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Arab Petroleum Investments Corporation - Consent Solicitation - Results - LIBOR

announces the results of the Consent Solicitation in respect of its

U.S.$300,000,000 Floating Rate Notes due 2024, ISIN: XS1966017672 of the Issuer

U.S.$325,000,000 Floating Rate Notes due 2024, ISIN: XS2082322822 of the Issuer

(each a "Series" and together the "Notes")


26 JUNE 2023


Full announcement including disclaimers and offer restrictions available via Euronext


"26 June 2023. On 17 May 2023, the Issuer announced an invitation (the "Consent Solicitation") to Holders of the Notes to consent, by way of Extraordinary Resolution at separate meetings of the holders of each Series, to the modification of the terms and conditions of each Series and consequential or related amendments to the transaction documents of such Series such that the existing USD LIBOR interest basis is replaced by a Compounded SOFR interest basis as well as to add or amend benchmark fallback provisions, as proposed by the Issuer.


Notice is hereby given to the Holders of the above Notes that, at the Meeting of such Holders in respect of each Series of Notes held at the offices of Clifford Chance LLP at 10 Upper Bank Street, London, E14 5JJ on 22 June 2023 at 10:00 a.m. (London time), the Extraordinary Resolution in respect of each Series of Notes set out in the Notice of Adjourned Meeting previously notified to Noteholders in accordance with the terms of the Fiscal Agency Agreement for such Notes was duly passed and the Eligibility Condition satisfied. Accordingly, the modifications referred to in the Extraordinary Resolution in respect of each Series of Notes will be implemented with effect from the Implementation Date and the Issuer will arrange for the Supplemental Agency Agreement in respect of each Series of Notes to be executed by the relevant parties thereto."

 

Results of Consent Solicitation


23 JUNE 2023


Full announcement including disclaimers and offer restrictions available via Euronext


...


"U.S.$325,000,000 Floating Rate Notes due 2024, ISIN: XS2082322822 (the "Notes")

of the Issuer


NOTICE IS HEREBY GIVEN to the Holders of the above Notes that, at the Meeting of such Holders held at the offices of Clifford Chance LLP at 10 Upper Bank Street, London, E14 5JJ on 22 June 2023 at 10:00 a.m. (London time), the Extraordinary Resolution set out in the Notice of Meeting previously notified to Noteholders in accordance with the terms of the Fiscal Agency Agreement for such Notes was duly passed and the Eligibility Condition satisfied.


Accordingly, the modifications referred to in the Extraordinary Resolution will be implemented with effect from the Implementation Date and the Issuer will arrange for the Supplemental Agency Agreement to be executed by the relevant parties thereto.


Unless the context otherwise requires, capitalised terms used but not defined in this Notice shall have the meaning given in the consent Solicitation Memorandum dated 17 May 2023.

All Notes in respect of which Electronic Voting Instructions had been submitted will be unblocked promptly in the relevant account in the Clearing Systems."


...


"U.S.$300,000,000 Floating Rate Notes due 2024, ISIN: XS1966017672 (the "Notes")

of the Issuer


NOTICE IS HEREBY GIVEN to the Holders of the above Notes that, at the Meeting of such Holders held at the offices of Clifford Chance LLP at 10 Upper Bank Street, London, E14 5JJ on 22 June 2023 at 10:00 a.m. (London time), the Extraordinary Resolution set out in the Notice of Meeting previously notified to Noteholders in accordance with the terms of the Fiscal Agency Agreement for such Notes was duly passed and the Eligibility Condition satisfied. Accordingly, the modifications referred to in the Extraordinary Resolution will be implemented with effect from the Implementation Date and the Issuer will arrange for the Supplemental Agency Agreement to be executed by the relevant parties thereto.


Unless the context otherwise requires, capitalised terms used but not defined in this Notice shall have the meaning given in the consent Solicitation Memorandum dated 17 May 2023.


All Notes in respect of which Electronic Voting Instructions had been submitted will be unblocked promptly in the relevant account in the Clearing Systems."


...

