Investor News

September 17, 2020

Borets Finance DAC Offer and Consent Solicitation Tender Results

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT OR THE TENDER OFFER AND CONSENT SOLICITATION MEMORANDUM.

 

17 September 2020

On 3 September 2020, Borets Finance DAC (the “Offeror“) made (a) an invitation to each holder (a “Noteholder“) of its outstanding U.S.$330,000,000 6.5% Guaranteed Notes due 2022 (the “Notes“) (Reg S ISIN: XS1596115409; Reg S Common Code: 159611540; 144A ISIN: US09973BAA70; 144A Common Code: 159611655; CUSIP: 09973B AA7) to tender any or all of their Notes for purchase by the Offeror for cash (the “Offer“) and concurrently (b) a solicitation (the “Consent Solicitation“) to consider and, if thought fit, consent to certain amendments (the “Amendments“) to the Trust Deed governing the Notes (the “Trust Deed“), that would permit the Offeror to remove substantially all of the covenants in the terms and conditions of the Notes under the Trust Deed and align the events of default in such terms and conditions with the events of default in the terms and conditions of the New Notes.

Capitalised terms used in this announcement but not defined herein have the meanings given to them in the Tender Offer and Consent Solicitation Memorandum dated 3 September 2020 in relation to the Offer and Consent Solicitation (the “Tender Offer and Consent Solicitation Memorandum“).

The Offeror hereby informs the Noteholders as follows:

  1. at or prior to the Early Tender Deadline, Tender Instructions in respect of US$173,584,000 in the aggregate principal amount of Notes were received by the Information and Tender Agent (the “Early Tenders”);
  2. after the Early Tender Deadline but at or prior to 5 p.m. New York time on 14 September 2020 (the “Relevant Time”), Tender Instructions in respect of further US$650,000 in the aggregate principal amount of Notes were received by the Information and Tender Agent (the “First Late Tenders”);
  3. after the Relevant Time but at or prior to the Expiration Deadline, Tender Instructions in respect of US$200,000 in the aggregate principal amount of Notes were received by the Information and Tender Agent (the “Remaining Late Tenders”);
  4. the Offeror currently expects the Financing Condition to be satisfied on 17 September 2020 (the “New Notes Settlement Date”); and
  5. subject to the satisfaction of the Financing Condition, the Offeror hereby accepts for purchase the Early Tenders of the Notes in the aggregate principal amount specified in paragraph (1) above, the First Late Tenders of the Notes in the aggregate principal amount specified in paragraph (2) above and the Remaining Late Tenders of the Notes in the aggregate principal amount specified in paragraph (3) above.

Subject to the satisfaction of the Financing Condition (as determined by the Offeror in its sole and absolute discretion):

  1. the Offeror will purchase the Notes subject to the Early Tenders and the First Late Tenders on the New Notes Settlement Date; the Accrued Interest Amount in respect of such Notes will be paid from (and including) the immediately preceding interest payment date in respect of such Notes, to (but excluding) the New Notes Settlement Date, calculated in accordance with the Terms and Conditions (but as if references therein to the next interest payment date were to the New Notes Settlement Date); and
  2. the Offeror will purchase the Notes subject to the Remaining Late Tenders on 18 September 2020 (the “Tender Settlement Date”); the Accrued Interest Amount in respect of such Notes will be paid from (and including) the immediately preceding interest payment date in respect of the Notes, to (but excluding) the Tender Settlement Date, calculated in accordance with the Terms and Conditions (but as if references therein to the next interest payment date were to the Tender Settlement Date).

DISCLAIMER

General

This announcement is for informational purposes only. The Offer is only being made, and the Consents are only being solicited pursuant to the Tender Offer and Consent Solicitation Memorandum and only in such jurisdictions as is permitted under applicable law. None of this announcement, the Tender Offer and Consent Solicitation Memorandum nor any other documents or materials relating to the Offer or the Consent Solicitation constitutes an offer to purchase or the solicitation of an offer to tender or sell Notes to or from any person located or resident in any jurisdiction where such offer or solicitation is unlawful.

United States of America

Nothing in this announcement constitutes an offer of securities in the United States of America. The securities referred to in this announcement have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

United Kingdom

The communication of this announcement and any other documents or materials relating to the Offer and the Consent Solicitation are not being reviewed and such documents and/or materials have not been approved by an authorised person for the purposes of Section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”)) or persons who are within Article 43 of the Financial Promotion Order, including existing members and creditors of the Offeror, or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

