TIDM35QO
RNS Number : 0742U
Ukraine (State Road Agency of)
28 July 2022
THIS ANNOUNCEMENT DOES NOT CONSTITUTE A SOLICITATION OF AN OFFER
TO SELL OR RECOMMATION TO PURCHASE THE SECURITIES REFERRED TO IN
THIS ANNOUNCEMENT OR ANY OTHER SECURITIES IN THE UNITED STATES OR
ANY OTHER JURISDICTION. THE CONSENT SOLICITATION IS NOT BEING MADE,
AND THIS ANNOUNCEMENT SHALL NOT BE RELEASED, PUBLISHED OR
DISTRIBUTED, IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN,
ANY JURISDICTION IN WHICH SUCH SOLICITATION OF CONSENTS IS NOT IN
COMPLIANCE WITH THE LAWS OR REGULATIONS OF SUCH JURISDICTION AND IN
WHICH IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS
ANNOUNCEMENT OR THE CONSENT SOLICITATION MEMORANDUM (AS DEFINED
BELOW).
28 July 2022
ANNOUNCEMENT of Consent Solicitation
by
State Road Agency of UkRAINE (Ukravtodor) ("Ukravtodor")
in respect of
U.S.$700,000,000 6.250 per cent. Guaranteed Amortising Notes due
2028, issued by Ukravtodor (Regulation S ISIN: XS2357277149, Common
Code: 235727714; Rule 144A ISIN: US857329AA47, CUSIP: 857329AA4) (
the " Securities ")
Ukravtodor announced today a solicitation of consents (the "
Consent Solicitation ") of holders of the Securities (the " Holders
") to consider, and if thought fit, to pass a Multiple Series Two
Limb Written Resolution as defined in and pursuant to Condition
12(d) ( Multiple Series Aggregation - Two limb voting ) of the
Conditions (the " Written Resolution ") to approve the Proposed
Modifications (as defined and set out below) (the " Proposal
").
This announcement does not contain the full terms and conditions
of the Consent Solicitation, which are contained in the consent
solicitation memorandum dated 28 July 2022 (the " Consent
Solicitation Memorandum ") prepared by Ukravtodor. Eligible Holders
(as defined below) may obtain a copy of the Consent Solicitation
Memorandum via the Consent Website
https://projects.morrowsodali.com/Ukravtodor operated by Morrow
Sodali Limited (the " Information and Tabulation Agent "), the
contact details for which are set out below. In order to receive a
copy of the Consent Solicitation Memorandum, a Holder will be
required to provide certain confirmations as to his or her status
as an Eligible Holder. Holders are advised to read the Consent
Solicitation Memorandum carefully. Terms used and not defined in
this announcement have the meanings given to such terms in the
Consent Solicitation Memorandum.
The Consent Solicitation will expire at 5:00 p.m., New York City
time, on 9 August 2022 (such time and date, as the same may be
extended or earlier terminated, the " Expiration Time ").
Ukravtodor reserves the right to, in its sole discretion, waive or
modify any term of, or to terminate, the Consent Solicitation for
any reason prior to the Expiration Time.
Background and Purpose of the Consent Solicitation
Ukraine has been invaded by the armed forces of the Russian
Federation and is a country at war. Since 24 February 2022, Russia
has conducted a campaign of military attacks by sea, air and land
across Ukraine, targeting essential civilian and industrial
infrastructure and residential areas as well as military sites.
Towns and cities across Ukraine have been, and continue to be,
subjected to indiscriminate and intensive bombardment by Russian
armed forces. Substantial areas of Ukrainian territory are under de
facto temporary occupation by Russian armed forces. The armed
forces of Ukraine are resisting the invasion.
The broad scale and intensity of Russia's unprovoked attack,
unprecedented in Europe since the end of World War II, has created
an enormous economic, humanitarian and refugee crisis in Ukraine.
