Home > Press center > Press releases > Agroton Public Limited: Announcement of consent solicitation in respect of its U.S.$50,000,000 12.50 per cent. notes due 2019 with interest rate step down to 8.00 per cent. in 2013 (the

Agroton Public Limited: Announcement of consent solicitation in respect of its U.S.$50,000,000 12.50 per cent. notes due 2019 with interest rate step down to 8.00 per cent. in 2013 (the

26 November 2013, Luhansk, Ukraine

Current report 26/11/2013

As a result of the developments and factors set out in its current report dated 25 November 2013, Agroton Public Limited (the "Issuer") announces today that it has commenced consent solicitation in respect of its U.S.$50,000,000 12.50 per cent. Notes due 2019 with interest rate step down to 8.00 per cent. in 2013 (the "Notes"). The final voting deadline for submission of electronic voting instructions for the extraordinary resolution of the Noteholders (the "Extraordinary Resolution") in relation to the consent solicitation is 10.00 a.m. (London time) on 16 December 2013.

The Issuer is seeking the consent of Noteholders to amend the terms and conditions of the Notes to:

(i)         postpone to 14 January 2015 the interest payments that would be due for payment to Noteholders on (a) 14 January 2014 (including the postponed 14 July 2013 Interest Payment) and (b) 14 July 2014;

(ii)        further decrease the interest rate with effect from 14 January 2013 from 8.00 per cent. to 6.00 per cent;

(iii)       permit the Issuer, the Sureties and any of their respective subsidiaries to re-purchase Notes, which they may at their option hold, re-sell or surrender for cancellation;

(iv)       remove the augmented quorum requirement for any Noteholders' meeting the business of which includes any Reserved Matter(s), so that the quorum requirement for any Noteholders' meeting for passing an Extraordinary Resolution (whether or not the business of such meeting includes any Reserved Matter(s)) shall henceforth be two or more persons present in person holding Notes or being proxies or representatives and holding or representing in the aggregate more than half of the principal amount of the Notes for the time being outstanding;

(v)        reduce the proportion of votes required to pass an Extraordinary Resolution from not less than three-quarters in principal amount of the Notes owned by the Noteholders who are present in person or represented by proxy or representative at the relevant Noteholders' meeting to more than half of the principal amount of such Notes;

(vi)       reduce the principal amount of Notes required to be held by Noteholders in order to pass an Extraordinary Resolution by way of electronic consent or written resolution from not less than three-quarters in principal amount of the Notes outstanding to more than half of such principal amount; and

(vii)      remove restrictions on the Issuer's ability to declare or pay dividends to shareholders.

The proposed amendments to the terms and conditions of the Notes are described in more detail in the consent solicitation memorandum dated 26 November 2013 (the "Consent Solicitation Memorandum"). The terms and conditions of the consent solicitation are set out in the Consent Solicitation Memorandum and, unless the context requires otherwise, terms defined in the Consent Solicitation Memorandum and not otherwise defined herein shall have the same meanings in this announcement.

To be passed in relation to the Notes, the Extraordinary Resolution must be passed at a quorate meeting of Noteholders duly convened and held in accordance with the provisions of Schedule 3 to the Trust Deed by the affirmative vote of holders of Notes present in person or represented by proxy or representative owning in the aggregate not less than three quarters in principal amount of the Notes owned by the Noteholders who are so present or represented at the meeting. If passed, the Extraordinary Resolution will be binding upon all of the Noteholders. The Meeting will be held at 10.00 a.m. (London time) on 18 December 2013 at the offices of Baker & McKenzie LLP, 100 New Bridge Street, London, EC4V 6JA. Voting can take place by electronic voting instruction via the Clearing Systems or by attending the Meeting and producing valid Form of Proxy.

The Issuer has retained Lucid Issuer Services Limited to act as Tabulation Agent. Requests for copies of the Consent Solicitation Memorandum or information in relation to the procedures for voting on the Extraordinary Resolution should be directed to the Tabulation Agent.