Russia

The Offer is not being made, directly or indirectly, to the public in the Russian Federation. Neither this announcement, nor information contained therein nor any other document or materials relating to the Offer or the Consent Solicitation is an offer, or an invitation to make offers, to sell, exchange or otherwise transfer securities in the Russian Federation to or for the benefit of any Russian person or entity and does not constitute an advertisement or offering of securities in the Russian Federation within the meaning of Russian securities laws. Neither this announcement, nor any other documents or materials relating to the Offer or the Consent Solicitation have been or shall be distributed to the public in the Russian Federation. Information contained in this announcement is not intended for any persons in the Russian Federation who are not “qualified investors” within the meaning of Article 51.2 of the Federal Law No. 39-FZ “On the Securities Market” dated 22 April 1996, as amended (the “Russian QIs”) and must not be distributed or circulated into Russia or made available in Russia to any persons who are not Russian QIs, unless and to the extent they are otherwise permitted to access such information under Russian law. Information contained herein may not correspond to the risk profile of a particular investor, does not take in account one’s personal preferences and expectations on risk and/or profitability and does not constitute an individual investment recommendation for the purposes of Russian law.

Ireland

This announcement will only be distributed in Ireland in conformity with the provisions of the Companies Act 2014 (as amended), the Central Bank Acts 1942 – 2015 (as amended) and the European Communities 9 (Markets in Financial Instruments) Regulations 2007 (Nos. 1 to 3), including, without limitation, Regulations 7 and 152 thereof or any applicable provisions of Irish law.

Dubai International Financial Centre

The communication of this announcement and any other documents or materials relating to the Offer and the Consent Solicitation are not being reviewed and such documents and/or materials have not been approved by an Authorised Firm (being an entity licensed by the Dubai Financial Services Authority (“DFSA”)) or by the DFSA. Accordingly, such documents and/or materials are only intended for Professional Clients who are not natural persons and this is not being distributed to, and must not be passed on to, anyone other than the intended recipient of this announcement. The communication of such documents and/or materials as a financial promotion is only being made as an Exempt Financial Promotion in accordance with the DFSA Rulebook.

September 17, 2020

Borets Finance DAC Offer and Consent Solicitation: Amendments Effectiveness Announcement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT OR THE TENDER OFFER AND CONSENT SOLICITATION MEMORANDUM.

 

17 September 2020

On 3 September 2020, Borets Finance DAC (the “Offeror“) made (a) an invitation to each holder (a “Noteholder“) of its outstanding U.S.$330,000,000 6.5% Guaranteed Notes due 2022 (the “Notes“) (Reg S ISIN: XS1596115409; Reg S Common Code: 159611540; 144A ISIN: US09973BAA70; 144A Common Code: 159611655; CUSIP: 09973B AA7) to tender any or all of their Notes for purchase by the Offeror for cash (the “Offer“) and concurrently (b) a solicitation (the “Consent Solicitation“) to consider and, if thought fit, consent to certain amendments (the “Amendments“) to the Trust Deed governing the Notes (the “Trust Deed“), that would permit the Offeror to remove substantially all of the covenants in the terms and conditions of the Notes under the Trust Deed and align the events of default in such terms and conditions with the events of default in the terms and conditions of the New Notes.

Capitalised terms used in this announcement but not defined herein have the meanings given to them in the Tender Offer and Consent Solicitation Memorandum dated 3 September 2020 in relation to the Offer and Consent Solicitation (the “Tender Offer and Consent Solicitation Memorandum“).

On 10 September 2020, the Offeror informed the Noteholders that, at or prior to 3:30 p.m. London time on 9 September 2020, Noteholders holding U.S.$184,136,000 in the aggregate principal amount of Notes (which represents 55.80% of the aggregate principal amount of Notes outstanding) provided their Consents (either by tendering their Notes in the Offer or delivering separate Consent Instructions) to the Amendments. Therefore, the Requisite Majority was obtained and 3:30 p.m. London time on 9 September 2020 was the Effective Time.

The Offeror hereby informs the Noteholders that today, on 17 September 2020: (i) to implement the Amendments, the Offeror and Citibank, N.A., London Branch, in its capacity as the Trustee under the Trust Deed, have entered into the Supplemental Trust Deed amending the Trust Deed accordingly; and (ii) the Amendments have therefore come into effect.

DISCLAIMER

General

This announcement is for informational purposes only. The Offer is only being made, and the Consents are only being solicited pursuant to the Tender Offer and Consent Solicitation Memorandum and only in such jurisdictions as is permitted under applicable law. None of this announcement, the Tender Offer and Consent Solicitation Memorandum nor any other documents or materials relating to the Offer or the Consent Solicitation constitutes an offer to purchase or the solicitation of an offer to tender or sell Notes to or from any person located or resident in any jurisdiction where such offer or solicitation is unlawful.

