IRISH STOCK EXCHANGE LIMITED COMPANY ANNOUNCEMENT RUSSIAN STANDARD FINANCE S.A. (the Company )

Transcription

1 IRISH STOCK EXCHANGE LIMITED COMPANY ANNOUNCEMENT RUSSIAN STANDARD FINANCE S.A. (the Company ) US$ 2,500,000,000 programme for the issuance of Loan Participation Notes (the Programme ) US$ 350,000, per cent. loan participation notes due April 2020 ISIN: XS and US78307EAL92 Series 11 under the Programme (the 2020 Loan Participation Notes ) US$ 200,000, per cent. loan participation notes due January 2024 (callable in January 2019) ISIN: XS Series 13 under the Programme (the 2024 Loan Participation Notes ) Financial restructuring of the Company s obligations under the 2020 Loan Participation Notes and the 2024 Loan Participation Notes Notice of a meeting of creditors convened pursuant to an order of the High Court of England and Wales under Section 896 of the Companies Act 2006 The Company hereby publishes the following notice of a meeting of creditors holding interests in the 2020 Loan Participation Notes and the 2024 Loan Participation Notes.

2 NOTICE OF SCHEME MEETING IN THE HIGH COURT OF JUSTICE No of 2015 CHANCERY DIVISION COMPANIES COURT IN THE MATTER OF RUSSIAN STANDARD FINANCE S.A. AND IN THE MATTER OF THE COMPANIES ACT 2006 U.S.$350,000,000 13% Loan Participation Notes due 2020 ISIN (Regulation S Notes): XS (Rule 144A Notes): US78307EAL92 Common Code (Regulation S Notes): CUSIP Number (Rule 144A Notes): 78307EAN5 U.S.$200,000, % Loan Participation Notes due 2024 ISIN (Regulation S Notes): XS Common Code (Regulation S): (together, the Existing Notes ) NOTICE OF SCHEME MEETING NOTICE IS HEREBY GIVEN that, by an order dated 30 September 2015 made in the above matter, as amended by an order dated 9 October 2015 of, the High Court of England and Wales (the Court ) has directed that a meeting (the Scheme Meeting ) be convened of the Scheme Creditors (as such term is defined in the scheme of arrangement hereinafter referred to) of Russian Standard Finance S.A. (the Scheme Company ) for the purposes of considering and, if thought fit, approving (with or without modification, addition or condition approved or imposed by the Court and/or agreed to by the Scheme Company) the scheme of arrangement proposed in respect of it pursuant to the Part 26 of the Companies Act 2006 as amended by a supplemental letter to the Scheme Document (the Scheme Document Supplemental Letter ) dated 9 October 2015 (the Scheme ). The Scheme Meeting will be held at the offices of Allen & Overy LLP, One Bishops Square, London E1 6AD, on 20 October 2015 commencing at 4.00 p.m. (London time). By the order referred to above, the Court has appointed Graeme Jenkins, a director of the Scheme Company to act as Chairman of the Scheme Meeting and has directed the Chairman to report the result of the Scheme Meeting to the Court. All Scheme Creditors are requested to attend at such place and time either in person, by a duly authorised representative if a corporation, or by proxy. A copy of the Scheme and a copy of the statement required to be furnished pursuant to section 897 of the Companies Act 2006, as amended by the Scheme Document Supplemental Letter (the Explanatory Statement ) are incorporated in the document of which this notice forms part (the 2