 

NOTICE OF SEPARATE ADJOURNED MEETINGS


08 JUNE 2023


Full announcement including disclaimers and offer restrictions available via Euronext


"NOTICE IS HEREBY GIVEN that following the adjournment of each separate meeting held at 10:00 a.m. (London time) on 8 June 2023 due to a lack of quorum, separate adjourned meetings (each a "Meeting" and together the "Meetings") of the holders of each Series (the "Noteholders") convened by the Issuer will be held at the offices of Clifford Chance LLP at 10 Upper Bank Street, London, E14 5JJ, United Kingdom, at 10:00 a.m. (London time) on 22 June 2023 for the purpose of considering and, if thought fit, passing the following resolution which will, in respect of each Series, be proposed as an Extraordinary Resolution in accordance with the provisions of: (i) in the case of the April 2024 Notes, the agency agreement dated 29 August 2018, as modified, supplemented and/or restated from time to time up to the date of issue of the April 2024 Notes (the "April 2024 Notes Agency Agreement"), made between, inter alios, the Issuer, the Bank of New York Mellon SA/NV, Luxembourg Branch (the "Registrar") and the Bank of New York Mellon, London Branch as issuing and paying agent (the "Issuing and Paying Agent"); and (ii) in the case of the December 2024 Notes, the agency agreement dated 4 December 2019 (the "December 2024 Agency Agreement" and, together with the April 2024 Notes Agency Agreement, the "Agency Agreements"), made between, inter alios, the Issuer, the Registrar and the Bank of New York Mellon, London Branch as fiscal agent (the "Fiscal Agent" and together with the Issuing and Paying Agent, the "Agents"). The first Meeting (in respect of the April 2024 Notes) will commence at 10:00 a.m. (London time), with the subsequent Meeting (in respect of the December 2024 Notes) being held after the completion of the preceding Meeting. Capitalised terms used but not defined in this Notice have the meanings given to them in the applicable Agency Agreement or the terms and conditions of the relevant Series (the "Conditions")."


...


 

announces consent solicitation in respect of its

USD 300,000,000 Floating Rate Notes due April 2024 (XS1966017672) (the "April 2024 Notes"); and

USD 325,000,000 Floating Rate Notes due December 2024 (XS2082322822) (the "December 2024 Notes")

(each a "Series" and together the "Notes")


17 MAY 2023


Full announcement including disclaimers and offer restrictions available via Euronext


"17 May 2023. The Issuer announces today an invitation (the "Consent Solicitation") to holders of the Notes to consent, by way of Extraordinary Resolutions at separate meetings of the holders of each Series of Notes, to the modifications of the terms and conditions of each Series and consequential or related amendments to the transaction documents of such Series such that the existing USD LIBOR interest basis is replaced by a Compounded SOFR interest basis as well as to add or amend benchmark fallback provisions, as further described under "Summary of the Proposals" below."


...


"Summary of the Proposals


The relevant proposal for each Series is for the existing USD LIBOR interest basis that applies to such Series to be replaced by a Compounded SOFR interest basis, such that a Compounded SOFR interest basis shall apply to such Series from the first Interest Period for which the relevant Interest Determination Date falls on or after 1 July 2023. For the April 2024 Notes, such Interest Period shall be the Interest Period that commences on 1 October 2023 and, for the December 2024 Notes, such Interest Period shall be the Interest Period that commences on 4 September 2023. The relevant proposal for each Series would also add or amend benchmark fallback provisions to the Conditions for each Series of Notes.


If the Extraordinary Resolution is passed in respect of any Series, the proposed amendments to the relevant Conditions will be binding on all Noteholders of such Series of Notes, including those Noteholders of such Series who do not vote in respect of, or vote against, the relevant Proposals.

If the Extraordinary Resolution is passed at the relevant Meeting in respect of any Series and the relevant Eligibility Condition is satisfied (or waived), the Issuer will determine when execution and delivery of the relevant Supplemental Agency Agreement is to take place and will announce the effective date for implementation of the relevant Proposals.

Noteholders are advised to review the relevant Supplemental Agency Agreement, which sets out the proposed amendments to the relevant Conditions as appended to the Consent Solicitation Memorandum at Annex B (Form of the April 2024 Notes Supplemental Agency Agreement) and Annex C (Form of the December 2024 Notes), as applicable.


No Consent Fee is payable in connection with the Proposals."

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