For further information, please contact:

The Tabulation Agent at:

Lucid Issuer Services Limited

Leroy House, 436 Essex Road

London, N1 3QP

United Kingdom

Tel: +44 (0)20 7704 0880

Fax: +44 (0)20 7067 9098

Attention: Thomas Choquet/Victor Parzyjagla

Email: agroton@lucid-is.com

The Principal Paying Agent at:

The Bank of New York Mellon, London Branch

One Canada Square

London, E14 5AL

United Kingdom

Fax: +44 (0)20 7964 2536

Attention: Corporate Trust Administration

Email: CORPSOVCEE@bnymellon.com

The Issuer at:

Agroton Public Limited

1 Lampousas Street

CY-1095

Nicosia

Cyprus

Attention: Larisa Orlova, CFO

Email: orlova@agroton.lg.ua

The form of notice of meeting to Noteholders is set out below:

THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE, YOU SHOULD IMMEDIATELY CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (IF YOU ARE IN THE UNITED KINGDOM) OR ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT PROFESSIONAL ADVISER.

US$50,000,000 12.50 per cent. Notes due 2019 with interest rate step down to 8.00 per cent. in 2013 (ISIN: XS0627994477 and Common Code: 06279947) (the "Notes")

issued by

Agroton Public Limited (the "Issuer")

(a public limited liability company incorporated under the laws of Cyprus

with registered number 255059 and having its registered office at 1 Lampousas Street, CY-1095, Nicosia, Cyprus)

such Notes as supported by suretyships and indemnities as described in the trust deed (the "Trust Deed") dated 14 July 2011 between, among others, the Issuer and BNY Mellon Corporate Trustee Services Limited (the "Trustee"), as amended and supplemented by the supplemental trust deed dated 15 October 2013 between, among others, the Issuer and the Trustee (the "First Supplemental Trust Deed")

NOTICE IS HEREBY GIVEN that, pursuant to the provisions of Schedule 3 to the Trust Deed constituting the Notes, a meeting (the "Meeting") of the holders of the Notes (the " Noteholders") has been convened by the Issuer and will be held at the offices of Baker & McKenzie LLP, 100 New Bridge Street, London, EC4V 6JA on 18 December 2013 at 10.00 a.m. London time for the purpose of considering and, if thought fit, passing the following resolution which will be proposed as an Extraordinary Resolution (as defined in the Trust Deed) in accordance with the provisions of the Trust Deed. 

Capitalised terms used in this Notice and not otherwise defined herein shall have the meanings ascribed to them in the consent solicitation memorandum dated 26 November 2013 (the "Memorandum").

EXTRAORDINARY RESOLUTION

"THAT THIS MEETING of the holders of the outstanding US$50,000,000 12.50 per cent. Notes due 2019 with interest rate step down to 8.00 per cent. in 2013 (the "Noteholders" and the "Notes", respectively) of Agroton Public Limited (the "Issuer") constituted by a trust deed (the "Trust Deed") dated 14 July 2011 between, among others, the Issuer and BNY Mellon Corporate Trustee Services Limited (the "Trustee") as trustee for the Noteholders and as amended and supplemented by the supplemental trust deed dated 15 October 2013 between, among others, the Issuer and the Trustee (the "First Supplemental Trust Deed"), HEREBY:

(A)       sanctions and approves, pursuant to paragraph 5 of Schedule 3 to the Trust Deed, the following modifications to the Trust Deed:

(i)                 all references in the Trust Deed and the Schedules thereto to the "US$50,000,000 12.50 per cent. Notes due 2019 with interest rate step down to 8.00 per cent. in 2013" shall be read and construed as references to the "US$50,000,000 12.50 per cent. Notes due 2019 with interest rate step down to 6.00 per cent. in 2013";

(ii)               the deletion of the following text from Clause 12.1 (Waiver):

"The Trustee may not authorise or waive any such breach or proposed breach relating to any of the matters the subject of the Reserved Matters as specified and defined in Schedule 3 (Provisions for Meetings of Noteholders)."

(iii)             the deletion of the following text from Clause 13.1 (Modification):

"(other than in respect of Reserved Matters as specified and defined in Schedule 3 (Provisions for Meetings of Noteholders) or any provision of this Trust Deed referred to in that specification)";

(iv)             the deletion of the following text from paragraph 3.1 of Schedule 3 (Provisions for Meetings of Noteholders):

"(subject as provided below)";

(v)               the deletion of the following text from paragraph 3.1 of Schedule 3 (Provisions for Meetings of Noteholders):

"; provided that at any meeting the business of which includes any of the matters specified in the proviso to paragraph 5 (Powers of meetings) hereof the quorum shall be two or more persons present in person holding Notes or being proxies or representatives and holding or representing in the aggregate not less than three-quarters in principal amount of the Notes for the time being outstanding";

(vi)             the deletion of the following text from paragraph 3.2 of Schedule 3 (Provisions for Meetings of Noteholders):

