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Borets Holding Company Ltd - Tender Offer (MDA) - Launch

Borets Holding Company Ltd. announces Offer to purchase the outstanding Notes subject to Maximum Consideration Amount


24 MAY 2023


Full announcement available via Euronext


"Borets Holding Company Ltd. (the “Offeror”) today announces an invitation to the holders of the outstanding 6.0% Guaranteed Notes due 2026 having the original issued principal amount of U.S.$350,000,000 (the "Notes"), issued by Borets Finance DAC (the "Issuer") and unconditionally and irrevocably guaranteed by Levare International Limited, OOO Proizvodstvennaya Kompaniya Borets, OOO Lemaz, OOO Lysvaneftemash, OOO Oskolneftemash, Borets International FZE, Borets Seven Seas LLC, Levare U.S., Inc. and OOO Borets Muravlenko (the "Guarantors"), as further described in the table below, to tender their Notes for purchase by the Offeror for cash subject to the Maximum Consideration Amount in accordance with the modified Dutch auction procedures (the "Offer")."



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"Rationale for the Offer


In July 2022, the Group undertook a consent solicitation in respect of the Notes which was intended to restore the functionality obstructed by technical problems of the clearing systems to enable cancellation of the Notes outside the clearing systems and facilitate the Group’s aim of repurchasing the Notes from Noteholders. As a result of this consent solicitation, among other proposals, the concept of “Designated Notes” (as defined in the Conditions) was introduced in the Conditions, which allows the Group, including, but not limited to, the Issuer and the Guarantors to designate any Notes repurchased by the Group as cancelled regardless of whether such Notes were technically marked down in the clearing systems. The proposal was supported and approved by the requisite number of consents and became binding on all Noteholders upon execution of a supplemental trust deed on 29 July 2022.


In December 2022, the Group completed purchasing US$246,200,000 in principal amount of the Notes from Noteholders based primarily in Russia and designated the same as Designated Notes with effect from 15 December 2022. The Group has sufficient liquidity and cash reserves to continue to perform all of its obligations under the Notes and other liabilities as they fall due. At the same time, due to the significant uncertainty and market disruption caused by the geopolitical environment and related regulatory restrictions, including international sanctions and various counter measures introduced by Russian authorities, the Offeror is undertaking the Offer to provide Noteholders with an opportunity to liquidate their holding and exit their investment in the Notes by receiving the Purchase Consideration.


The purchase of the Notes validly tendered and accepted for purchase by the Offeror will be subject to the Transaction Conditions, including, but not limited to, receipt by the Group of the Governmental Commission Approval and funding of the Offeror in the amount sufficient to purchase the Notes validly tendered and accepted for purchase (see "Procedures for Participating in the Offer – Transaction Conditions" in the Tender Offer Memorandum). Notes repurchased by the Offeror pursuant to the Offer are intended to be cancelled or designated as Designated Notes and will not be re-issued or re-sold in the open market. Notes which have not been validly submitted or accepted for purchase pursuant to the Offer will remain outstanding."


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