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Kondor Finance Plc (Issuer) & National Joint Stock Co. “Naftogaz of Ukraine” - Consent - Completion

Consent solicitation process complete: Naftogaz investors back restructuring of 2022/2026 Eurobonds


28 JULY 2023


Full announcement including disclaimers and offer restrictions available via Source: Naftogaz


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"The process of Naftogaz investor consent solicitation to restructure Eurobonds due in July 2022 and in November 2026 has been completed, with the company’s proposal backed by more than 85% of the Eurobond holders."


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COMMENCES A CONSENT SOLICITATION IN RELATION TO THE OUTSTANDING

U.S.$335,000,000 7.375 PER CENT. LOAN PARTICIPATION NOTES DUE 2022 (ISIN: XS2027393938); AND U.S.$500,000,000 7.625 PER CENT. LOAN PARTICIPATION NOTES DUE 2026 (REG S ISIN: XS2077601610; RULE 144a ISIN: US50050MAB19) (EACH A “SERIES” AND TOGETHER, THE “NOTES”)


13 JULY 2023


Full announcement including disclaimers and offer restrictions available via Euronext


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"Rationale for the Consent Solicitation


Given the responsibilities and burdens assigned to the Group by the Government of Ukraine, and the significant growth of consumer debt in respect of natural gas delivered, Naftogaz intends to divert working capital to other needs, to fulfil the strategic objectives of Ukraine, rather than making repayments due under the Notes in accordance with their current terms. The Proposal is therefore that payments of principal and interest are deferred until 2024-2028 in order to ensure the stable functioning of the gas transportation system of Ukraine, meet the demand of Ukrainian consumers until the termination of the martial law, reduce the burden on the working capital of Naftogaz as a strategically important enterprise in Ukraine, and properly fulfil the responsibilities assigned by the Government of Ukraine.


Following the appointment of Oleksiy Chernyshov as the Chief Executive Office of Naftogaz on 4 November 2022, Naftogaz appointed Lazard as its exclusive financial advisor to assist with Noteholder engagement and formulating the Proposal. Naftogaz invited all Noteholders to attend a call chaired by Mr Chernyshov on 22 December 2022 where Mr Chernyshov emphasised Naftogaz’s commitment to resolving the breaches that remain outstanding pursuant to the terms and conditions of the Notes. On 9 February 2023, Naftogaz published a working scenario in response to feedback received from certain of its creditors. Naftogaz then invited all Noteholders to attend a further call where speakers included Mr Chernyshov, Mr Butsa representing the government of Ukraine and Mr Marino from Naftogaz’s Supervisory Board on 10 March 2023.


On 31 May 2023, Naftogaz announced that agreement had been reached with ad hoc committees formed by 2022 Noteholders and 2026 Noteholders. Naftogaz published the terms agreed with the ad hoc committees and invited all Noteholders to attend a call where the terms were presented. The terms proposed have now been reflected in long form documentation, including the Consent Solicitation Memorandum, the Amended and Restated Loan Agreements and the Amended and Restated Trust Deeds.


The Proposal has been carefully formulated by Naftogaz and its advisers to balance the need to improve the prior offer made to Noteholders, including for example offering the 2022 Notes Cash Payment and the 2026 Notes Consent Fee, without compromising or threatening Naftogaz’s ability to support Ukraine’s strategic objectives that have been mandated by the Cabinet of Ministers of Ukraine. The terms of other successful consent solicitations, such as the consent solicitation launched by Ukraine represented by the Minister of Finance of Ukraine, have also been carefully considered. The Proposals represent the most that Naftogaz and the government of Ukraine are able to offer Noteholders.


The full rationale and related disclosure are included in the Consent Solicitation Memorandum, together with a Q&A section."


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Update regarding Consent Solicitation process


11 JULY 2023

Full announcement including disclaimers and offer restrictions available via Euronext

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Update regarding Consent Solicitation process


On 31 May 2023, Naftogaz announced the new terms of a consent solicitation to be launched to amend the terms of the 2022 Notes and the 2026 Notes (the “Consent Solicitation”), which were approved by Order 554-p of the Cabinet of Ministers of Ukraine dated 24 June 2023. Following the approval of the draft Consent Solicitation documentation required by certain Ministries of the Government of Ukraine, Naftogaz expects to launch the Consent Solicitation on or around 13 July 2023.


The proposed terms of the Consent Solicitation announced in respect of the 2026 Notes included the creation of a debt service reserve fund. Naftogaz hereby confirms that it has set aside a debt service reserve account and deposited the first instalment of USD19,062,500, being an amount equivalent to six (6) months’ interest debt service in respect of the 2026 Notes.


Naftogaz wishes to inform Noteholders that on 13 July 2023, at 2pm CET, Naftogaz’s CEO, Oleksiy Chernyshov and advisors will be holding a Noteholder call followed by a moderated Q&A session. On this call, Mr Chernyshov and advisors will provide an update on the Consent Solicitation process and respond to Noteholders’ queries with respect to the terms of the Consent Solicitation. Noteholders can submit questions before the call commences by emailing Naftogaz’s financial advisor Lazard at naftogaz.investors@lazard.com.


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Ukrainian Cabinet approves term sheet suggested by Naftogaz to restructure 2022/2026 Eurobonds

26 JUNE 2023

Full announcement including disclaimers and offer restrictions available via Naftogaz

"The Cabinet of Ministers of Ukraine (CMU) has agreed on the term sheet to restructure Naftogaz of Ukraine Eurobonds maturing in July 2022 and November 2026. The restructuring had earlier been agreed with investors. The relevant resolution of the CMU was published on the Cabinet's website on June 26, 2023.

I am very thankful to the Cabinet, as a shareholder of the Company, for approving the conditions of the term sheet agreed with holders of Naftogaz's Eurobonds. This has brought the Company one step closer to fulfilling its obligations to investors," commented Oleksiy Chernyshov, Chairman of the Naftogaz Board.

The transaction is expected to be completed by the end of Summer 2023.


Background: Detailed proposals with regard to the term sheet had also been earlier approved by the Management Board and Supervisory Board of Naftogaz of Ukraine.


The terms and conditions of the Eurobond term sheet for bonds maturing in July 2022 and November 2026 are available at the Company's website."


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ANNOUNCEMENT IN RELATION TO THE OUTSTANDING

U.S.$335,000,000 7.375 PER CENT. LOAN PARTICIPATION NOTES DUE 2022 (ISIN: XS2027393938) (the “2022 Notes”); and

U.S.$500,000,000 7.625 PER CENT. LOAN PARTICIPATION NOTES DUE 2026 (REG S ISIN: XS2077601610; RULE 144a ISIN: US50050MAB19) (the “2026 Notes”, and holders of the 2022 Notes and the 2026 Notes, the “Noteholders”)


31 MAY 2023


Full announcement including disclaimers and offer restrictions available via Naftogaz

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