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Eurochem Finance D.A.C. - Consent Solicitation (XS) - Notice of Adjourned Meeting

EUROCHEM Finance D.A.C. (the “Issuer”) NOTICE OF ADJOURNED MEETING to the holders of outstanding U.S.$700,000,000 5.50 per cent. guaranteed notes due 2024 (the “Notes”) issued by the Issuer (Regulation S ISIN: XS1961080501, Common Code: 196108050; Rule 144A ISIN: US29873VAB09, Common Code: 196179887, CUSIP: 29873V AB0)

27 FEBRUARY 2024


Full announcement including disclaimers and offer/distribution restrictions available via Euronext


"NOTICE IS HEREBY GIVEN that (i) a meeting the holders of the Notes (the “Noteholders”) held virtually by teleconference (using a video enabled platform) on 26 February 2024 at 5:00 p.m. (London time) (the “Original Meeting”) was adjourned due to a lack of quorum, and (ii) an adjourned meeting (the “Adjourned Meeting”) of the Noteholders convened by the Issuer will be held virtually by teleconference (using a video enabled platform) on 12 March 2024 at 11:00 a.m. (London time) for the purpose of considering and, if thought fit, passing the Extraordinary Resolution. Deadline for submitting Consent Instructions was extended from 21 February 2024 at 5:00 p.m. (London time) to 7 March 2024 at 5:00 p.m. (London time). All other terms of the Consent Solicitation will remain the same. Noteholders who have already delivered Consent Instructions for the Consent Solicitation will be deemed valid at the Adjourned Meeting.


Capitalised terms used but not defined in this Notice of Adjourned Meeting have the meanings given to them in the consent solicitation memorandum in respect of the Notes dated 2 February 2024 (the “Consent Solicitation Memorandum”), which can be obtained by registering at https://i2capmark.com/event-details/72/Holder/eurochemfinance-dac.


Background


The Issuer has convened the Adjourned Meeting in order to deliberate on the same agenda as the Original Meeting, inter alia, for the purpose of enabling the Noteholders to consider and resolve, if they think fit, to pass the Extraordinary Resolution. Please refer to the Consent Solicitation Memorandum and the notice of Original Meeting for the full text of the Extraordinary Resolution, details for submitting Consent Instructions and the documents available for inspection by Noteholders ahead of the Adjourned Meeting."


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EUROCHEM FINANCE D.A.C. ANNOUNCES CONSENT SOLICITATION IN RELATION TO USD 700MN 5.50 PER CENT GUARANTEED NOTES DUE 2024 - XS1961080501 - US29873VAB09

05 FEBRUARY 2024


Full announcement including disclaimers and offer/distribution restrictions available via Euronext


EUROCHEM Finance D.A.C. (the “Issuer”) today announces a solicitation (the “Consent Solicitation”) to consider and, if thought fit, pass the Extraordinary Resolution in favour of the Amendments (each as defined in the Consent Solicitation Memorandum) on the terms and subject to the conditions set forth in the Consent Solicitation Memorandum dated 2 February 2024 (the “Consent Solicitation Memorandum”). The Consent Solicitation commences on the date hereof and expires at 5:00 p.m. (London time) on 21 February 2022 unless extended by the Issuer (the “Consent Deadline”).

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The following table sets forth details of the Consent Solicitation:



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"Rationale for the Consent Solicitation


Sanctions introduced by western and certain other countries against Russian government, individuals and entities amid recent geopolitical events, together with Russian counter-measures have significantly disrupted the existing framework and infrastructure for delivery and settlement of securities, including the process of paying the amounts due under the Notes to the Noteholders and the formal process of cancelling securities that are purchased by issuers in the market.


On 19 July 2022, the Principal Paying Agent informed the Issuer of its intention to resign as the Principal Paying Agent and the Transfer Agent under Clause 13.1 (Resignation) of the Paying Agency Agreement in respect of the Notes.


In addition, on 19 July 2022, the Account Bank informed the Issuer of its intention to resign as the Account Bank under Clause 8.2 of the Account Bank Agreement in respect of the Notes.


The Group respects the rights of its Noteholders and is keen to comply with its payment obligations under the Notes, thus the Consent in question is dedicated to provide infrastructure to settle the Notes by different means.


There is a risk that due to various disruptions any payment in respect of the Notes held at the Russian securities custodians received from the Issuer or any Guarantor by the Principal Paying Agent can be blocked, delayed or frozen and, consequently, those funds will not be distributed among the Noteholders by the Principal Paying Agent. Payments of interest or principal made by the Issuer or the Guarantors for the benefit of the Noteholders may become blocked, frozen or delayed for an uncertain period of time by the Principal Paying Agent, the Clearing Systems or other entities processing those payments. Consequently, the Noteholders may be unable to receive such payments in due time or at all.


