16 July 2013 – Alliance Oil Company Ltd. (the “Issuer”) today announces the satisfaction of the Effectiveness Conditions (as defined below) to the Extraordinary Resolution (as defined below), in relation to the consent solicitation (the “Consent Solicitation”) in respect of its U.S.$350,000,000 9.875% Guaranteed Notes due 2015 (ISIN: XS0493579238/US018760AA67, CUSIP: 018760AA6) (the “Notes”). As set out in a solicitation memorandum dated 6 June 2013 (the “Solicitation Memorandum”), the Issuer was seeking to obtain from the holders of the Notes (“Noteholders”) consents to certain amendments to the leverage covenant (and related definitions) contained in the terms and conditions of the Notes in order to harmonise them with the provisions of the Issuer’s U.S.$500,000,000 7.000% Guaranteed Notes due 2020 which were issued on 3 May 2013 (ISIN: XS0925043100/ US018760AB41, CUSIP: 018760AB4) (the “Amendments”). The Amendments were approved by an extraordinary resolution (the “Extraordinary Resolution”) of the Noteholders at a meeting of Noteholders held on 28 June 2013.
Capitalised terms used but not defined in this announcement shall have the meanings given to such terms in the Solicitation Memorandum.
SATISFACTION OF THE EFFECTIVENESS CONDITIONS
Paragraph (a) of the Extraordinary Resolution, which approves the Amendments, was subject to:
- obtaining the corporate approvals of the Current Subsequently Approving Guarantors; and
- the delivery to the Trustee of certain legal opinions in relation thereto
(together, the “Effectiveness Conditions”).
In order to satisfy the Effectiveness Conditions, the following documents were entered into on 16 July 2013:
- a supplemental trust deed between the Issuer, Kolvinskoe Limited Liability Company, Open Joint Stock Company “Eastern Transnational Company”, Closed Joint-Stock Company Alliancetransoil, Closed Joint Stock Company Khvoinoye and Limited Liability Company “Alliance-Bunker” and the Trustee; and
- supplemental deeds of guarantee between the Trustee and each of (i) Open Joint Stock Company Oil Company Alliance, (ii) “Potential Oil” Limited Liability Partnership, (iii) Closed Joint-Stock Company Alliance Oil, (iv) Open Joint Stock Company “Pechoraneft”, (v) OPEN Joint Stock Company “Khabarovsknefteproduct”, (vi) Public Joint Stock Company “Primornefteprodukt”, (vii) Open Joint Stock Company “Amurnefteproduct” and (viii) Limited Liability Company SN-Gasproduction.
The Effectiveness Conditions have now been fully satisfied. Pursuant to the satisfaction of the Effectiveness Conditions, paragraph (a) of the Extraordinary Resolution shall take effect immediately.
FURTHER INFORMATION
Requests for information in relation to the Consent Solicitation should be directed to:
The Solicitation Agent: J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London E14 5JP United Kingdom
Telephone: +44 20 7134 3414
Email: emea_lm@jpmorgan.com
or
The Tabulation Agent: D.F. King & Co., Inc.
In London: Citypoint, 11th Floor
1 Ropemaker Street London EC2Y 9HT United Kingdom
Telephone: +44 207 920 9700
Email: allianceoil@dfking.com
In New York:
48 Wall Street, 22nd Floor
New York
NY 1005
United States
Telephone: +1 212 269 5550
Email: allianceoil@dfking.com
Facsimile: +1 212 709 3328
Attn: Elton Bagley
DISCLAIMERS
This release does not constitute or form part of, and should not be construed as, an offer for sale or subscription of, or a solicitation of any offer to buy, sell, exchange or subscribe for, any securities of the Issuer or any other entity.
This release must be read in conjunction with the Solicitation Memorandum. The complete terms and conditions of the Consent Solicitation are as described in the Solicitation Memorandum.
If a Noteholder is in any doubt as to the action they should take, they are recommended to seek their own financial advice, including in respect of any tax consequences, immediately from their stockbroker, bank manager, solicitor, accountant or other independent financial adviser.
The distribution of the Solicitation Memorandum and this release in certain jurisdictions may be restricted by law. Persons into whose possession the Solicitation Memorandum comes are required by the Issuer, the Solicitation Agent, the Tabulation Agent and the Trustee to inform themselves about, and to observe, any such restrictions. This release is addressed to U.S. persons and Italian persons solely in their capacity as holders in connection with the Consent Solicitation.