The Government, including the Parliament, continues to fulfil its
normal functions notwithstanding the war, although martial law is
in force across the country.
The Russian invasion of Ukraine poses extraordinary risks to
Ukraine's economic, financial and social fabric and to its
territorial integrity. The disruption to fiscal cash flows and
increased demands on government resources caused by the war has
created unprecedented liquidity pressures and debt servicing
difficulties for the Government. It has been a continuous challenge
finding adequate funding sources for Ukraine to cover critical
defence, social and humanitarian costs, and to begin planning for
post-war reconstruction of the country.
In the context of managing Ukraine's public external debt
obligations and liquidity pressure, Ukraine, the guarantor of the
Securities, is currently seeking the consent of holders of (i) its
outstanding eurobonds (the " Eurobonds ") pursuant to a separate
consent solicitation (the " Eurobond Consent Solicitation ") as set
out in a consent solicitation memorandum dated 20 July 2022, as
amended on 22 July 2022 (the " Eurobond Consent Solicitation
Memorandum ") to certain proposed modifications to the terms and
conditions of the Eurobonds (the " Eurobonds Proposed Modifications
") and (ii) its U.S.$3,239,320,000 GDP-linked Securities (the "
GDP-linked Securities "), pursuant to a separate consent
solicitation (the " GDP-linked Securities Consent Solicitation ")
as set out in a separate consent solicitation memorandum dated 20
July 2022, as amended on 22 July 2022 (the " GDP-linked Securities
Consent Solicitation Memorandum ") to certain proposed
modifications to the terms and conditions of the GDP-linked
Securities. The Eurobond Consent Solicitation Memorandum and the
GDP-linked Securities Consent Solicitation Memorandum may be
obtained from the consent websites operated by the Information and
Tabulation Agent: https://projects.morrowsodali.com/Ukraine and
https://projects.morrowsodali.com/Ukrainewarrants,
respectively.
Ukravtodor, being a central executive body responsible for the
overall coordination and regulation of road sector projects in
Ukraine, as well as for construction and maintenance of state
roads, faces unprecedented challenges in maintaining and rebuilding
road infrastructure at the times of war. As a result of the Russian
invasion significant damage has been caused to infrastructure in
Ukraine and, in particular, the road sector. According to the
estimates of Kyiv School of Economics, as of mid-June 2022, 23,900
kilometres of roads and 305 structures, such as bridges and
overpasses, were severely damaged or destroyed, particularly in
Donetsk, Luhansk, Zaporizhia, Kharkiv, Kherson, Mykolaiv, Volyn,
Dnipropetrovsk, Zhytomyr, Kyiv, Odesa, Sumy, and Chernihiv regions.
According to the Kyiv School of Economics, as of mid-June 2022,
current estimated losses to the road sector of Ukraine totalled
U.S.$25.4 billion, and totalled U.S.$31.3 billion when including
broader infrastructure (including airports). With most of the
airports destroyed or otherwise inoperable and an inability to use
air transport due to constant Russian attacks from the air, road
transportation plays an even more important role in ensuring the
transportation of people, delivery of humanitarian aid and cargos
of civil and military nature. Together with railway transport,
roads remain the principal means of connectivity in today's
Ukraine.
The Proposal provides Ukravtodor with relief from liquidity
outflows in connection with debt service obligations under the
Securities for twenty-four months, enabling it to focus its
available financial resources on necessary efforts to rebuild and
maintain the road network in Ukraine. Given the large amounts of
emergency budget support currently being provided by Ukraine's
international partners to enable the Government to finance its core
responsibilities, Ukravtodor believes it is no longer appropriate
or sustainable for it to continue servicing external debt by making
cash payments. At this time of crisis, it is key for Ukravtodor to
preserve liquidity and prioritise expenditures vital for the
security and preservation of Ukraine's road infrastructure.
Ukravtodor is requesting that Holders approve the Proposed
Modifications on substantially similar terms as those proposed by
Ukraine, the Guarantor under the Securities, in connection with its
Eurobond Consent Solicitation.