"Save as otherwise provided in paragraph 5 (Powers of meetings) hereof, at",

and the replacement therefor of "At";

(vii)           the deletion of the following text from paragraph 3.2 of Schedule 3 (Provisions for Meetings of Noteholders):

"; provided that at any adjourned meeting at which is to be proposed an Extraordinary Resolution for the purpose of effecting any of the modifications specified in the proviso to paragraph 5 (Powers of meetings) hereof the quorum shall be two or more persons so present holding Notes or being proxies or representatives and holding or representing in the aggregate not less than one quarter in principal amount of the Notes for the time being outstanding";

(viii)         the deletion of the following text from paragraph 5 (Powers of meetings) of Schedule 3 (Provisions for Meetings of Noteholders):

"; provided that the provisions of paragraphs 3.1 and 3.2 (Quorum and Adjournment) hereof for a reduced quorum at meetings shall not apply to any resolution:

(i)         to reduce, or change the maturity of, the principal of any Note;

(ii)        to reduce the rate of or extend the time for payment of interest on any Note;

(iii)       to reduce any premium payable upon redemption of the Notes or change the date on, or the circumstances under, which any Notes are subject to redemption (other than provisions relating to the purchase of Notes described above under Condition 3.2(d) (Asset Sales) and Condition 5.3 (Redemption at the Option of the Holders Upon a Change of Control), except that if a Change of Control has occurred, no amendment or other modification of the obligation of the Issuer to make a Change of Control Offer relating to such Change of Control shall be made without an Extraordinary Resolution referred to below);

(iv)       to make any Note payable in money or currency other than that stated in the Notes;

(v)        to modify or change any provision of this Trust Deed or the related definitions to affect the ranking of the Notes or any Deed of Surety;

(vi)       to reduce the percentage of holders necessary to consent to an amendment or waiver to this Trust Deed, the Notes or any Deed of Surety;

(vii)      to waive a default in the payment of principal of or premium or interest on any Notes (except a rescission of acceleration of the Notes by the holders thereof as provided in this Trust Deed and a waiver of the payment default that resulted from such acceleration);

(viii)     to amend the governing law, submission to jurisdiction and/or arbitration provisions in the Trust Deed, the Notes, any Deed of Surety or the Agency Agreement;

(ix)       to make any changes in these amendment and waiver provisions or change the quorum requirements relating to meetings or the majority required to pass an Extraordinary Resolution.

The quorum for a resolution at an adjourned meeting considering any of the matters in the above proviso shall be two or more persons present in person holding Notes and/or being proxies or representatives and holding or representing in the aggregate not less than one-quarter in principal amount of the Notes for the time being outstanding"

(ix)             the deletion of paragraph 7 (Extraordinary Resolution) of Schedule 3 (Provisions for Meetings of Noteholders) and its replacement with the following:

"7.       Extraordinary Resolution

The expression "Extraordinary Resolution" when used in this Trust Deed means (a) a resolution passed at a meeting of the Noteholders duly convened and held in accordance with the provisions contained herein by the affirmative vote of holders of Notes present in person or represented by proxy or representative owning in the aggregate more than half of the principal amount of the Notes owned by the Noteholders who are so present or represented at the meeting or (b) consent given by way of electronic consents through the relevant clearing system(s) (in a form satisfactory to the Trustee) by or on behalf of the holders of more than half of the principal amount of the Notes for the time being outstanding."

(x)               the deletion of paragraph 11 (Written Resolutions) of Schedule 3 (Provisions for Meetings of Noteholders) and its replacement with the following:

"11.     Written Resolutions

A resolution in writing signed by or on behalf of persons holding more than half of the aggregate principal amount of the outstanding Notes, shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of the Noteholders of that class duly convened and held. Such resolution in writing may be contained in one document or in several documents in like form each signed by or on behalf of one or more of the relevant Noteholders and the date of such resolution shall be the date of the latest such document."

