Bulgarian Telecommunications Company EAD Announces Consent Payment for Consents Received in its Consent Solicitation
September 9, 2016 - Bulgarian Telecommunications Company EAD (the "Issuer") announced on September 1, 2016 that the acquisition ("Acquisition") by Viva Telecom (Luxembourg) S.A. of 100% of the shares of InterV Investment S.à r.l., a parent company of the Issuer, had completed. As the closing of the Acquisition could result in a change of control as described in the indenture dated as of November 22, 2013 (the "Indenture") governing its 6⅝% Senior Secured Notes due 2018 (the "Notes"), the Issuer solicited the consent of the holders of the Notes (the "Consent Solicitation") to a one-time waiver (the "Change of Control Waiver") of the applicability of the change of control provisions in the Indenture, which could result from the Acquisition. The Consent Solicitation was launched on May 25, 2016, and the Change of Control Waiver became effective when the Issuer received the requisite consents from 87.43% of the holders of the Notes as of 5.00pm, London time, on June 13, 2016.
On September 7, 2016, upon the terms and conditions set forth in the consent solicitation statement dated May 25, 2016, the Issuer made a cash payment of €2.50 for each €1,000 principal amount of Notes held by each holder of the Notes who validly delivered, and did not revoke, a duly executed consent prior to 5:00 p.m., London time, on June 13, 2016, in consideration for the consents received for the Change of Control Waiver.
In connection with soliciting the consent of the holders of the Notes to the Change of Control Waiver, the Issuer also solicited the consent of the holders of the Notes as part of the Consent Solicitation, to certain amendments to the Indenture (the "Amendments"). The Amendments entered into effect upon the execution of the first supplemental indenture (the "First Supplemental Indenture") on June 10, 2016, were subject to certain conditions precedent, including that there are no laws, regulation, injunctions or actions or other proceedings, pending or threatened, which in the case of any action or proceeding if adversely determined would make unlawful or invalid or enjoin the implementation of the First Supplemental Indenture (the "Litigation CP").
On July 4, 2016, Empreno Ventures Limited commenced legal proceedings in Bulgaria, challenging the validity of the First Supplemental Indenture. On July 6, 2016, the Bulgarian court dismissed the case at first instance, and an appeal is currently pending. On August 26, 2016, LIC Telecommunications S.à r.l. also commenced similar legal proceedings in Luxembourg that, among other things, challenge the validity of the First Supplemental Indenture. The Issuer considers the legal proceedings in both Bulgaria and Luxembourg as being unmeritorious and devoid of any proper legal basis, and therefore waived the Litigation CP on September 7, 2016.
The Issuer confirms that the First Supplemental Indenture became operative on September 7, 2016, when all the conditions precedent in the First Supplemental Indenture were either satisfied or waived by the Issuer.
This announcement is for information purposes only and is neither an offer to sell nor a solicitation of an offer to buy any securities. The consent solicitation was made solely by the consent solicitation statement and was subject to the terms and conditions stated therein.
For further information, please contact:
BTC Investor Relations
+359 2 949 43 31
This announcement has been issued through the Companies Announcement Service of
the Irish Stock Exchange.
This information is provided by RNS