E.M.I.S. Finance B.V. announces Consent Solicitation for its outstanding: (i) Series LPN-25 US$50,000,000 8.75 per cent. Loan Participation Notes due 6 May 2022 (“Series 25 Notes”), (ii) Series LPN-26 US$50,000,000 8.75 per cent. Loan Participation Notes due 7 November 2022 (“Series 26 Notes”), (iii) Series LPN-29 US$50,000,000 9.00 per cent. Loan Participation Notes due 15 April 2023 (“Series 29 Notes”), (iv) Series LPN-30 US$50,000,000 9.00 per cent. Loan Participation Notes due 5 October 2023 (“Series 30 Notes”), (v) Series LPN-31 US$50,000,000 9.50 per cent. Loan Participation Notes due 15 October 2024 (“Series 31 Notes”), (vi) Series LPN-32 EUR50,000,000 5.50 per cent. Loan Participation Notes due 15 July 2023 (“Series 32 Notes”), (vii) Series LPN-34 US$50,000,000 8.00 per cent. Loan Participation Notes due 6 July 2022 (“Series 34 Notes”), (viii) Series LPN-37 US$50,000,000 7.00 per cent. Loan Participation Notes due 15 February 2023 (“Series 37 Notes”), (ix) Series LPN-39 US$50,000,000 7.00 per cent. Loan Participation Notes due 22 January 2025 (“Series 39 Notes”), and (x) Series LPN-40 US$50,000,000 7.00 per cent. Loan Participation Notes due 5 July 2024 (the “Series 40 Notes” and, collectively with Series 25 Notes, Series 26 Notes, Series 29 Notes, Series 30 Notes, Series 31 Notes, Series 32 Notes, Series 34 Notes, Series 37 Notes and Series 39 Notes, the “Notes” and each of them, a “Series of Notes”) issued pursuant to the Renaissance Securities (Cyprus) Limited US$10,000,000,000 Secured Programme for the Issue of Loan Participation Notes, Warrants and Certificates.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT OR THE CONSENT SOLICITATION MEMORANDUM. IN ADDITION, NOTHING IN THIS ANNOUNCEMENT CONSTITUTES AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
E.M.I.S. Finance B.V. (the “Issuer”) today announces a solicitation (the “Consent Solicitation”) to consider and, if thought fit, pass the Extraordinary Resolutions in favour of the Proposals (as defined in the Consent Solicitation Memorandum) on the terms and subject to the conditions set forth in the Consent Solicitation Memorandum dated 17 February 2025 (the “Consent Solicitation Memorandum”). The Consent Solicitation begins on the date of the Consent Solicitation Memorandum. The Voting Deadline (as defined below) for Consent Solicitation is 4:00 p.m. (London time) on 7 March 2025 (as may be extended).
To participate in the Consent Solicitation and consent to the relevant Proposal, a Noteholder should deliver, or arrange to have delivered on its behalf, a valid Voting Instruction voting in favour of that Proposal to i2 Capital Markets Ltd (the “Information and Tabulation Agent”) by no later than the Voting Deadline as more particularly described in the Consent Solicitation Memorandum. Only Noteholders who hold the Notes as of the Record Date may submit a Voting Instruction.
Voting Instructions are irrevocable and may not be withdrawn, except in certain limited circumstances where the Issuer determines withdrawal rights are required by law. If the Meeting is adjourned, the Voting Instructions remain valid for such adjourned Meeting and may not be revoked. See the Consent Solicitation Memorandum for further information.