Therefore, the Issuer seeks the Consents of the Noteholders to the Amendments which will inter alia allow payments of principal and interest payments bypassing the Principal Paying Agent and/or the Clearing Systems, by the following means:


(a) to the Noteholders holding their Notes through Russian securities custodians or securities depositaries to be made through the Central Depository (as defined in the Terms and Conditions) in Russian Roubles at the official U.S. Dollar/Rouble exchange rate established by the Central Bank of the Russian Federation as of the payment date and in accordance with the Decree of the President of Russian Federation No. 430 dated 5 July 2022, as amended;


(b) to the Noteholders holding their Notes outside of the Russian depositary and settlement infrastructure to be made through the type ‘D’ account in Russian Roubles at the official U.S. Dollar/Rouble exchange rate established by the Central Bank of the Russian Federation as of the payment date and in accordance with the Decree of the President of Russian Federation No. 529 dated 8 August 2022, as amended, provided that the relevant Noteholders deliver to Issuer and the Guarantors the Type ‘D’ Account Payment Application Documents in accordance with the Terms and Conditions and this Consent Solicitation Memorandum. The Issuer and the Guarantors reserve the right to exercise their absolute and unfettered discretion in deciding to accept the Type ‘D’ Account Payment Application Documents and make Type ‘D’ Payments, including in case where the Issuer and/or the Guarantors have determined in their absolute discretion that the Type ‘D’ Account Payment Application Documents provided by the Noteholder are satisfactory to the Issuer and the Guarantors, and such decisions and determinations shall be final and binding on all of the parties;


(c) to the Noteholders other than those referred to in (a) and (b) above, to be made in U.S. Dollars through the Trustee (acting as a settlement agent) provided that the relevant Noteholders will deliver to the Trustee documents and information in accordance with the Terms and Conditions; and


(d) in respect of some or all of the Notes to be made in the Alternative Payment Currency (as defined in the Terms and Conditions), including Yuan, or Euro or Arab Emirates Dirham in the event of the Issuer’s inability to pay the any requisite sums due in U.S. Dollars, at an exchange rate specified in the Terms and Conditions of the Notes;


subject always to the mandatory requirements of Russian regulation in effect as at the relevant payment date and provided that the Issuer may solely in its discretion decide to use relevant alternative payment methods and provided that the Issuer and/or the Guarantor(s) have received necessary authorisations from the relevant Russian authorities. Given that the usual mechanics allowing to verify the ownership over and beneficial interest in the Notes, as well as to cancel Notes in accordance with the formal procedure envisaged by the Trust Deed and the Paying Agency Agreement, are disrupted, the Amendments provide that payments pursuant to certain Alternative Methods are conditional upon submission by the Noteholders to the Issuer and/or Guarantor(s) and/or the Trustee of inter alia documents and evidence confirming their title in the Notes, as well as relevant cancellation instructions (as defined in the Terms and Conditions).


The Issuer is also soliciting the Consents of the Noteholders to extend the grace period during which a failure to make payments of any amount of principal or interest in respect of the Notes, can be remedied without causing an Event of Default, from seven business days (in case of principal in respect of any of the Notes) and ten business days (in case of interest or other amounts in respect of any of the Notes) to 60 (sixty) business days. For the avoidance of doubt, each Note shall continue to bear interest during the Grace Period. Although the Group expects to redeem the Notes and to make the next interest payment when due, the Group wishes to extend the grace period to avoid a technical Event of Default for a delay in making such payments caused by operational or technical disruptions, as well as potential delays in receipt of the necessary authorisation from the relevant Russian authorities and/or legal restrictions that may affect wire transfers and cause instability in the operations of the banking sector.


Additionally, the Issuer is seeking to amend certain operative provisions of the Trust Deed and the Terms and Conditions of the Notes to enable cancellation of the Notes that may be purchased or otherwise beneficially held (including as a result of assignment) by the Group, which has become limited by current restrictions. Given that the Terms and Conditions already provide for the ability to cancel purchased Notes, the Issuer believes that the amendments relating to deemed cancellation do not affect the rights and interests of Noteholders. In particular, to enable cancellation of the Notes the Group is proposing that such Notes may be designated by the Issuer or any member of the Group as Notes deemed cancelled (the “Designated Notes”), and that any Notes purchased and or held from time to time by the Issuer, any Guarantor or any member of the Group (including any Designated Notes) and retained by it for its own account or the account of any other company shall not accrue interest or require any payment of principal and interest while so retained. Accordingly, subject to the Amendments, no interest shall accrue on, and no principal amount shall be payable in respect of, the Designated Notes and such Notes shall not be deemed to be outstanding for purposes of the Trust Deed and the Notes, and neither the Issuer nor any Guarantor will be liable to pay any amounts on any Designated Notes, and none of the members of the Group will be required to deliver any Designated Notes to the Trustee, Principal Paying Agent, Registrar (as such term is defined in the Paying Agency Agreement), common depositary or any Clearing System for their cancellation.


The Consent Solicitation is intended to procure that following completion of the transaction the Issuer and the Guarantors can punctually perform their obligations under the Notes in a quickly evolving and drastically changing environment.


The Issuer also invites the Noteholders wishing to receive payments due under the Notes through the type ‘D’ account to submit relevant application and documents as described in the Consent Solicitation Memorandum. See the Consent Solicitation Memorandum for further information."


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