TIDM74JJ
RNS Number : 9297U
Petrol AD
03 August 2020
3 August 2020, Sofia.
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE
MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU)
596/2014.
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY
SHOULD TAKE OR IS UNSURE OF THE IMPACT OF THE IMPLEMENTATION OF ANY
EXTRAORDINARY RESOLUTION TO BE PROPOSED AT A MEETING, THEY SHOULD
SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE, INCLUDING AS TO ANY TAX
CONSEQUENCES, IMMEDIATELY FROM THEIR STOCKBROKER, BANK MANAGER,
SOLICITOR, ACCOUNTANT OR OTHER INDEPENT FINANCIAL ADVISER.
NOTICE OF MEETING OF THE HOLDERS OF THE
EUR100,000,000 8.375 PER CENT. GUARANTEED NOTES DUE 2022 (THE
"NOTES") OF WHICH EUR18,659,000 OF THE NOTES ARE OUTSTANDING,
ISSUED BY
PETROL AD ("PETROL")
AND GUARANTEED BY
ELIT PETROL - LOVECH
AD ("ELIT PETROL")
ISIN: XS0271812447
NOTICE OF MEETING OF THE HOLDERS OF THE NOTES (THE "NOTEHOLDERS
") TO BE CONVENED PURSUANT TO, AND AS PART OF, A CONSENT
SOLICITATION MADE BY PETROL
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)) as modified and supplemented by
regulations made pursuant to Paragraph 21 of Schedule 3 to the
Trust Deed to enable the meeting to be conducted by teleconference
a meeting (a "Meeting" (which expression includes any adjourned
meeting) of the Noteholders convened by Petrol will be held via
teleconference (in light of the ongoing COVID-19 pandemic and in
order to maintain social distancing and avoid non-essential travel)
on 25 August 2020 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.
It is acknowledged that the communication and transmission
systems and information sharing platforms used for a teleconference
may not be secure and there are security and other risks associated
with the use of these systems and platforms, In no event shall the
Issuer, the Trustee, the Consent Solicitation Agent or the
Principal Paying Agent be liable for any losses or liabilities to
any person as a result of or in connection with, receiving or
transmitting any information relating to the holding or conducting
of the teleconference via any non-secure method of transmission or
communication or the use of any information sharing platform.
Unless the context otherwise requires, capitalised terms used in
this notice shall bear the meanings given to them in the Fourth
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 3 August 2020 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 waivers 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, tax and/or legal 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 2022 (the "Notes") of which
EUR18,659,000 of the Notes are outstanding, issued by Petrol AD
("Petrol") and guaranteed by Elit Petrol - Lovech AD ("Elit
Petrol") constituted by a trust deed dated 26 October 2006, as
modified by a supplemental trust deed dated 6 October 2011, as
further modified by a second supplemental trust deed dated 6
January 2012 and a third supplemental trust deed dated 23 December
2016 (the "Trust Deed") made between Petrol, Elit Petrol and The
Bank of New York Mellon (the "Trustee") as trustee for the holders
of the Notes hereby:
(a) assents to and approves 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 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 2027;
(b) Other than as specified below, the Notes are not optionally
redeemable prior to 26 January 2027.";
(ii) the deletion of Condition 4 (Interest) and insertion of the following:
"The Notes bear interest from and including the Issue Date,
payable (1) annually in arrear on 26 January in each year for the
period to (but excluding) the Effective Date at the rate of 7.5 per
cent. per annum; (2) semi-annually in arrear on 26 January and on
26 July in each year for the period from (and including) the
Effective Date to (but excluding) 26 January 2027 at the rate of
4.24 per cent. per annum (the "Rate of Interest"), save that the
interest payable for the period from (and including) 26 January
2020 to (but excluding) 26 January 2021 shall be payable in two
equal instalments on 26 January 2021 and 26 July 2021 (and, for the
avoidance of doubt, no interest shall accrue on the interest amount
to be paid on 26 July 2021) (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 the Interest Payment Date
falling on 26 January 2021 shall be EUR31.3541 in respect of each
EUR1,000 in principal amount of each Note (which is the first
instalment of interest payable for the period from (and including)
26 January 2020 to (but excluding) 26 January 2021). The amount of
interest payable (in accordance with paragraph (e) (Record date) of
Condition 6 (Payments)) on the Interest Payment Date falling on 26
July 2021 shall be (1) EUR31.3541 in respect of each EUR1,000 in
principal amount of each Note (which is the second instalment of
interest payable for the period from (and including) 26 January
2020 to (but excluding) 26 January 2021) (the "Deferred Interest
Payment"); and (2) EUR21.20 in respect of each EUR1,000 in
principal amount of each Note in respect of the interest payable
for the period from (and including) 26 January 2021 to (but
excluding) 26 July 2021 only. The amount of interest payable on
each Interest Payment Date from (and including) 26 January 2022 to
(but excluding) 26 January 2027 shall be EUR21.20 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 product of (1)
number of days in such Regular Period and (2) the number of Regular
Periods in any one year; and
(ii) the number of days in such Calculation Period falling in
the next Regular Period divided by the product of (1) number of
days in such Regular Period and (2) the number of Regular Periods
in any one year;
"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;
"Effective Date" means 10 September 2020;
"Regular Date" means (a) 26 January in any year to (but
excluding) 26 January 2021 and (b) 26 January and 26 July in any
year from (and including) 26 January 2021; and
"Regular Period" means each period from (and including) any
Regular Date to (but excluding) the next Regular Date."; and
(iii) the deletion of paragraph (e) (Record date) of Condition 6
(Payments) and insertion of the following:
"Record date: Each payment in respect of a Note will be made as
follows:
(1) the Deferred Interest Payment, will be to the Person shown
as the Holder in the Register at the opening of business in the
place of the Registrar's Specified Office on the fifteenth day
before 26 January 2021; and
(2) each other payment will be to the Person shown as the Holder
in the Register at the opening of business in the place of the
Registrar's Specified Office on the fifteenth day before the due
date for such payment,
(each such date, a "Record Date").