Neither i2 Capital Trust Corporation Ltd (the “New Trustee”), nor any of its directors, officers, employees or affiliates expresses any opinion on the merits of, or makes any representation or recommendation whatsoever regarding, the Consent Solicitation or makes any recommendation whether Noteholders should consent to the Proposals. The New Trustee has not reviewed or approved, nor will it be reviewing or approving, any documents relating to the Consent Solicitation. Neither the New Trustee, nor any of its directors, officers, employees or affiliates has verified, or assumes any responsibility for the accuracy or completeness of, any of the information concerning the Consent Solicitation, or the factual statements contained in, or the effect or effectiveness of, the Consent Solicitation Memorandum or any other documents referred to in the Consent Solicitation Memorandum or assumes any responsibility for any failure by the Issuer or ABH Ukraine Ltd (the “Company”) to disclose events that may have occurred and may affect the significance or accuracy of such information or the terms of any amendment (if any) to the Consent Solicitation.
Copies of the Consent Solicitation Memorandum can be obtained by registering on the Consent Solicitation Website at https://i2capmark.com/event-details/96/Holder/emis-finance-bv. Capitalised terms used in this announcement but not defined herein have the meanings given to them in the Consent Solicitation Memorandum.
The following table sets forth details of the aggregate principal amount outstanding of each Series of Notes as of the Record Date:
*This does not include Notes held by the Company which are not considered to be outstanding for the purposes of the Consent Solicitation.
From February 2022 onwards the United States of America, the European Union, the United Kingdom and other nations have imposed additional sanctions against the Russian Federation and Russian persons in connection with events in Ukraine.
On 9 May 2022, the Trustee informed the Issuer of its inability to continue acting as trustee in connection with the Notes citing Council regulation (EU) 2022/576 of 8 April 2022 amending regulation (EU) No 833/2014 prohibiting the provision of services to trust arrangements involving Russian nationals or Russian entities.
In light of such circumstances, the Issuer is soliciting consent of the Noteholders in respect of each Series of Notes, inter alia, to:
In order to be eligible to participate in any Proposal, a Noteholder should deliver, or arrange to have delivered on its behalf, a valid Voting Instruction in favour of, against or abstaining from the Extraordinary Resolution in respect of the relevant Series of Notes to the Information and Tabulation Agent by no later than the Voting Deadline. Only Noteholders who hold the Notes as of the Record Date may submit a Voting Instruction.
Noteholders should note that:
Individuals nominated by the Noteholders or one or more employees or representatives of the Information and Tabulation Agent nominated by the Information and Tabulation Agent may be appointed as sub-proxies for the purpose of attending the Meeting and voting for or against the Extraordinary Resolution.
A separate Voting Instruction is required in relation to each Series of Notes.
To be passed in relation to a Series of Notes, the Extraordinary Resolution must be passed at the relevant Meeting duly convened and held in accordance with the provisions of Schedule 1 (Provisions Regarding Meetings of Noteholders) of the Trust Deed in respect of such Series of Notes by the affirmative vote of a majority of votes cast by holders of such Series of Notes present in person or represented by proxy or representative. The quorum required to pass an Extraordinary Resolution at a meeting of Noteholders in respect of each Series of Notes shall be two or more persons present holding or representing not less than two-thirds or, at any adjourned meeting, one-third of the aggregate principal amount of the outstanding Notes that comprise such Series of Notes.
If the Extraordinary Resolution in respect of a Series of Notes is duly passed at the relevant Meeting duly convened and held in accordance with the Trust Deed, the relevant Proposals will become effective and binding on all the Noteholders of such Series of Notes, whether or not present at the Meeting.
A duly executed Voting Instruction shall bind the Noteholder that executed the relevant Voting Instruction and any subsequent registered holder or transferee of the Notes to which such Voting Instruction relates. The applicable Noteholder must complete and sign the Voting Instruction and deliver it to the Information and Tabulation Agent by registering on the Consent Solicitation Website at https://i2capmark.com/event-details/96/Holder/emis-finance-bv and then uploading the completed Voting Instruction in pdf format to the “My Holding” section on the Consent Solicitation Website using the “uploads” function.
