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EuroHold Bulgaria AD (IRSH)

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Thursday 07 December, 2017

EuroHold Bulgaria AD

Satisfaction of New Financing Condition

RNS Number : 7075Y
EuroHold Bulgaria AD
07 December 2017
 

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT, AS MORE FULLY DESCRIBED IN THE TENDER OFFER MEMORANDUM (AS DEFINED BELOW).

 

EUROHOLD BULGARIA AD

ANNOUNCES THE SATISFACTION OF THE NEW FINANCING CONDITION AND THE SETTLEMENT OF THE INVITATION TO TENDER FOR PURCHASE FOR CASH
any and all of its outstanding
€47,000,000 8.00% Notes due 22 December 2021 (ISIN: XS1536782607)

issued under the EUR 200,000,000 Euro Medium Term Note Programme

guaranteed by Euroins Insurance Group AD
(the "Notes" and holders of the Notes being "Holders")

On 22 November 2017, EuroHold Bulgaria AD (the "Issuer") announced that it had, on the same day, launched an invitation to all Holders (subject to the offer and distribution restrictions set out in the Tender Offer Memorandum) to tender any and all of their Notes for purchase by the Issuer for cash (the "Invitation"), as more fully described in the tender offer memorandum dated 22 November 2017 (the "Tender Offer Memorandum"). On 29 November 2017, the Issuer announced the results of the Invitation, subject to satisfaction of the New Financing Condition (the "Results Announcement") and, on 30 November 2017, the Issuer announced the expected Settlement Date for the Invitation (the "Expected Settlement Date Announcement").

The Issuer today announces the satisfaction of the New Financing Condition and the acceptance for purchase, in line with the Results Announcement, of €46,500,000 in aggregate principal amount of the Notes validly tendered pursuant to the Invitation.

The Issuer will pay today (being the Settlement Date) the Purchase Price of €1,000.00 per €1,000.00 in principal amount, together with Accrued Interest of €76.71 per €1,000.00 in principal amount, in respect of Notes accepted for purchase.  Following settlement of the Invitation, the Notes accepted for purchase by the Issuer will be cancelled.

The Invitation was made on the terms and subject to the conditions contained in the Tender Offer Memorandum and this announcement should be read in conjunction with the Tender Offer Memorandum, the Results Announcement and the Expected Settlement Date Announcement. Holders of Notes are advised to read carefully the Tender Offer Memorandum, copies of which are (subject to the offer and distribution restrictions) available from the Dealer Managers and the Tender Agent, as set out below.  Capitalised terms used and not otherwise defined in this announcement shall have the meanings given to them in the Tender Offer Memorandum.

Euro-Finance AD and Renaissance Securities (Cyprus) Limited acted as Dealer Managers, and Lucid Issuer Services Limited is acting as Tender Agent, for the Invitation.

Requests for information in relation to the Invitation should be directed to:

DEALER MANAGERS

Renaissance Securities (Cyprus) Limited

Arch. Makiarou III 2-4

Capital Centre 9th Floor

Nicosia 1065

Cyprus

 

For information by telephone: +357 22 360 000

Attention: Debt Capital Markets Desk

Email: [email protected]

Euro-Finance AD

Christopher Columbus blvd. 43,

Eurohold Business Centre

Sofia 1592

Bulgaria

 

For information by telephone: +359 2 980 5657

Attention: Krasimir Kirov

Email: [email protected]

Requests for information in relation to the procedures for tendering Notes in,
and for any documents or materials relating to, the Invitation should be directed to:

THE TENDER AGENT

Lucid Issuer Services Limited
Tankerton Works

12 Argyle Walk

London WC1H 8HA

England

 

For information by telephone: +44 20 7704 0880

Email: [email protected]
Attention: Arlind Bytyqi / Yves Theis

Disclaimer

This announcement must be read in conjunction with the Tender Offer Memorandum, the Results Announcement and the Expected Settlement Date Announcement. This announcement, the Tender Offer Memorandum, the Results Announcement and the Expected Settlement Date Announcement contain important information, which must be read carefully before any decision is made with respect to the Invitation. If any Holder is in any doubt as to the action it should take, it is recommended to seek its own legal, tax and financial advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial adviser. Any person whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Notes in the Invitation. None of the Issuer, the Dealer Managers, the Tender Agent, or any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation as to whether Holders should tender Notes in the Invitation.

General

The distribution of this announcement, the Tender Offer Memorandum, the Results Announcement and the Expected Settlement Date Announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement, the Tender Offer Memorandum, the Results Announcement and the Expected Settlement Date Announcement come are required by the Issuer, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

None of this announcement, the Tender Offer Memorandum, the Results Announcement nor the Expected Settlement Date Announcement constitutes an offer to buy or a solicitation of an offer to sell Notes, and tenders of Notes pursuant to the Invitation will not be accepted from Holders, in any jurisdiction in which such offer or solicitation is unlawful. In those jurisdictions where the securities law or other laws require the Invitation to be made by a licensed broker or dealer and any of the Dealer Managers or any of their affiliates is such a licensed broker or dealer, the Invitation shall be deemed to be made by the applicable Dealer Managers or affiliate, as the case may be, on behalf of the Issuer.

