28 June 2013 – Alliance Oil Ltd. (the “Issuer”) today announces that it has successfully concluded its consent solicitation (the “Consent Solicitation”) in respect of its U.S.$350,000,000 9.875% Guaranteed Notes due 2015 (ISIN: XS0493579238/US018760AA67, CUSIP: 018760AA6) (the “Notes”). As set out in a solicitation memorandum dated 6 June 2013 (the “Solicitation Memorandum”), the Issuer was seeking to obtain from the holders of the Notes (“Noteholders”) consents to certain amendments to the leverage covenant (and related definitions) contained in the terms and conditions of the Notes in order to harmonise them with the provisions of the Issuer’s U.S.$500,000,000 7.000% Guaranteed Notes due 2020 which were issued on 3 May 2013 (ISIN: XS0925043100/ US018760AB41, CUSIP: 018760AB4) (the “Amendments”). The Issuer was seeking the approval of the Amendments by an extraordinary resolution (the “Extraordinary Resolution”) of the Noteholders. The Issuer solicited Noteholders to consider the proposals upon the terms and conditions set out in the Solicitation Memorandum.
Capitalised terms used but not defined in this announcement shall have the meanings given to such terms in the Solicitation Memorandum.
RESULTS OF CONSENT SOLICITATION
The Issuer today announces that, as at the Late Instruction Deadline of 10.00 a.m. (London time) on 26 June 2013, the aggregate principal amount of the Notes in respect of which Electronic Voting Instructions or DTC Instructions had been delivered (and had not been revoked) in relation to the Extraordinary Resolution is U.S.$281,499,000, representing approximately 80.4 per cent. of the aggregate outstanding principal amount of the Notes, of which 94.54 per cent. were votes in favour of the Extraordinary Resolution.
The Issuer further announces that, at the Meeting of Noteholders held on 28 June 2013, the Extraordinary Resolution was duly passed and the Extraordinary Resolution is now effective (save as noted below).
EFFECTIVENESS CONDITIONS TO THE EXTRAORDINARY RESOLUTION
Paragraph (a) of the Extraordinary Resolution, which approves the Amendments, remains subject to the Effectiveness Conditions which relate to the corporate approvals of the Current Subsequently Approving Guarantors which are expected to be obtained after the date of the Solicitation Memorandum and the delivery to the Trustee of certain legal opinions in relation thereto. If the Effectiveness Conditions are not satisfied by the Effectiveness Conditions Long Stop Date, then paragraph (a) of the Extraordinary Resolution approving the proposed Amendments shall not take effect.
The Issuer currently expects that the Effectiveness Conditions will be satisfied by 16 July 2013. The Issuer will make a further announcement in relation to whether the Effectiveness Conditions have been satisfied in due course.
PAYMENT OF INSTRUCTION FEES
Noteholders who have delivered (and did not subsequently revoke) Electronic Voting Instructions or DTC Instructions in favour of the Extraordinary Resolution will be eligible to receive:
- the Early Instruction Fee in the amount of U.S.$3.50 per U.S.$1,000 in principal amount of the Notes which are the subject of such instructions, if such instructions were delivered prior to the Early Instruction Deadline; or
- the Late Instruction Fee in the amount of U.S.$2.00 per U.S.$1,000 in principal amount of the Notes which are the subject of such instructions, if such instructions were delivered after the Early Instruction Deadline but prior to the Late Instruction Deadline.
Payment of the Early Instruction Fee and the Late Instruction Fee is expected to take place no later than 3 July 2013. For the avoidance of doubt, payment of the Early Instruction Fee and the Late Instruction Fee is not subject to the satisfaction of the Effectiveness Conditions.
FURTHER INFORMATION
Requests for information in relation to the Consent Solicitation should be directed to:
The Solicitation Agent:
J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London E14 5JP
United Kingdom
Telephone: +44 20 7134 3414
Email: emea_lm@jpmorgan.com
or
The Tabulation Agent:
D.F. King & Co., Inc.
In London:
Citypoint, 11th Floor
1 Ropemaker Street
London EC2Y 9HT
United Kingdom
Telephone: +44 207 920 9700
Email: allianceoil@dfking.com
In New York:
48 Wall Street, 22nd Floor
New York
NY 1005
United States
Telephone: +1 212 269 5550
Email: allianceoil@dfking.com
Facsimile: +1 212 709 3328
Attn: Elton Bagley
DISCLAIMERS
This release does not constitute or form part of, and should not be construed as, an offer for sale or subscription of, or a solicitation of any offer to buy, sell, exchange or subscribe for, any securities of the Issuer or any other entity.
This release must be read in conjunction with the Solicitation Memorandum. The complete terms and conditions of the Consent Solicitation are as described in the Consent Solicitation Memorandum.
If a Noteholder is in any doubt as to the action they should take, they are recommended to seek their own financial advice, including in respect of any tax consequences, immediately from their stockbroker, bank manager, solicitor, accountant or other independent financial adviser.
The distribution of the Solicitation Memorandum and this release in certain jurisdictions may be restricted by law. Persons into whose possession the Consent Solicitation Memorandum comes are required by the Issuer, the Solicitation Agent, the Tabulation Agent and the Trustee to inform themselves about, and to observe, any such restrictions. This release is addressed to U.S. persons and Italian persons solely in their capacity as holders in connection with the Consent Solicitation.
