MTS Announces Consent Solicitation on Notes Due in 2012
OREANDA-NEWS. February 24, 2011. Mobile TeleSystems OJSC (“MTS”, “the Company” or the “Guarantor” – NYSE: MBT), the leading telecommunications provider in Russia and the CIS, announces that Mobile TeleSystems Finance S.A.1 , a wholly-owned subsidiary of the Company, (the “Issuer”), has commenced a consent solicitation (the “Consent Solicitation”) in respect of its senior unsecured USD-denominated Eurobonds in the amount of USD 400 million with an annual interest rate of 8.00% and maturity in January 2012 (the “Notes”). The Consent Solicitation will expire at 5.00 p.m.,
As previously announced on January 28, 2011, MTS was notified by the Issuer that the Issuer was served with a freezing order issued by the English High Court of Justice on January 26, 2011 (the “Order”) in connection with an arbitral award (the “Award”) in favor of Nomihold Securities Inc. (“Nomihold”) against the Issuer. The Issuer subsequently sought a clarification of the scope of the Order, and on February 18, 2011, the English High Court of Justice confirmed that the Order does not prevent the Issuer from conducting the Consent Solicitation.
The purpose of the Consent Solicitation is to obtain Consents from Holders to (1) waivers of certain defaults and events of default which might arise under the Indenture as a result of the Award, and (2) certain amendments to the Indenture to avoid possible future events of default which may arise as a result of the Award, (the “Proposals”). The approval of the Proposals requires the delivery, on or prior to the Expiration Date, of valid and unrevoked Consents of Holders of at least a majority in principal amount of outstanding Notes not held or beneficially owned by the Issuer, the Company or any of their respective affiliates or by agents of any of the foregoing (the “Requisite Consents”).
The terms and conditions of the Consent Solicitation are set out in the Consent Solicitation Statement issued by the Issuer dated February 22, 2011 (the “Consent Solicitation Statement”) and capitalised terms used in this press release but not defined herein have the meanings ascribed to them in the Consent Solicitation Statement.
If the Requisite Consents are received, all of the conditions to the Consent Solicitation have been satisfied or waived and the Issuer (in its sole discretion) has not terminated the Consent Solicitation, any Holder who delivers a valid and unrevoked Consent on or prior to the Expiration Date will be eligible to receive a one-time cash Consent Payment equal to USD 5.00 per USD 2,000 principal amount of Notes which will be paid by or on behalf of MTS in respect of which such Consents have been delivered. Once the Proposals become effective, each present and future Holder will be bound by the Proposals, whether or not such Holder delivered a Consent.
Holders who wish to deliver their Consent should (i) in the case of Notes held through DTC, mail, hand deliver, send by overnight courier, facsimile or e-mail (followed by delivery by hand or overnight courier of an original) their properly completed, executed and dated Consent Letter to the Tabulation and Information Agent or (ii) in the case of Notes held through Euroclear or Clearstream, Luxembourg, transmit by electronic transmission their Consents to the Tabulation and Information Agent via the relevant Clearing System in accordance with the instructions set forth in the Consent Solicitation Statement.
The Issuer has retained The Royal Bank of Scotland plc (the “Solicitation Manager”) to act as the Solicitation Manager and Lucid Issuer Services Limited to act as the Tabulation and Information Agent (the “Tabulation and Information Agent”). Questions or requests for assistance concerning the terms of the Consent Solicitation should be directed to the Solicitation Manager at 135 Bishopsgate, London EC2M 3UR, United Kingdom (Attention: Liability Management Group), or by telehone: Non-U.S. investors: +44 20 7085 8056; U.S. investors: +1 (203) 897-6145. Questions or requests for assistance concerning the procedures of the Consent Solicitation (including, but not limited to, the delivery of Consents) or for additional copies of the Consent Solicitation Statement shoud be directed to the Tabulation and Information Agent at Leroy House, 436 Essex Road, London N1 3QP, United Kingdom (Attention: Sunjeeve Patel / Thomas Choquet), or by telephone: +44 (0) 20 7704 0880, or e-mail: mts@lucid-is.com.
This press release is not a solicitation of consents nor shall it be deemed a solicitation of consents with respect to any securities. The Consent Solicitation will be made solely by way of the Consent Solicitation Statement.
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