Questions and requests for assistance in connection with (i) the Invitation may be directed to the Dealer Managers and (ii) the delivery of Tender Instructions may be directed to the Tender Agent.

United States of America

The Invitation is not being made, and will not be made, directly or indirectly in, or by use of the mails or any other means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States. These include, but are not limited to, facsimile transmission, electronic mail, telex, telephone and the Internet. Accordingly, copies of this announcement, the Tender Offer Memorandum, the Results Announcement and the Expected Settlement Date Announcement and any documents or materials related to the Invitation are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including by electronic means) in or into the United States. Any purported offer to sell in response to the Invitation resulting directly or indirectly from a violation of these restrictions will be invalid, and offers to sell made by a resident of the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will not be accepted.

None of this announcement, the Tender Offer Memorandum, the Results Announcement nor the Expected Settlement Date Announcement is an offer to buy or sell, or a solicitation of an offer to sell or buy, any Notes or other securities in the United States. Securities may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the U.S. Securities Act of 1933, as amended (the "Securities Act"). The Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, any U.S. person (as defined in Regulation S of the Securities Act).

Each Holder of Notes participating in the Invitation will represent that it is not located in the United States and it is not participating in the Invitation from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Invitation from the United States.

United Kingdom

The communication of this announcement, the Tender Offer Memorandum, the Results Announcement, the Expected Settlement Date Announcement and any other documents or materials relating to the Invitation is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of Section 21 of the Financial Services and Markets Act 2000 (the "FSMA"). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to persons within the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order")) or within Article 43(2) of the Order, or to other persons to whom it may lawfully be communicated in accordance with the Order or by virtue of an exemption under Section 21(1) of the FSMA.

Italy

The Invitation is not being made, directly or indirectly, in the Republic of Italy ("Italy"). None of this announcement, the Tender Offer Memorandum, the Results Announcement, the Expected Settlement Date Announcement nor any other documents or materials relating to the Invitation have been submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. The Invitation will be carried out in Italy as an exempted offer, pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree № 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation № 11971 of 14 May 1999, as amended.

A Holder or beneficial owner of Notes located in Italy may tender Notes through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation № 16190 of 29 October 2007, as amended from time to time, and Legislative Decree № 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with Notes or the Invitation.

Belgium

In Belgium, the Invitation will not, directly or indirectly, be made to, or for the account of, any person other than to qualified investors referred to in Article 10, § 1 of the Belgian law on the public offering of investment instruments and the admission of investment instruments to trading on regulated markets dated 16 June 2006, as amended from time to time (the "Belgian Prospectus Law"). None of this announcement, the Tender Offer Memorandum, the Results Announcement, the Expected Settlement Date Announcement nor any other documentation or material relating to the Invitation has been or will be submitted to the Financial Services and Markets Authority ("Authorité des services et marches financiers /Autoriteit voor financiële diensten en markten") for approval. Accordingly, in Belgium, the Invitation may not be made by way of a public offer within the meaning of article 3 of the Belgian Prospectus Law and article 3 of the Belgian act on public takeover offers dated 1 April 2007 (as amended from time to time (the "Belgian Takeover Act"). Therefore, the Invitation may not be promoted vis-à-vis, and is not being made to, any person in Belgium other than a "qualified investor" within the meaning of article 10, § 1 of the Belgian Prospectus Law acting for its own account and without prejudice to the application of article 6 § 4 of the Belgian Takeover Act. None of this announcement, the Tender Offer Memorandum, the Results Announcement nor the Expected Settlement Date Announcement nor any other documentation or material relating to the Invitation (including memoranda, information circulars, brochures or similar documents) may be forwarded or made available to, directly or indirectly, to any such person. With regard to Belgium, this announcement, the Tender Offer Memorandum the Results Announcement and the Expected Settlement Date Announcement have been transmitted only for personal use by qualified investors and only for the purpose of the Invitation. Accordingly, the information contained in this announcement, the Tender Offer Memorandum, the Results Announcement and the Expected Settlement Date Announcement may not be used for any other purpose or be transmitted to any other person in Belgium (without prejudice to the application of article 6 § 4 of the Belgian Takeover Act).

France

The Invitation is not being made, directly or indirectly, to the public in the French Republic ("France"). None of this announcement, the Tender Offer Memorandum, the Results Announcement, the Expected Settlement Date Announcement nor any other documents or materials relating to the Invitation (including memorandums, information circulars, brochures or similar documents) has been distributed to, or is being distributed to, the general public in France. Only (i) persons that provide investment services in the field of portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) (that are not individuals) acting for their own account, in each case as defined in or pursuant to articles L.411-1, L.411-2 and D.411-1 to D.411-4 of the French Code Monétaire et Financier, may participate in the Invitation. None of this announcement, the Tender Offer Memorandum, the Results Announcement nor the Expected Settlement Date Announcement has been submitted to the clearance procedures of the Autorité des marchés financiers.

Bulgaria

The Invitation is not being made, directly or indirectly, in the Republic of Bulgaria ("Bulgaria"), except in compliance with the laws of Bulgaria

 

 7th December 2017

 

This announcement has been issued through the Companies Announcement Service of

the Irish Stock Exchange.

 

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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