Where payment in respect of a Note is to be made by cheque, the
cheque will be mailed to the address shown as the address of the
Holder in the Register at the opening of business on the relevant
Record Date.";
(b) assents to, 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 " Fourth
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; and
(ii) 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 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 or loss in respect of any act or omission for which it
may have become liable or 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 (including without limitation the
execution by the Trustee of the Fourth Supplemental Trust Deed) or
the implementation of those modifications and amendments, and
confirms that the Trustee is not required to request or receive any
legal opinions in relation to implementation of this Extraordinary
Resolution;
(e) waives irrevocably any claim that the Noteholders may have
against the Trustee arising as a result of any loss or damage which
any Noteholder may suffer or incur as a result of the Trustee
acting upon this Extraordinary Resolution (including, without
limitation, circumstances where it is subsequently found that this
Extraordinary Resolution is not valid or binding on the Noteholders
or that there is a defect in the passing of this Extraordinary
Resolution) and further confirms that the Noteholders will not seek
to hold the Trustee liable for any such loss or damage and that the
Trustee shall not be responsible to any person for acting upon this
Extraordinary Resolution;
(f) discharges and exonerates the Issuer and the Trustee from
any and all liability or loss in respect of any act or omission for
which either of them may have become liable or responsible under
the Trust Deed, and waives irrevocably any claim that the
Noteholders may have against the Issuer or Trustee arising as a
result of any loss or damage which any Noteholder may suffer or
incur, relating to any breach or possible breach of the Trust Deed
that has or may occur as a result of the Meeting been convened,
conducted and held by teleconference; and
(g) acknowledges and declares that capitalised terms used in
this Extraordinary Resolution have the same meanings as those
defined in the Fourth 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).
The above Meeting of Noteholders is being convened in accordance
with the terms of the Trust Deed as modified and supplemented by
regulations made pursuant to Paragraph 21 of Schedule 3 to the
Trust Deed to enable the meeting to be conducted by teleconference
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 the Amendment Date which is
expected to be on or around 25 August 2020 or if the Extraordinary
Resolution is passed at an adjourned meeting immediately after such
adjourned meeting.
Documents Available for Inspection
Noteholders may, at any time inspect electronic copies of the
documents by emailing the Consent Solicitation Agent at
solicitation@acp.bg on or before the Business Day prior to the
Meeting or, if applicable, any adjourned Meeting.
The documents available for inspection are:
-- the Trust Deed dated 26 October 2006;
-- the Supplemental Trust Deed dated 6 October 2011;
-- the Second Supplemental Trust Deed dated 6 January 2012;
-- the Third Supplemental Trust Deed dated 23 December 2016;
-- the Agency Agreement dated 26 October 2006;
-- the Supplemental Agency Agreement dated 23 December 2016;
-- the latest draft of the Fourth Supplemental Trust Deed
referred to in the Extraordinary Resolution set out above; and
-- a copy of the Consent Solicitation Memorandum dated 3 August
2020 relating to the Notes (the "Consent Solicitation
Memorandum").
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 submitted 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
Registered Holder to appoint one or more employees of the Principal
Paying Agent (as the Principal Paying Agent shall determine) as the
proxy of the Registered Holder to attend the 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.