To access the Consent Solicitation Website and submit completed Voting Instructions, Noteholders are required to provide proof of holding as of the Record Date. Acceptable forms of proof of holding may include (i) a Statement of Account for the Purpose of Proof of Holding (a STAC) or screenshot from Euroclear or Clearstream, Luxembourg, (ii) a statement of account from a Direct Participant, each acceptable form of proof of holding confirming (a) the Euroclear or Clearstream, Luxembourg Direct Participant name and account number, (b) the full name or legal entity name of the Noteholder, (c) the security and/or ISIN held, and (d) the aggregate amount of the Notes held or (iii) a statement of account or holdings reports from such other intermediary (including brokers, depositories, custodians and sub-custodians) being the immediate custodian of the account where the relevant Notes are being held by the Noteholder submitting the Voting Instruction. Noteholders should contact their Euroclear or Clearstream, Luxembourg representative Direct Participant, bank, securities broker or other intermediary through which they hold their respective Notes immediately to obtain proof of holding.
Noteholders may contact the Information and Tabulation Agent via email at emisfinance@i2capmark.com if they require assistance.
All Voting Instructions that are properly completed, signed and delivered to the Information and Tabulation Agent on or before the Voting Deadline will be effective (unless withdrawn).
Noteholders who desire to consent to the Proposals should complete, sign and date the Voting Instruction included herewith and deliver it to the Information and Tabulation Agent by registering on the Consent Solicitation Website at https://i2capmark.com/event-details/96/Holder/emis-finance-bv and then uploading the completed Voting Instruction in pdf format to the “My Holding” section on the Consent Solicitation Website using the “uploads” function.
In addition, if a Voting Instruction relates to less than the total principal amount of the Notes of a Series of Notes which such Noteholder holds through the relevant Clearing System, such principal amount of the Notes to which the Voting Instruction relates shall be specified in the Voting Instruction.
All questions as to the validity, form and eligibility (including time of receipt) regarding the consent procedures will be determined by the Issuer in its sole and absolute discretion, which determination will be conclusive and binding. The Issuer also reserves the right to waive any defects or irregularities in connection with deliveries of particular Voting Instructions. Unless waived, any defects or irregularities in connection with deliveries of Voting Instructions must be cured within such time as the Issuer determines. None of the Issuer, the Company or any of their affiliates, the New Trustee, the Information and Tabulation Agent or any other person shall be under any duty to give any notification of any such defects or irregularities or waiver, nor shall any of them incur any liability for failure to give such notification. Deliveries of Voting Instructions will not be deemed to have been made until any irregularities or defects therein have been cured or waived.
The following table sets out the expected dates and times of the key events relating to the Consent Solicitation. The times and dates below are indicative only and are subject to change, including as a result of market conditions.
The above times and dates are subject to the right of the Issuer to extend, re-open, amend and/or terminate the Consent Solicitation (subject to applicable law, the provisions of the Trust Deed and as provided in the Consent Solicitation Memorandum). Noteholders are advised to check with any bank, securities broker, custodian or other intermediary through which they hold Notes whether such intermediary needs to receive instructions from a Noteholder before the deadlines set out above in order for that Noteholder to be able to participate in the Consent Solicitation.
Unless stated otherwise, announcements in connection with the Consent Solicitation will be made by the delivery of notices to the Clearing Systems for communication to Noteholders. Copies of all announcements, notices and press releases are available on the Consent Solicitation Website and can also be obtained from the Information and Tabulation Agent, whose contact details are on the last page of this announcement. Significant delays may be experienced where notices are delivered to the Clearing Systems and Noteholders are urged to contact the Information and Tabulation Agent for the relevant announcements during the course of the Consent Solicitation.
Questions and requests for assistance in connection with the Consent Solicitation, and/or the delivery of a Voting Instruction should be directed to the Information and Tabulation Agent.
128 City Road London,
EC1V 2NX, United Kingdom
Email: emisfinance@i2capmark.com
Phone: +44 203 633 1212
Consent Solicitation Website: https://i2capmark.com/event-details/96/Holder/emis-finance-bv
