration Date will receive only the Tender Consideration (as defined below). All Holders who tender their Notes will be deemed to have delivered their Consent. Holders may not tender their Notes without consenting to the adoption of the Proposed Amendments. Tendered Notes may be withdrawn and Consents may be revoked at any time at or prior to the Early Consent Deadline, but not thereafter.
The following table provides information with respect to the Notes and summarizes terms material to the determination of the Total Consideration and the Tender Consideration, each as defined below:
| Notes | ISINs Common Codes CUSIPs | A. Total Consideration | B. Early Consent Payment | C. Tender Consideration | |||||
| U.S.$350,000,000.008.875% Senior Notes due 2011 | Regulation S Notes (the Euroclear and Clearstream Notes) XS0184546371 018454637 L84592 AA 9
Rule 144A Notes (the DTC Notes) US82977RAA59 018454645 82977R AA 5 | U.S.$1,055.00 | U.S.$30.00 per U.S.$1,000.00 principal amount | Total Consideration minus Early Consent Payment (A-B=C) |
The "Total Consideration" for the Notes validly tendered pursuant to the Offer and Consents validly delivered pursuant to the Consent Solicitation at or prior to the Early Consent Deadline shall be 1,055.00 for each U.S.$1,000.00 principal amount of Notes, which includes an "Early Consent Payment" of U.S.$30.00 per U.S.$1,000.00 principal amount of Notes. The "Tender Consideration" is equal to the Total Consideration less the Early Consent Payment for the Notes. Subject to the terms and conditions set forth in this Offer to Purchase, the Issuer offers to pay the Total Consideration to each Holder that has properly tendered and not revoked its Consent and properly tendered and not withdrawn its Notes at or prior to the Early Consent Deadline.
The Issuer reserves the right, at any time following the Early Consent Deadline, to accept for purchase all of the Notes validly tendered at or prior to the Early Consent Deadline. Following the Early Consent Deadline, the Issuer will announce whether it intends to exercise this early purchase option with respect to the Notes (the "Announcement of Early Results"). If the Issuer elects to exercise this early purchase option, subject to satisfaction of certain conditions, it will pay the Total Consideration for the Notes on such date (the "Early Settlement Date") promptly following the Announcement of Early Results. On the Early Settlement Date, the Issuer will also pay accrued and unpaid interest up to, but not including, the Early Settlement Date on the Notes accepted for purchase.
The Offer is made upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated December 3, 2009 (the "Statement") and this release should be read in conjunction with the Statement. Capitalised terms used in this announcement shall have the meanings ascribed to them in the Statement, unless otherwise defined herein. The anticipated Offer timetable is summarized below.
| Indicative Timetable | Event | |
| December 3, 2009 | Launch | |
| December 17, 2009, at 5:00 p.m., London time, for tenders effectuated through Euroclear or Clearstream and at 5:00 p.m., New York City time, for tenders effectuated through DTC | Consent Deadline | |
| Expected to be December 18, 2009, on or around 9:00 a.m. New York City time | Announcement of Early Results | |
| Expected to be December 22, 2009, but in any case on or before December 24, 2009 | Early Settlement Date | |
| January 7, 2010, at 5:00 p.m., London time for tenders effectuated through Euroclear or Clearstream and at 5:00 p.m., New York City time for tenders effectuated through DTC | Expiration Date | |
| Expected to be January 11, 2010, on or around 9:00 a.m. New York City time | Announcement of Final Results | |
| Expected to be January 12, 2009 | Final Settlement Date |
Credit Suisse Securities (Europe) Limited is acting as Dealer Manager for the Offer. Deutsche Bank AG, London Branch is acting as Tender Agent with respect to the Euroclear and Clearstream Notes and Deutsche Bank Trust Company Americas is acting as Tender Agent with respect to the DTC Notes. For detailed terms of the Offer please refer to the Statement, which can be obtained from the Dealer Manager and Tender Agents referred to below.