Summary of the Consent Solicitation and the Proposal
Pursuant to the Consent Solicitation, as more fully described in
the Consent Solicitation Memorandum, Ukravtodor is soliciting the
consent of Holders to amend the terms of the Conditions of the
Securities to approve, among other things, the matters set out
below by Written Resolution (the " Proposed Modifications "):
1. defer each Amortisation Date (as defined in the Conditions)
of the Securities to the date which is twenty-four months after the
relevant original Amortisation Date (a " Deferred Amortisation Date
");
2. defer to the Deferred Interest Payment Date (as defined
below), any interest payment in respect of the Securities (the "
Interest Deferral " and together with the Amortisation Dates
deferral set out in paragraph (1) above, the " Deferral ") falling
due from (and including) 24 December 2022 to (but excluding): (i)
24 December 2024, or (ii) any earlier date notified to Holders (in
accordance with Condition 14 ( Notices ) on which the Deferred
Interest (as defined below) is paid in full in relation to the
Securities (such date, the " Deferred Interest Payment Date " and
such period, the " Deferral Period "), without any grace period
applicable thereafter.
Any interest payment not paid on any Interest Payment Date
falling during the Deferral Period shall itself bear interest at
the applicable fixed rate (together, the " Deferred Interest ").
Deferred Interest shall be paid on the Deferred Interest Payment
Date upon the expiry of the Deferral Period, provided that
Ukravtodor has the right to (i) partially prepay the Deferred
Interest at any time during the Deferral Period and (ii) instead of
paying the Deferred Interest on the Deferred Interest Payment Date,
on and effective as of the Deferred Interest Payment Date, increase
the aggregate principal amount of the Securities outstanding
through the issuance of further Securities in the amount equal to
the remaining Deferred Interest (the " Additional Securities "),
following which the Securities will bear interest at the Rate of
Interest on such increased aggregate principal amount from and
including the Deferred Interest Payment Date;
3. waive any breach or any alleged breach whatsoever of any
obligation, or any default or any alleged default whatsoever, under
or in respect of the Securities, the Conditions, the Deed of
Covenant, the Agency Agreement or the Deed of Guarantee that may
occur or may be capable of occurring by the threat of, in
anticipation of, in connection with, or as a result of, the
Deferral ;
4. amend each of Condition 8(c) ( Indebtedness ) and Condition
8(e) ( Moratorium ) of the Conditions such that they exclude any
default or breach in relation to any failure by Ukraine to pay any
interest, principal or any other amounts due on, or a suspension of
payments on (as applicable), (i) any series of Eurobonds for which
the Requisite Consents are obtained and accepted at or prior to the
Expiration Time in each case during the relevant Deferral Period
(each as defined in the Eurobond Consent Solicitation Memorandum)
and (ii) any series of Eurobonds for which the Requisite Consents
are not obtained at or prior to the Expiration Time (each as
defined in the Eurobond Consent Solicitation Memorandum); and
5. all other such modifications to the Conditions, the Deed of
Covenant, the Agency Agreement or the Deed of Guarantee as are
necessary for or expedient to effect the Deferral and the
amendments, waivers and authorisations set out in paragraphs (1),
(2), (3) and (4) above.
Condition 12(a)(ix) of the Conditions allows for the Securities
to be aggregated with other debt securities of Ukraine, the
guarantor of the Securities, for purposes of passing the Written
Resolution. Pursuant to Condition 12(a)(ix) of the Conditions, the
consents of eligible holders of Eurobonds in relation to the
relevant written resolutions to approve the Eurobond Proposed
Modifications shall be counted for the purposes of determining
whether the Requisite Consents (as defined below) have been reached
in relation to the Written Resolution of Ukravtodor, provided that
the relevant Requisite Consents (as defined in the Eurobond Consent
Solicitation Memorandum ) have been reached in relation to the
Eurobond Proposed Modifications, the Eligibility Condition (as
defined in the Eurobond Consent Solicitation Memorandum) has been
satisfied, the Cross Condition (as defined in the Eurobond Consent
Solicitation Memorandum) has been satisfied or waived by Ukraine
and such Eurobond Proposed Modifications have become effective as
further described in the Eurobond Consent Solicitation Memorandum .
