29 August 2022. PJSC SIBUR Holding (“SIBUR”, the “Company” or the “Guarantor”) informs that it has launched a Consent Solicitation process for its outstanding Guaranteed Notes issued by SIBUR Securities DAC (the Issuer):
· USD 500,000,000 4.125% Guaranteed Notes due 2023;
· USD 500,000,000 3.45% Guaranteed Notes due 2024;
· USD 500,000,000 2.95% Guaranteed Notes due 2025;
each issued by the Issuer and unconditionally and irrevocably guaranteed by Public Joint Stock Company SIBUR Holding (“SIBUR”, the “Company” or the “Guarantor”), seeking Noteholders’ Consent to consider, and if thought fit, pass the Extraordinary Resolution approving the Proposals specified in the Consent Solicitation Memorandum dated 29 August 2022 (the “Memorandum”).
Rationale for Consent Solicitation
In recent months, disruptions to global financial infrastructure considerably hampered the ability of Russian issuers to service their outstanding Eurobond obligations. Regardless, and in accordance with the recently introduced Russian legislation, SIBUR shall adhere to meeting its obligations to all Noteholders and protecting their best interests.
In order to maintain consistent and timely payments due to Noteholders, SIBUR is soliciting Noteholders’ consent to approve a number of amendments to the transaction documents under the Notes, including but not limited to:
· Removal of the Original Trustee and replacement thereof with the New Trustee in respect of all series of the Notes in order to have their interests continuously protected at all times;
· Simplified cancellation of the Notes, which should help mitigate infrastructural and financial risks for the Company, should SIBUR or the Issuer choose to purchase the Notes;
· Extension of Grace Period for payments under the Notes to 30 business days in case of technical payment delays.
Detailed Terms and Conditions are specified in the Memorandum dated 29 August 2022.
The Proposals are solely aimed at ensuring the consistent delivery of payments to Noteholders and continuous servicing of SIBUR’s Eurobond debt.
· Noteholders can obtain a copy of the Memorandum on the website of the Information and Tabulation Agent at https://www.i2capmark.com/event-details/76/Holder/sibur-securities-dac-consent-solicitation.
· To participate in the Consent Solicitation, a Noteholder should deliver, or arrange to have delivered on its behalf, a valid Voting Instruction voting in favour of or against the Proposals to the Information and Tabulation Agent by no later than 16 September 2022 (the “Voting Deadline”).
· Only Noteholders who hold the Notes as of 12 September 2022 (the “Record Date”) may submit a Voting Instruction.
· Record Date — 12 September 2022.
· Voting Period — from 29 August 2022 to 16 September 2022 (4 p.m. UKT).
· Meetings — 20 September 2022.
All announcements, notifications and press-releases will be available via the Consent Solicitation website after the registration.
Questions and requests for assistance in connection with the Consent Solicitation, and/or the delivery of Voting Instructions should be directed to the Information and Tabulation Agent by email at email@example.com.
i2 Capital Markets Ltd.
128 City Road London, EC1V 2NX, United Kingdom
Phone: +44 203 633 1212
For other questions related to the Consent Solicitation, the Noteholders should contact:
SIBUR Investor Relations
Phone: +7 (495) 777-55-00.