11th Jan 2010 14:00
Not for release, publication or distribution to any Italian Person or in, or into, Italy (See "Offer Restrictions" below).
Sistema Capital S.A., a société anonyme, having its registered office at 5 rue Eugène Ruppert L-2453 Luxembourg and registered with the Luxembourg trade and companies registrar under number B.97121 (the "Issuer"), announced today that it has accepted for purchase all of the Notes validly tendered in respect of its previously announced tender offer for its 8.875% Senior Notes due 2011 (the "Notes").
U.S.$435,000 of the outstanding U.S.$350,000,000 aggregate principal amount of the Notes (0.1%) were tendered after the Early Consent Deadline and on or before January 7, 2010 (the "Expiration Date") and U.S.$256,895,000 of the outstanding U.S.$350,000,000 aggregate principal amount of the Notes (73.4%) were tendered on or before December 17, 2009 (the "Early Consent Deadline"). Accordingly, Noteholders have tendered a total of U.S.$257,330,000 of the outstanding U.S.$350,000,000 aggregate principal amount of the Notes (73.5%) pursuant to the Offer.
On or before the Early Consent Deadline, Noteholders delivered the required majority of Consents to adopt the Proposed Amendments to the Indenture that eliminated or modified certain covenants and other provisions in the Indenture and the Notes. Such amendments have adverse consequences for Noteholders who did not tender in the Offer.
Notes validly tendered on or before the Early Consent Deadline received the Total Consideration plus accrued and unpaid interest to, but not including, the Early Settlement Date (December, 23 2009). The "Total Consideration" for the Notes validly tendered pursuant to the Offer and Consents validly delivered pursuant to the Consent Solicitation and on or before the Early Consent Deadline was U.S.$1,055.00 for each U.S.$1,000.00 principal amount of Notes, which included 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 the Offer to Purchase and Consent Solicitation Statement dated December 3, 2009 (the "Statement"), the Issuer shall pay the Tender Consideration plus accrued and unpaid interest to, but not including, the Final Settlement Date for Notes validly tendered and Consents validly delivered after the Early Consent Deadline and on or before the Expiration Date. Notes validly tendered after the Early Consent Deadline but on or before the Expiration Date can not be withdrawn and will be settled on the Final Settlement Date (January 12, 2010).
The Tender Offer was made upon the terms and subject to the conditions set forth in the Statement and this release should be read in conjunction with the Statement. Capitalized terms used in this announcement shall have the meanings ascribed to them in the Statement, unless otherwise defined herein.
Credit Suisse Securities (Europe) Limited acted as Dealer Manager for the Offer. Deutsche Bank AG, London Branch acted as Tender Agent with respect to the Euroclear and Clearstream Notes and Deutsche Bank Trust Company Americas acted 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 Telephone: +44 20 7547 5000Facsimile: +44 20 7547 5001Email: [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 Team Tel: +1 800 735 7777Facsimile: +1 732 578 4635Email: [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 2010
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