By submitting a Consent, Holders acknowledge and agree that for the
purposes of the Consent Solicitation, the consents of Eligible
Holders (as defined in the Eurobond Consent Solicitation Memorandum
) of Eurobonds in relation to the Eurobond Proposed Modifications
shall be counted for the purposes of determining whether the
Requisite Consents have been reached in relation to the Written
Resolution, subject to conditions described above .
The Proposed Modifications will become effective with respect to
the Securities only if (i) valid Consents from (x) holders of at
least 662/3 per cent. of the aggregate principal amount of all the
Eurobonds and Securities outstanding at the Record Date (taken in
aggregate) and (y) Holders of more than 50 per cent. of the
aggregate principal amount of the Securities outstanding at the
Record Date (together, the " Requisite Consents "), subject to
re-designation (as set forth below), have been validly delivered
prior to the Expiration Time and accepted pursuant to the terms of
the Consent Solicitation Memorandum, (ii) the Eligibility Condition
(as defined below) has been satisfied, (iii) the other conditions
described in the Consent Solicitation Memorandum have been either
satisfied or waived by Ukravtodor (in its sole discretion), and
(iv) upon execution of the Amendment Documents.
The eligibility condition to the effectiveness of the Written
Resolution, if passed, will be satisfied if the Requisite Consents
for the Written Resolution is satisfied by Eligible Holders only,
irrespective of any participation by Ineligible Holders (the "
Eligibility Condition ").
For the avoidance of doubt, consents to the Eurobond Proposed
Modifications pursuant to the Eurobond Consent Solicitation are
being taken into account for purposes of determining whether
holders of at least 66(2) (3) per cent. of the aggregate principal
amount of all Eurobonds and Securities outstanding at the Record
Date, taken together, have consented to the Eurobond Proposed
Modifications and the Proposed Modifications, as applicable,
pursuant to Condition 12(a)(ix) of the Conditions, provided ,
however , that no such consent provided by a holder of Eurobonds
will be taken into account unless the Eurobond Proposed
Modifications are effective.
For the avoidance of doubt, if Ukraine re-designates the series
of Eurobonds that shall be aggregated for purposes of the Eurobond
Proposed Modifications by excluding one or more series of
Eurobonds, the same series of Eurobonds shall be excluded for
purposes of determining whether the Requisite Consents have been
reached.
Ukravtodor reserves the right in its sole discretion to reject
any and all Consents with respect to the Securities.
Indicative Timetable
The following summarises the anticipated timetable for the
Consent Solicitation. Holders of the Securities should take note of
the dates and times set forth in the schedule below in connection
with the Consent Solicitation. This summary is qualified in its
entirety by, and should be read in conjunction with, the more
detailed information appearing in the Consent Solicitation
Memorandum and may be changed by Ukraine in accordance with the
terms and conditions of the Consent Solicitation.
Date Calendar Date and Time Event
Launch Date 28 July 2022 Launch of the Consent
Solicitation.
The announcement of the
Consent Solicitation
and the Notice of Written
Resolution will be distributed
via the Clearing Systems
and published by way
of announcement on a
Notifying News Service
(as defined below) and
on the website of the
London Stock Exchange.
The Consent Solicitation
Memorandum will be made
available to Eligible
Holders via the Consent
Website.
