19.03.2018
NOTE: THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE SUBJECT NOTES. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO EXPEDITE RE-TRANSMITTAL TO BENEFICIAL OWNERS OF THE NOTES IN A TIMELY MANNER.
Bulgarian Telecommunications Company EAD
TO THE HOLDERS
NOTICE OF FULL REDEMPTION OF
€400,000,000 6⅝% Senior Secured Notes due 2018 (the "Notes")
Dated: March 19, 2018
NOTES |
Regulation S | Rule 144A |
Common Code: 099499303 | Common Code: 099499362 |
ISIN: XS0994993037 | ISIN: XS0994993623 |
Reference is hereby made to the indenture dated as of November 22, 2013 (as supplemented, amended or modified from time to time, the "Indenture"), among, inter alios, Bulgarian Telecommunications Company EAD (the "Issuer"), U.S. Bank Trustees Limited as trustee (the “Trustee”) and Elavon Financial Services DAC (formerly called Elavon Financial Services Limited) , UK Branch, as paying agent (the "Paying Agent") and transfer agent. Capitalised terms used but not otherwise defined herein shall have the meaning assigned to them in the Indenture.
Pursuant to Section 3.03 of the Indenture, notice is hereby given by the Issuer that subject to paragraph 2, below, the Issuer has elected to redeem all of the Notes and the Issuer hereby provides the following information relating to the redemption of the Notes:
1. Subject to paragraph 2, below:
a. the redemption date will be April 19, 2018 (the "Redemption Date");
b. the record date will be April 18, 2018 (the "Record Date");
c. the Issuer will redeem 100% of the principal amount outstanding of the Notes;
d. the Notes are to be redeemed according to Section 3.07(e) of the Indenture and Paragraph 5(e) of the Notes;
e. the Notes will be redeemed at a redemption price of 100.000 % (the " Redemption Price") of the principal amount of the Notes to be redeemed plus accrued and unpaid interest to, but not including, the Redemption Date in an amount equal to €11,336,111.11 per €400,000,000 principal amount of Notes plus Additional Amounts, if any (together with the Redemption Price, the "Redemption Payment"); and
f. on the Redemption Date, the Redemption Payment will become due and payable upon the Notes and, unless the Issuer defaults in making the Redemption Payment, interest on the Notes shall cease to accrue on and after the Redemption Date.
2. The redemption of the Notes is subject to the satisfaction (as determined by the Issuer in its sole and absolute discretion) of the following conditions precedent:
(a) the Issuer has satisfied all conditions precedent and any other requirements such that it has become entitled to draw and has made a utilisation request to draw facilities in a principal amount of at least €345,000,000 under a senior facility agreement dated December 22, 2017; and
(b) the receipt in euros at least one Business Day prior to the Redemption Date by the Trustee or (if designated by the Trustee) the Paying Agent of the proceeds of the facilities referred to in paragraph 2(a) above and such other funds sufficient to pay the Redemption Payment on the Redemption Date.
Accordingly, in the Issuer''s sole discretion, the Redemption Date and the corresponding Record Date may be moved to such earlier or later time as specified by the Issuer or the redemption may not occur and this notice may be rescinded in the event that either of the conditions precedent described in this paragraph 2 are not satisfied (or waived by the Issuer in its sole discretion) by the Redemption Date, or by the Redemption Date as so moved; provided that, in each case, the Issuer sends a supplemental notice to this Notice of Full Redemption indicating the new redemption date and corresponding record date as so moved.
Payment of the Redemption Payment in respect of Definitive Registered Notes will only be made upon presentation and surrender of the Notes to the Paying Agent at the place set forth below:
Paying Agent
Elavon Financial Services DAC, UK Branch
5th Floor, 125 Old Broad Street
London EC2N 1AR
United Kingdom
The method of delivery is at the option and risk of the Holder. Payment of the Redemption Payment in respect of any Notes that are held in book-entry form will be made to the relevant clearing system, which will distribute such payments to participants in accordance with their customary procedures.
The Common Code and ISIN numbers are included solely for the convenience of the Holders. The Issuer, the Trustee and the Paying Agent are not responsible for the use or selection of these numbers, nor is any representation made as to the correctness or accuracy of such numbers printed on the Notes or as listed in this Notice of Full Redemption. Reliance may be placed only on other identification numbers printed on the Notes. Redemption of the Notes shall not be affected by any defect in or omission of such numbers.
Any questions regarding this Notice of Full Redemption should be directed to the Issuer.
Notice issued by:
Bulgarian Telecommunications Company EAD