(xi)             the deletion of the definition of Reserved Matter in Condition 3.1 of the Terms and Conditions of the Notes set out in Schedule 4 (Terms and Conditions of the Notes);

(xii)           the deletion of the following text from the definition of Restricted Payment in Condition 3.1 of the Terms and Conditions of the Notes set out in Schedule 4 (Terms and Conditions of the Notes):

"(a)      the declaration or payment of any dividend or any other distribution on Capital Stock of the Issuer or any Subsidiary or any payment made to the direct or indirect holders (in their capacities as such) of Capital Stock of the Issuer or any Subsidiary, including, without limitation, any payment in connection with any merger, consolidation, amalgamation with or into, transfer, conveyance of substantially all of its assets to, or liquidation into the Issuer but excluding (i) dividends or distributions payable solely in Qualified Stock or through accretion or accumulation of such dividends on such equity interests and (ii) in the case of Subsidiaries, dividends or distributions payable to the Issuer or to a Subsidiary and pro rata dividends or distributions payable to minority stockholders of any Subsidiary;"

and the re-lettering of the remaining paragraphs (b), (c) and (d) of such definition as paragraphs (a), (b) and (c);

(xiii)         the deletion of paragraph (A) in Condition 3.2(c) (Limitation on Restricted Payments) of the Terms and Conditions of the Notes set out in Schedule 4 (Terms and Conditions of the Notes) and its replacement with the following:

"(A)     the declaration or payment by the Issuer or any Subsidiary of any dividend or any other distribution on Capital Stock of the Issuer or any Subsidiary or any payment made to the direct or indirect holders (in their capacities as such) of Capital Stock of the Issuer or any Subsidiary, including, without limitation, any payment in connection with any merger, consolidation, amalgamation with or into, transfer, conveyance of substantially all of its assets to, or liquidation into the Issuer;"

(xiv)         the deletion of Condition 4(a) of the Terms and Conditions of the Notes set out in Schedule 4 (Terms and Conditions of the Notes) and its replacement with the following:

"(a)      The rate of interest ("Rate of Interest") applicable to the principal amount outstanding for the time being in respect of the Notes shall be: (a) 12.50 per cent. per annum from and including 14 July 2011 to but excluding 14 January 2013; and (b) 6.00 per cent. per annum from and including 14 January 2013 to but excluding 14 January 2019."

(xv)           the deletion of Condition 4(b) of the Terms and Conditions of the Notes set out in Schedule 4 (Terms and Conditions of the Notes) and its replacement with the following:

"(b)      The amount of interest payable on an Interest Payment Date shall be calculated by applying the Rate of Interest to the outstanding principal amount of the Notes, dividing the product by two and rounding the resulting figure to the nearest cent (half a cent being rounded upwards), except that on 14 January 2015 the amount of interest payable shall be calculated by applying the Rate of Interest to the outstanding principal amount of the Notes, multiplying the product by two and rounding the resulting figure to the nearest cent (half a cent being rounded upwards)."

(xvi)         the deletion of the definition of Interest Payment Date in Condition 4 (Interest) of the Terms and Conditions of the Notes set out in Schedule 4 (Terms and Conditions of the Notes) and its replacement with the following:

"Interest Payment Date" means 14 January and 14 July of each year, commencing on 14 January 2012, except that none of 14 July 2013, 14 January 2014 or 14 July 2014 shall be an Interest Payment Date."

(xvii)       the deletion of Condition 5.5 (Cancellation) of the Terms and Conditions of the Notes set out in Schedule 4 (Terms and Conditions of the Notes) and its replacement with the following:

"5.5     Purchase

The Issuer, the Sureties or any of their respective Subsidiaries may at any time purchase or procure others to purchase for its account Notes in any manner and at any price.  The Notes so purchased may be held or resold (provided that such resale is outside the United States in compliance with Regulation S under the Securities Act) or surrendered for cancellation at the option of the Issuer, the Sureties or such Subsidiary (as the case may be) in compliance with Condition 5.6 (Cancellation) below.  The Notes so purchased, while held by or on behalf of the Issuer, any Surety or any such Subsidiary, shall not entitle the holder to vote at any meeting of the Noteholders or in respect of any written resolution in accordance with Condition 12.2 (Written resolution) and shall not be deemed to be outstanding for the purpose of calculating quorums at meetings of the Noteholders or for the purposes of Condition 8 (Events of Default), Condition 12.1 (Meetings of Noteholders), Condition 12.2 (Written resolution), Condition 12.5 (Waiver) and Condition 13.1 (Enforcement by the Trustee).

5.6      Cancellation

All Notes which are redeemed or submitted for cancellation pursuant to Condition 5.5 (Purchase) shall be cancelled and may not be issued or resold."