FX Time At or around 4:00 p.m. The time at which, to
Central European Time calculate the amount
on 9 August 2022 which of valid Consents and
time may be brought forward the aggregate principal
or extended by Ukravtodor amount outstanding of
in its sole discretion. the Securities and the
Eurobonds (taken in aggregate)
in accordance with Condition
13 ( Aggregation Agent;
Aggregation Procedures
) of the Conditions,
the Aggregation Agent
shall determine, with
reference to the European
Central Bank Euro foreign
exchange reference rates
screen page [1] , the
exchange rate between
the U.S. dollar and the
euro (for Eurobonds denominated
in euro).
Expiration Time Unless extended or earlier The deadline for Holders
terminated by Ukravtodor to deliver Consents.
in its sole discretion,
5:00 p.m., New York City
time, on 9 August, 2022.
Record Date 9 August 2022. The Record Date for purposes
of the Consent Solicitation.
Consent Date The date on which the
Requisite Consents are
received and the Eligibility
Condition is satisfied.
Results Announcement On or promptly after The date on which Ukravtodor
Date the Expiration Time, will announce the results
and expected to be 10 of the Consent Solicitation
August 2022. with respect to the Securities,
including announcing:
(i) (a) whether Ukraine
has re-designated any
series of Eurobonds for
the purposes of the Eurobond
Consent Solicitation,
specifying which series
of Eurobonds have been
excluded for the purposes
of the Eurobond Consent
Solicitation and which
shall therefore be excluded
for the purpose of determining
whether the Requisite
Consents for the Proposed
Modifications to the
Securities have been
obtained on an aggregated
basis or (b) whether
Ukravtodor has exercised
its right to consider
the Requisite Consents
obtained if it has received
Consents of not less
than 75 per cent. of
the aggregate principal
amount of Securities
outstanding, (ii) the
aggregate principal amount
of Securities with respect
to which Ukravtodor has
accepted any Consent,
(iii) whether the conditions
to the effectiveness
of the Proposed Modifications
(including satisfaction
of the Eligibility Condition),
after giving effect to
the exclusion of any
series of Eurobonds and
the re-designation described
above, have been met.
The results of the Consent
Solicitation will be
distributed via the Clearing
Systems and published
by way of announcement
on a Notifying News Service,
on the website of the
London Stock Exchange
and on the Consent Website.
Effective Date Promptly after the Expiration The date on which the
Time , and expected to Amendment Documents are
be 10 August 2022 . executed and the Proposed
Modifications sought
pursuant to the Proposal
become effective.
Holders are advised to check with any broker, dealer, bank,
custodian, trust company or other nominee or intermediary through
which they hold Securities to confirm whether such intermediary
requires to receive instructions to Consent before the deadlines
specified above. The deadlines set by any Clearing System may be
earlier than the relevant deadlines above.
Neither the Consent Solicitation nor the Securities have been
registered under the U.S. Securities Act of 1933, as amended (the "
Securities Act ") or any other securities laws. The Consent
Solicitation is only directed at, and copies of the Consent
Solicitation Memorandum are solely made available to, holders of
the Securities who can represent that they are either (i)
"qualified institutional buyers" as defined in Rule 144A under the
Securities Act or institutional "accredited investors" as defined
in Rule 501(a)(1), (2) (3) or (7) of Regulation D under the
Securities Act or (ii) if outside the United States, non-U.S.
persons (as defined in Regulation S under the Securities Act) and
are lawfully able to participate in the Consent Solicitation in
compliance with applicable laws of applicable jurisdictions (each
such person, an " Eligible Holder ").
None of the Fiscal Agent, the Principal Paying Agent, the
Transfer Agent, the Registrar, the Aggregation Agent or the
Information and Tabulation Agent or any of their respective
directors, employees, affiliates, agents or representatives makes
any recommendation as to whether Holders should deliver Consents to
the Proposal pursuant to the Consent Solicitation, and no one has
been authorised by any of them to make such a
recommendation. Each Holder must make its own decision as to whether to give a Consent.