Further details on the Offer can be obtained from:
Dealer Manager:
| Credit Suisse Securities (Europe) Limited One Cabot SquareLondon E14 4QJAttn: Liability Management Group Telephone: +44 20 7883 6748Fascimile: +44 20 7892 1310Email: [email protected] |
Tender Agent in respect of the Euroclear and Clearstream Notes:
| Deutsche Bank AG, London BranchWinchester House1 Great Winchester StreetLondon EC2N 2DBAttention: Restructuring Services Facsimile: +44 20 7547 5001Tel: +44 20 7547 5000Email: [email protected] |
Tender Agent in respect of the DTC Notes:
| Deutsche Bank Trust Company AmericasTrust & Securities Services60 Wall Street, 27th Floor Mail Stop: NYC60-2710New York, New York 10005Attention: Manager, Corporates TeamFacsimile: +1 732 578 4635Tel: +1 800 735 7777Email: [email protected] |
This press release does not constitute, or form part of, any solicitation or any offer or invitation to sell any securities in any jurisdiction.
OFFER RESTRICTIONS
The Offer does not constitute an offer to buy or the solicitation of an offer to sell the Notes, an invitation or an offer to sell or the solicitation of an invitation to buy the Notes or a solicitation of Consents in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of the Issuer by the Dealer Manager or one or more registered brokers or dealers licensed under the laws of such jurisdiction. Neither the delivery of this Offer nor any purchase of Notes shall under any circumstances create any implication that the information contained herein or incorporated herein by reference is correct as of any time subsequent to the date hereof or, in the case of information incorporated herein by reference, subsequent to the date thereof, or that there has been no change in the information set forth herein or incorporated herein by reference or in any attachments hereto or in the affairs of the Issuer or the Guarantor, or any of their affiliates since the date hereof.
Belgium
In Belgium, the Offer will not, directly or indirectly, be made to, or for the account of, any person other than qualifying institutional investors referred to in article 6 paragraph 3 of the Law of April 1, 2007 on public acquisition offers, each acting on their own account. This Offer not been and will not be submitted to nor approved by the Belgian Banking, Finance and Insurance Commission (Commission Bancaire, Financière et des Assurances/Commissie voor het Bank, Financie en Asurantiewezen) and accordingly may not be used in connection with any offer in Belgium except as may be permitted by law.
France
The Offer and the Consent Solicitation are not being made, directly or indirectly, to the public in the Republic of France. The Offer or any other document or material relating to the Offer and the Consent Solicitation may not be distributed to the public in the Republic of France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals, all as defined in and in accordance with Articles L.411-1. L.411-2 and D.411-1 to D.411-3 of the French Code monétaire et financier, are eligible to participate in the Offer and the Consent Solicitation. This Offer has not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.
Italy
The Offer and the Consent Solicitation are not being made, and will not be made, directly or indirectly, in the Republic of Italy. The Offer and the Consent Solicitation and the Offer have not been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) or the Bank of Italy pursuant to Italian laws and regulations. Accordingly, Holders are hereby notified that, to the extent such Holders are Italian residents or persons located in the Republic of Italy, the Offer is not available to them and they may not tender their Notes and, as such, any instruction received from such persons with regard to the Offer or the Consent Solicitation shall be ineffective and void, and neither the Offer nor any other documents or materials relating to the Offer, the Consent Solicitation or the Notes may be distributed or made available in the Republic of Italy.
United Kingdom
The communication of this Offer 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 authorized person for the purpose of Section 21 of the Financial Services and Markets Act 2000 ("FSMA"). Accordingly such documents and/or materials are not being distributed to, and must not be passed on to, the 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 FSMA (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 Financial Promotion Order.
The Grand Duchy of Luxembourg
Under no circumstances shall this Offer constitute an offer to sell or issue, or the solicitation of an offer to buy or subscribe for Notes in the Grand Duchy of Luxembourg.
Copyright Business Wire 2009
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