XXI Century Launched Consent Solicitation
OREANDA-NEWS. On 22 June 2009 XXI Century Investments Public Limited (LSE: XXIC) announced the launch of its consent solicitation in respect of the outstanding USD 175,000,000 10 per cent. Guaranteed Secured Notes due 2010 (the "Notes").
The Company is seeking approval of, by Extraordinary Resolution of the Noteholders, among other things, the following amendments to the terms and conditions of the Notes, as described in more detail in the Solicitation Statement:
1. The extension of the final maturity date of the Notes to 24 November 2014 and the adoption of an amortisation schedule under which instalments of principal will fall due for repayment on 24 November 2010, 24 November 2011, 24 November 2012, 24 November 2013 and 24 November 2014;
2. The capitalisation of interest on the Notes that would have been due for payment on 8 July 2009 and the inclusion of a right for the Company to capitalise interest on the Notes on each subsequent interest payment date falling prior to 24 November 2014;
3. The change of the interest rate from 10 per cent. per annum to 9 per cent. per annum with effect from the date of the Supplemental Trust Deed giving effect to the amendments to the Notes (the "Effective Date") if paid in cash or, where any accrued interest is capitalised, to 9 per cent. per annum with effect from the Effective Date in respect of any period commencing on or prior to 24 November 2009 and to 15 per cent. per annum in respect of any period commencing after 24 November 2009;
4. The removal of the option of the Noteholders to require the Company to redeem their Notes on or after 8 July 2009 with the result that any redemption notices deposited by Noteholders in order to exercise such option shall be treated as revoked;
5. The introduction of a right for the Noteholders to nominate a non-executive director to the Board of Directors of the Company (the "Noteholder Nominated Director") whose consent will be required for certain matters to be undertaken by the Company and its subsidiaries (primarily in relation to asset disposals, investment in joint ventures, the release of guarantors of the Notes, changes in the remuneration of directors and senior management, affiliate transactions and the incurrence of indebtedness);
6. The introduction of a mandatory prepayment obligation in respect of 50% of excess proceeds from disposals and from new financings otherwise than for the development of existing projects;
7. The introduction of additional subsidiary companies as guarantors of the Notes and a provision for the release of guarantors on a permitted disposal or where such release is required in connection with a third party investment in or a construction/development financing for such guarantor;
8. The introduction of a new put option pursuant to which holders of the Notes will be entitled to require the Company to redeem all or any of their Notes at their outstanding principal amount, together with interest accrued, if the articles of association are amended in a manner which affects the ability of the Noteholders to appoint or remove the Noteholder Nominated Director or the powers of the Noteholder Nominated Director or the Board of Directors of the Company refuses to appoint an individual nominated for appointment as the Noteholder Nominated Director except on certain specified grounds or the shareholders passing a resolution to remove the Noteholder Nominated Director except on those specified grounds;
9. The modification of certain covenants and events of default, each as described in more detail in the Solicitation Statement;
10. The modification of the definition of "Extraordinary Resolution" to reduce from 75 per cent. to 50 per cent. the majority of votes cast at a meeting of Noteholders for approvals required, during certain limited periods, of certain matters that would otherwise require the consent of a Noteholder Nominated Director if during that period no Noteholder Nominated Director is appointed to the Board of Directors; and
11. The modification of the requirements for written resolutions of Noteholders having the effect of an Extraordinary Resolution, which currently requires holders of 90 per cent. of the principal amount of the Notes to sign such resolutions, to provide that such resolutions may take effect if signed by holders of 75 per cent. (or, for the purpose of approvals of matters referred in paragraph 8 above, 50 per cent.) of the outstanding principal amount of the Notes.
Noteholders who vote in favour of the proposed restructuring will be entitled to a consent fee in the form of depositary interests representing up to 5% of the Company's issued share capital on a fully diluted basis as well as warrants giving a right to subscribe depositary interests representing up to 10% of the Company's issued share capital on fully diluted basis at a subscription price of USD 0.01 per share.
The Company intends to announce an Extraordinary General Meeting of shareholders with the aim to approve certain amendments to the Company's articles necessary for the proposed restructuring to take effect. The notice of the EGM shall be posted to shareholders and will be posted to the Company's website www.21.com.ua. The proposed restructuring of the Notes is conditional on the resolutions contained in the notice of the EGM being passed by shareholders.
The Company has retained Renaissance Capital Financial Consultant Limited as Solicitation Agent with respect to the consent solicitation.
To receive copies of the relevant Solicitation Statement, or for questions relating to the consent solicitation transaction, please contact Renaissance Capital Financial Consultant Limited on Tel: +7 (495) 258 7777 or Fax: +7 (495) 258 7778, Attention: Kieran Donnelly/Boris Batin, Debt Capital Markets.
This press release is not a consent solicitation. The consent solicitation shall be made solely by the Solicitation Statement dated 11 June 2009, and related documents, and those documents should be consulted for additional information regarding consent procedures and the conditions for the consent solicitation.
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