3 Scheme Document ). A capitalised term used in this notice and not otherwise defined herein shall have the meaning set out in Schedule I to Section II of the Scheme Document. Scheme Creditors may vote in person or by a duly authorised representative if a corporation, at the Scheme Meeting or they may appoint another person, whether a Scheme Creditor or not, as their proxy to attend and vote in their place. Scheme Creditors may appoint proxies to vote at the Scheme Meeting by filling out Part 2 (Scheme Voting Instructions) of the Account Holder Letter (as defined in the Scheme Document). If a Scheme Creditor is a corporation, it must appoint an authorised representative or proxy to vote on its behalf at the Scheme Meeting by filling out Part 2 (Scheme Voting Instructions) of the Account Holder Letter in order to be entitled to vote at the Scheme Meeting. To avoid double counting, each of BT Globenet Nominees Limited in its capacity as Nominee with respect to the Regulation S Existing Notes and Deutsche Trustee Company Limited as the Existing Trustee has confirmed to the Scheme Company that it does not currently intend to vote in respect of the Existing Notes at the Scheme Meeting. DTC will provide an omnibus proxy in relation to any Existing Notes held on DTC, which will, in accordance with the normal practice of DTC, confirm that neither DTC nor Cede & Co. in its capacity as Nominee for DTC will vote in respect of the Existing Notes at the Scheme Meeting. In order to vote on the Scheme and attend the Scheme Meeting (in person, by a duly authorised representative if a corporation, or by proxy), Scheme Creditors must ensure that an Account Holder Letter is completed, delivered to and received by the Scheme Information Agent marked for the attention of Damir Hadziosmanovic or Damian Watkin by to rsb@dfkingltd.com in accordance with the instructions set out therein before the Account Holder Letter Deadline of a.m. (London time) on 19 October Each Scheme Creditor that wishes to vote at the Scheme Meeting will be required to ensure that it either instructs Euroclear or Clearstream, to block its holding of the Existing Notes or obtains its Account Holder s Medallion Signature Guarantee Stamp, as applicable, in respect of the Existing Notes which are the subject of the Account Holder Letter. This can be effected by giving Custody Instructions to that effect to the relevant Clearing System prior to the Custody Instruction Deadline of a.m. 16 October 2015 Scheme Creditors are reminded that the procedure for blocking Existing Notes may take a considerable period of time and to ensure that Custody Instructions are given as early as possible so that the relevant Existing Notes may be blocked prior to the latest time for blocking Existing Notes. DTC Existing Noteholders should contact their Account Holder to obtain the Medallion Signature Guarantee stamp. A Scheme Creditor on whose behalf a valid Account Holder Letter has not been delivered prior to the Account Holder Letter Deadline may still attend and vote for or against the Scheme at the Scheme Meeting provided that, Euroclear/Clearstream Existing Noteholders have provided Custody Instructions to Euroclear or Clearstream, as the case may be, prior to the Custody Instruction Deadline in respect of their holding of Regulation S Existing Notes and DTC Existing Noteholders have obtained their Account Holder s Medallion Signature Guarantee Stamp in respect of their holding of Rule 144A Existing Notes. Euroclear/Clearstream Existing Noteholders must bring a completed Part 1, Section 3 (Details of Holdings) of the Account Holder Letter with Custody Instruction Reference Number, and DTC Existing Noteholders, must bring a completed Part 1, Section 3 (Details of Holdings) of the Account Holder Letter with its Account Holder s Medallion Signature Guarantee Stamp and Section 4 (DTC Existing Noteholders) of the Account Holder Letter to the Scheme Meeting in order to vote. All Existing Noteholders are encouraged to ensure their Account Holder completes and returns an Account Holder Letter on their behalf prior to the Account Holder Letter Deadline whether or not they intend to be present at the Scheme Meeting. The completion and return of an Account Holder Letter 3

4 will not prevent Scheme Creditors from attending and voting in person at the Scheme Meeting or any adjournment thereof, if they so wish and are so entitled. Each Scheme Creditor who wishes to be represented in person at the Scheme Meeting (or its proxy) will be required to register its attendance at the Scheme Meeting prior to its commencement. Registration will commence at 3.00 p.m. (London time) on 20 October A passport will be required as proof of personal identity to attend the Scheme Meeting and the passport number must match that on the Scheme Creditor s Account Holder Letter. If appropriate personal identification is not produced, that person will only be permitted to attend and vote at the Scheme Meeting at the discretion of the Chairman of the Scheme Meeting. Each proxy must bring to the Scheme Meeting a copy of the Account Holder Letter authorising him or her to act as proxy on behalf of the Scheme Creditor and evidence of personal identity (for example, a passport or other picture identification). The Scheme will be binding on the Scheme Creditors if: (i) at least 75% in value and more than 50% in number of claims (agreed by the Chairman in accordance with each Scheme Creditor s Scheme Claim or otherwise allowed by the Court) of the Scheme Creditors present and voting either in person or by proxy at the Scheme Meeting agree to the Scheme; (ii) (iii) the Court sanctions the Scheme; and an office copy of the Sanction Order is filed with the Registrar of Companies. The Restructuring Documents and the Scheme Document incorporating the Scheme, the Explanatory Statement and the Account Holder Letter are available to download from the Scheme Website, If a hard copy is required, please send your request to the Scheme Information Agent, marked for the attention of Damir Hadziosmanovic or Damian Watkin. The Scheme will be subject to the subsequent approval of the Court. For further information please contact the Scheme Information Agent using the following contact details: D.F. King Ltd 85 Gresham Street London EC2V 7NQ rsb@dfkingltd.com Scheme Website: Telephone: Fax: Attention: Damir Hadziosmanovic or Damian Watkin 4

5 About Russian Standard Finance S.A. The Company was incorporated as a public limited liability company (société anonyme) on 31 March 2005 for an unlimited duration under the laws of the Grand Duchy of Luxembourg. The Company has its registered office at 2, Boulevard Konrad Adenauer, L-1115 Luxembourg, Grand Duchy of Luxembourg. The Company is registered with the Register of Commerce and Companies of Luxembourg under number B The Company was established as a special purpose vehicle for the purpose of financing RSB. The Company issues loan participation notes in order to fund related loans to RSB from time to time. Russian Standard Finance S.A. (the Company ) Société anonyme Registered office: 2, boulevard Konrad Adenauer L-1115 Luxembourg R.C.S. Luxembourg: B Contact Details