(c) 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 Meeting, appoint any
person (a "proxy") to act on his or its behalf in connection with
the Meeting (or any adjourned Meeting). A holder of a Note which is
a corporation may by delivering to any Agent not later than 24
hours before the time fixed for any meeting a resolution of its
Directors or other governing body in English authorise any person
to act as its representative (a "representative") in connection
with the Meeting (or any adjourned Meeting).
A proxy so appointed shall so long as such appointment remains
in force be deemed, for all purposes in connection with the Meeting
(or any 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.
(d) A Noteholder entitled and wishing to attend the Meeting or
the proxy or representative appointed to attend the Meeting on
their behalf may obtain dial-in details by providing email contact
details to the Tabulation Agent at any time up to 24 hours before
the time fixed for the Meeting. Upon the Tabulation Agent being
satisfied that such Noteholder, proxy or representative requesting
the same has provided satisfactory evidence of identification and
satisfactory evidence of their holdings of the Notes or of the
Notes that they represent, the dial in details will be provided to
such Noteholder, representative or proxy prior to the Meeting.
(e) 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 or her choice be appointed as proxy to attend and
vote in respect of his or her Notes or (ii) request that the
Registered Holder appoint an employee of the Principal Paying Agent
(or its nominee) as proxy to cast the votes relating to the Notes
in which he has an interest at the Meeting (or any adjourned
Meeting) and instructing him that votes attributable to his or her
Notes are to be cast in a particular way in relation to the
resolution to be put to the Meeting (or any adjourned Meeting).
(f) 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 Meeting
(or any adjourned such 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 Meeting or any adjourned such 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 (e) above
as applicable.
(g) Any instruction is, during the period commencing 24 hours
before the time fixed for the Meeting or any adjourned Meeting and
ending at the conclusion or adjournment of the Meeting, neither
revocable nor capable of amendment.
(h) The quorum at the 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 75 per cent.
in principal amount of the Notes for the time being outstanding.
If, within 15 minutes after the time fixed for the Meeting, a
quorum is not present, then the chairman may either dissolve the
Meeting (subject to the agreement of Petrol and the Trustee) or
adjourn it for such period, being not less than 14 days nor more
than 42 days, and to such time and place as the chairman of the
Meeting determines.
(i) The quorum at any adjourned such 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
Meeting shall be dissolved.
(j) Every question submitted to the 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 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.
(k) Unless a poll is demanded, a declaration by the chairman of
the 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 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.
(l) 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.
(m) 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
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.
(n) This notice and any non-contractual obligations arising out
of or in connection with it, are governed by English law.
(o) 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.
(p) The Principal Paying Agent and Consent Solicitation Agent
may be contacted with any questions in relation to the Proposals or
Consent Solicitation.
(q) The Principal Paying Agent with respect to the Notes is:
PRINCIPAL PAYING AGENT
The Bank of New York Mellon, London Branch
One Canada Square
London E14 5AL
United Kingdom
(r) The Consent Solicitation Agent with respect to the Consent Solicitation is:
CONSENT SOLICITATION AGENT
Adamant Capital Partners AD
7-9 Chervena Stena str, fl.1, office A1
Sofia 1421
Republic of Bulgaria
Attention: Miroslav Velikov
Tel: + 359 2 422 5992
Email: solicitation @acp.bg
(s) The Tabulation Agent with respect to the Consent Solicitation is:
TABULATION AGENT
The Bank of New York Mellon, London Branch
Debt Restructuring Services
Merck House, Seldown, Poole, Dorset BH15 1PX
United Kingdom
Email: debtrestructuring@bnymellon.com
This Notice of Meeting is released by Petrol AD of 43 Cherni
Vrah Blvd, Sofia 1407, Republic of Bulgaria and contains
information in relation to the Notes that qualified or may have
qualified as inside information for the purposes of the Regulation
(EU) 596/2014 (the "Market Abuse Regulation"), encompassing
information relating to the Proposals. For the purposes of the
Market Abuse Regulation and Article 2 of Commission Implementing
Regulation (EU) 2016/1055, this Notice of Meeting is made by Milko
Dimitrov, Chief Executive Officer for Petrol AD.
PETROL
Petrol AD
43 Cherni Vrah Blvd
Sofia 1407
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
7-9 Chervena Stena str, fl.1, office A1
Sofia 1421
Republic of Bulgaria
Attention: Miroslav Velikov
Tel: + 359 2 422 5992
Email: solicitation@acp.bg
TABULATION AGENT
The Bank of New York Mellon, London Branch
Debt Restructuring Services
Merck House, Seldown, Poole, Dorset BH15 1PX
United Kingdom
Email: debtrestructuring@bnymellon.com
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
NOGGZGGRLFDGGZG
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August 03, 2020 05:07 ET (09:07 GMT)
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