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Borets Holding Company Ltd - Tender Offer (XS/US) - Final Tender Results

Borets Holding Company Ltd. Announces Final Tender Results

22 JANUARY 2024


Full announcement available, including offer and distribution restrictions, available via Euronext 


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"As of the Expiration Deadline, being 4.00 pm London time on 26 June 2023, the Tender Agent received Tender Instructionsin respect of U.S.$53,696,000.00 in principal amount of the Notes, and the Offeror has accepted for purchase all of the validly tendered Notes as set forth in the table below:



Noteholders that have tendered their Notes at or prior to the Early Tender Deadline shall be eligible to receive the Early Tender Premium together with the Purchase Price plus the Accrued Interest in respect of the Notes validly tendered and accepted by the Offeror. Noteholders that have tendered their Notes after the Early Tender Deadline but at or prior to the Expiration Deadline will only be eligible to receive the Purchase Price plus the Accrued Interest in respect of the Notes validly tendered and accepted by the Offeror.


The Group reiterates that the Governmental Commission Approval required to settle the Offer has been procured and the Transaction Conditions have been satisfied.


The Offeror will proceed with the settlement of the Offer on the terms and subject to the conditions set forth in the Tender Offer Memorandum. The Offeror currently expects that the Offer Settlement Period may comprise between two and four weeks depending on settlement arrangements with individual Noteholders whose Notes have been accepted for purchase in the Offer. 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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Borets Holding Company Ltd. Announces Preliminary Tender Results


27 JUNE 2023


Full announcement available via Euronext


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"As of the Expiration Deadline, being 4.00 pm London time on 26 June 2023, the Tender Agent received Tender Instructions in respect of U.S.$53,696,000.00 in principal amount of the Notes.


Noteholders that have tendered their Notes at or prior to the Early Tender Deadline shall be eligible to receive the Early Tender Premium together with the Purchase Price plus the Accrued Interest in respect of the Notes validly tendered and accepted by the Offeror. Noteholders tendering their Notes after the Early Tender Deadline but at or prior to the Expiration Deadline will only be eligible to receive the Purchase Price plus the Accrued Interest in respect of the Notes validly tendered and accepted by the Offeror.


The Group will proceed to apply for the Governmental Commission Approval for the purchase of the validly tendered and accepted Notes pursuant to the Offer. As soon as reasonably practicable after receipt of the Governmental Commission Approval, subject to satisfaction or waiver of the other Transaction Conditions, the Offeror expects to announce the final results of the Offer including the Purchase Price, the Final Acceptance Amount and the aggregate principal amount of the Notes that are expected to remain outstanding following completion of the Offer."


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Borets Holding Company Ltd. Announces Early Tender Results and Change in Maximum Consideration Amount


12 JUNE 2023


Full announcement available via Euronext


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"Early Tender Results


As of the Early Tender Deadline, being 4.00 pm London time on 8 June 2023, the Tender Agent received Tender Instructions in respect of U.S.$53,296,000 in principal amount of the Notes.


Noteholders that have tendered their Notes at or prior to the Early Tender Deadline shall be eligible to receive the Early Tender Premium together with the Purchase Price plus the Accrued Interest in respect of the Notes validly tendered and accepted by the Offeror. Noteholders tendering their Notes after the Early Tender Deadline but at or prior to the Expiration Deadline will only be eligible to receive the Purchase Price plus the Accrued Interest in respect of the Notes

validly tendered and accepted by the Offeror.


Change in Maximum Consideration Amount


The Offeror has determined to amend the Maximum Consideration Amount to U.S.$80,000,000 in principal amount of the Notes (the “New Maximum Consideration Amount”). Notwithstanding anything to the contrary contained in the Tender Offer Memorandum, the Offeror intends to purchase validly tendered Notes in the aggregate principal amount no greater than the New Maximum Consideration Amount, on the terms and subject to the conditions contained in the Tender Offer Memorandum, as amended hereby.


Save as set forth above, all other terms of the Offer will continue to apply, unless further amended, extended, withdrawn or terminated by the Offeror. No further actions are required from the Noteholders that have already validly delivered Tender Instructions in the Offer and such Tender Instructions remain valid and may not be revoked, except in the limited circumstances described in the Tender Offer Memorandum.


As soon as reasonably practicable after receipt of the Governmental Commission following the Expiration Deadline, subject to satisfaction or waiver of the other Transaction Conditions, the Offeror expects to announce the final results of the Offer including the Purchase Price, the Final Acceptance Amount, the Scaling Factor (if applicable) and the aggregate principal amount of the Notes that are expected to remain outstanding following completion of the Offer."


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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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