OJSC International Bank of Azerbaijan (“IBA”) announced today that the claimants’ meeting in relation to its ongoing restructuring will be held on 18 July 2017.
IBA is also pleased to confirm that, having taken into account feedback received from certain creditors and with the concurrence of the Ministry of Finance of Azerbaijan, modifications to particular aspects of the restructuring plan have been made, including the following:
- The new 2032 notes to be issued by the Republic of Azerbaijan will benefit from an additional amortisation payment and thus will be redeemed in three equal annual installments (rather than two equal annual installments as previously contemplated).
- Claimants will not be limited to select only one allocation option but will be able to request several different allocation options by submitting a separate form of proxy or voting instruction in respect of each amount in respect of which such claimant wishes to make a separate election.
- The “first come, first served” allocation mechanism has been changed to an 11 business day early bird period. Claimants who submit their votes within this period and indicate that they wish to vote in favour of the proposed restructuring plan will receive their preferred allocation irrespective of any limits on the minimum aggregate size of the new 2029 notes or the new 2032 notes (although the maximum aggregate principal amount of the new IBA notes will continue to be $1 billion).
- The treatment of interest for senior and subordinated liabilities will be modified as follows:
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- Only claimants who cast their votes in favour of the restructuring plan will receive any entitlements in respect of accrued interest;
- Accrued interest will be calculated up to 1 September 2017 (as opposed to 13 July 2017 as previously contemplated) and interest on the new notes to be issued as part of the restructuring will correspondingly accrue from 1 September 2017; and
- As a result of the above change, all interest on senior and subordinated liabilities that falls due before 1 September 2017 will be paid to claimants in cash on the relevant distribution date and all other interest that accrues but does not fall due before 1 September 2017 will be capitalised and form part of the principal of the relevant claims for the purposes of calculating the amount of new notes to which the relevant claimant will be entitled.
The information memorandum, which has been published by ABB today and is available for download (subject to certain restrictions and certifications) at https://sites.dfkingltd.com/iba, contains detailed information about the proposed restructuring, including the detailed terms of the restructuring plan and details of the voting procedure.
Important Notice
This announcement does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction.
This announcement does not constitute an offer to sell or a solicitation of an offer to buy any securities to any person in the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. Neither ABB nor the Republic of Azerbaijan has registered or intends to register any of their securities under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or under the applicable securities laws of Australia, Canada or Japan and no such securities may be offered or sold in the United States, Australia, Canada or Japan absent registration or an exemption from registration requirements under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. Neither ABB nor the Republic of Azerbaijan intends to conduct a public offering of any securities in the United States, Australia, Canada or Japan.
This announcement is only addressed to and directed at persons in member states of the European Economic Area (“EEA”) who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC as amended, including by Directive 2010/73/EC) (“Qualified Investors”). In addition, in the United Kingdom, this announcement is addressed to and directed only at, Qualified Investors who (i) are persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) are persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) are other persons to whom this announcement may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons").
This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the EEA other than the United Kingdom, by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates is available only to relevant persons in the United Kingdom and Qualified Investors in any member state of the EEA other than the United Kingdom, and will be engaged in only with such persons.