(xviii)     the deletion of the following text from Condition 12.1 (Meetings of Noteholders) of the Terms and Conditions of the Notes set out in Schedule 4 (Terms and Conditions of the Notes):

"; provided, however, that certain proposals (including any proposal (i) to reduce, or change the maturity of, the principal of any Note; (ii) to reduce the rate of or extend the time for payment of interest on any Note; (iii) to reduce any premium payable upon redemption of the Notes or change the date on, or the circumstances under, which any Notes are subject to redemption (other than provisions relating to the purchase of Notes described above under Condition 3.2(e) (Asset Sales) and Condition 5.3 (Redemption at the Option of the Holders upon a Change of Control), except that if a Change of Control has occurred, no amendment or other modification of the obligation of the Issuer to make a Change of Control Offer relating to such Change of Control shall be made without an Extraordinary Resolution referred to below); (iv) to make any Note payable in money or currency other than that stated in the Notes; (v) to modify or change any provision of the Trust Deed or the related definitions to affect the ranking of the Notes or any Deed of Surety; (vi) to reduce the percentage of holders necessary to consent to an amendment or waiver to the Trust Deed, the Notes or any Deed of Surety; (vii) to waive a default in the payment of principal of or premium or interest on any Notes (except a rescission of acceleration of the Notes by the holders thereof as provided in the Trust Deed and a waiver of the payment default that resulted from such acceleration); (viii) to amend the governing law, submission to jurisdiction and/or arbitration provisions in the Trust Deed, the Notes, any Deed of Surety or the Agency Agreement; or (ix) to make any change in these amendment and waiver provisions or change the quorum requirements relating to meetings or the majority required to pass an Extraordinary Resolution (each, a "Reserved Matter")) may only be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which two or more persons holding or representing not less than three-quarters or, at any adjourned meeting, not less than one-quarter of the aggregate principal amount of the Notes for the time being outstanding form a quorum"

(xix)         the deletion of Condition 12.2 (Written resolution) of the Terms and Conditions of the Notes set out in Schedule 4 (Terms and Conditions of the Notes) and its replacement with the following:

"12.2   Written resolution

A resolution in writing signed by or on behalf of persons holding more than half of the aggregate principal amount of the outstanding Notes, shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of the Noteholders of that class duly convened and held. Such resolution in writing may be contained in one document or in several documents in like form each signed by or on behalf of one or more of the relevant Noteholders and the date of such resolution shall be the date of the latest such document."

(xx)           the deletion of the following text from Condition 12.3 (Modification) of the Terms and Conditions of the Notes set out in Schedule 4 (Terms and Conditions of the Notes):

"(other than in respect of Reserved Matters)"; and

(xxi)         the deletion of the following text from Condition 12.5 (Waiver) of the Terms and Conditions of the Notes set out in Schedule 4 (Terms and Conditions of the Notes):

"The Trustee may not authorise or waive any such breach or proposed breach relating to any of the matters the subject of the Reserved Matters as specified and defined in the Conditions."

(B)       authorises, directs, requests and empowers the Trustee, the Issuer and The Bank of New York Depository (Nominees) Limited (the "Registered Holder"), (as applicable):

(i)         to consent to the execution of and/or to enter into (as applicable) the Second Supplemental Trust Deed to effect the modifications referred to in paragraph (A) of this Extraordinary Resolution in the form of the draft produced to this Meeting and initialled by the chairman of the Meeting for the purposes of identification, with such amendments, if any, as the Trustee may require or agree;

(ii)        to concur in, approve, and execute and do all such deeds, instruments, acts and things that may be necessary or appropriate to carry out and give effect to the implementation of the Amendments or this Extraordinary Resolution;

(C)       sanctions and approves every amendment, modification, abrogation, variation or compromise of, or arrangement in respect of, the rights of Noteholders necessary or appropriate to give effect to this Extraordinary Resolution or the implementation of the Amendments (whether or not the rights arise under the Trust Deed), and assents to every amendment, modification, variation or abrogation of the provisions contained in the Trust Deed involved in, or inherent in, or effected by, the implementation of this Extraordinary Resolution and the Amendments; and

(D)       discharges and exonerates the Trustee, the Issuer and the Registered Holder from all liability in giving effect to this Extraordinary Resolution and consenting to the Amendments and in respect of any act or omission for which it may have become responsible under the Trust Deed and/or the Notes in connection with the Amendments, this Extraordinary Resolution or its implementation.

Capitalised terms used in this Extraordinary Resolution have the same meanings as those defined in the Memorandum published by the Issuer on 26 November 2013, unless the context otherwise requires."

The terms of the Extraordinary Resolution have not been formulated or negotiated by the Trustee and nothing in this Notice should be const