Overview Presentation
Ukravtodor, in conjunction with Ukraine, has prepared an
overview of the Consent Solicitation, the Eurobond Consent
Solicitation and the GDP-linked Securities Consent Solicitation
(the " Overview Presentation "). The Overview Presentation is
available on the Consent Website operated by the Information and
Tabulation Agent.
Contact Details
Requests for assistance in completing and delivering Consents
should be directed to the Information and Tabulation Agent at its
email address and telephone numbers below. Copies of the Consent
Solicitation Memorandum and other related documents may be obtained
through the Consent Website. Only Eligible Holders are authorised
to receive or review the Consent Solicitation Memorandum.
The Information and Tabulation Agent for the Consent
Solicitation
And
Aggregation Agent for the Consent Solicitation
Morrow Sodali Limited
In London : In Stamford: In Hong Kong :
103 Wigmore Street The Hive
333 Ludlow Street
London W1U 1QS 33-35 Hillier Street
South Tower, 5th Floor
United Kingdom Sheung Wan
Stamford, CT 06902
Hong Kong
United States of America
Telephone: +44 20 Telephone: +1 203 Telephone: 852 2319
4513 6933 609 4910 4130
Email: Ukravtodor@investor.morrowsodali.com
Consent Website: https://projects.morrowsodali.com/Ukravtodor
*********
Ukravtodor
9 Fizkultury Street, Kyiv, 03150, Ukraine
DISCLAIMER: This announcement must be read in conjunction with
the Consent Solicitation Memorandum. This announcement and the
Consent Solicitation Memorandum contain important information which
should be read carefully before any decision is made with respect
to the Consent Solicitation. If any Holder is in any doubt as to
the action it should take or is unsure of the impact of the
implementation of the Proposal, it is recommended to seek its own
financial and legal advice, including in respect of any tax
consequences, immediately from its broker, bank manager, solicitor,
accountant or other independent financial, tax or legal adviser.
Any individual or company whose Securities are held on its behalf
by a broker, dealer, bank, custodian, trust company or other
nominee or intermediary must contact such entity if it wishes to
participate in the Consent Solicitation or otherwise participate in
the Proposal. None of the Fiscal Agent, the Principal Paying Agent,
the Transfer Agent, the Registrar, the Aggregation Agent or the
Information and Tabulation Agent or any of their respective
affiliates, directors, officers, employees or agents takes any
responsibility for the contents of this announcement or has made
any recommendation or expressed any opinion as to whether to
deliver a Consent to the Proposal pursuant to the Consent
Solicitation.
This announcement is not a solicitation of consent with respect
to any securities and does not constitute an invitation to
participate in the Consent Solicitation in or from any jurisdiction
in or from which, or to or from any person to or from whom, it is
unlawful to make such invitation under applicable securities laws.
The Consent Solicitation is being made solely pursuant to the
Consent Solicitation Memorandum, which sets forth a detailed
statement of the terms of the Consent Solicitation.
Nothing in this announcement or the Consent Solicitation
Memorandum constitutes or contemplates an offer of, an offer to
purchase or the solicitation of an offer to purchase or sell any
security in the United States or any other jurisdiction. The
distribution of this announcement and the Consent Solicitation
Memorandum in certain jurisdictions may be restricted by law, and
persons into whose possession this announcement or the Consent
Solicitation Memorandum comes are requested to inform themselves
about, and to observe, any such restrictions. Each Holder
participating in the Consent Solicitation will be required to make
certain representations, as set out in the Consent Solicitation
Memorandum.
Within the United Kingdom, this announcement is directed only at
persons having professional experience in matters relating to
investments who fall within the definition of "investment
professionals" in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended ("
relevant persons "). The investment or investment activity to which
this announcement relates is only available to and will only be
engaged in with relevant persons and persons who receive this
announcement who are not relevant persons should not rely or act
upon it.
[1]
https://www.ecb.europa.eu/stats/policy_and_exchange_rates/euro_reference_exchange_rates/html/index.en.html
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END
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