United States of America

Nothing in this announcement constitutes an offer of securities in the United States of America. The securities referred to in this announcement have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

United Kingdom

The communication of this announcement and any other documents or materials relating to the Offer and the Consent Solicitation are not being reviewed and such documents and/or materials have not been approved by an authorised person for the purposes of Section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”)) or persons who are within Article 43 of the Financial Promotion Order, including existing members and creditors of the Offeror, or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

Russia

The Offer is not being made, directly or indirectly, to the public in the Russian Federation. Neither this announcement, nor information contained therein nor any other document or materials relating to the Offer or the Consent Solicitation is an offer, or an invitation to make offers, to sell, exchange or otherwise transfer securities in the Russian Federation to or for the benefit of any Russian person or entity and does not constitute an advertisement or offering of securities in the Russian Federation within the meaning of Russian securities laws. Neither this announcement, nor any other documents or materials relating to the Offer or the Consent Solicitation have been or shall be distributed to the public in the Russian Federation. Information contained in this announcement is not intended for any persons in the Russian Federation who are not “qualified investors” within the meaning of Article 51.2 of the Federal Law No. 39-FZ “On the Securities Market” dated 22 April 1996, as amended (the “Russian QIs”) and must not be distributed or circulated into Russia or made available in Russia to any persons who are not Russian QIs, unless and to the extent they are otherwise permitted to access such information under Russian law. Information contained herein may not correspond to the risk profile of a particular investor, does not take in account one’s personal preferences and expectations on risk and/or profitability and does not constitute an individual investment recommendation for the purposes of Russian law.

Ireland

This announcement will only be distributed in Ireland in conformity with the provisions of the Companies Act 2014 (as amended), the Central Bank Acts 1942 – 2015 (as amended) and the European Communities 9 (Markets in Financial Instruments) Regulations 2007 (Nos. 1 to 3), including, without limitation, Regulations 7 and 152 thereof or any applicable provisions of Irish law.

Dubai International Financial Centre

The communication of this announcement and any other documents or materials relating to the Offer and the Consent Solicitation are not being reviewed and such documents and/or materials have not been approved by an Authorised Firm (being an entity licensed by the Dubai Financial Services Authority (“DFSA”)) or by the DFSA. Accordingly, such documents and/or materials are only intended for Professional Clients who are not natural persons and this is not being distributed to, and must not be passed on to, anyone other than the intended recipient of this announcement. The communication of such documents and/or materials as a financial promotion is only being made as an Exempt Financial Promotion in accordance with the DFSA Rulebook.

September 3, 2020

Proposed Offering of US Denominated Fixed Rate 6-Year Guaranteed Notes

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

 

3 September 2020

Borets Finance DAC (“Issuer“) today announces an offering (the “Offering“) of US$ denominated fixed rate guaranteed notes (the “Notes“) to be fully, unconditionally and irrevocably guaranteed on a joint and several basis by the Company, Borets International Limited (as the “Parent“); OOO Proizvodstvennaya Kompaniya Borets; OOO Lemaz; OOO Lysvaneftemash; OOO Oskolneftemash and Borets U.S., Inc. (together with the Parent, the “Guarantors“).

The completion of the Offering will be subject to market and other conditions. The proceeds of the Offering will be used (i) to redeem the US$330,000,000 6.5% Guaranteed Notes due 2022 issued by the Issuer (the “2022 Notes“), tendered and accepted for purchase in accordance with the terms and conditions of the tender offer for all outstanding 2022 Notes to be launched by the Issuer on or about the date hereof; (ii) to prepay certain outstanding bank facilities; (iii) for future repayments or prepayments of debt obligations and general corporate purposes (which may include (a) redemption of the remaining 2022 Notes and (b) repayment of certain outstanding bank facilities, in each case, at maturity); and (iv) to pay the fees and expenses in connection with the foregoing.

IMPORTANT NOTICE

Nothing in this announcement constitutes an offer of any securities in the United States of America. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (“Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

This announcement is not being reviewed or approved by an authorised person for the purposes of Section 21 of the Financial Services and Markets Act 2000. Accordingly, it is not being distributed to, and must not be passed on to, the general public in the United Kingdom. This announcement is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”)) or persons who are within Article 43 of the Financial Promotion Order, including existing members and creditors of the Issuer, or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

This announcement is not an offer, or an invitation to make offers, to sell, exchange or otherwise transfer any securities in the Russian Federation to or for the benefit of any Russian person or entity and does not constitute an advertisement or offering of securities in the Russian Federation within the meaning of Russian securities laws. This announcement has not been, nor shall be distributed to the public in the Russian Federation. Information contained in this announcement is not intended for any persons in the Russian Federation who are not “qualified investors” within the meaning of Article 51.2 of the Federal Law No. 39-FZ “On the Securities Market” dated 22 April 1996, as amended (the “Russian QIs”) and must not be distributed or circulated into Russia or made available in Russia to any persons who are not Russian QIs, unless and to the extent they are otherwise permitted to access such information under Russian law.

This announcement will only be distributed in Ireland in conformity with the provisions of the Companies Act 2014 (as amended), the Central Bank Acts 1942 – 2015 (as amended) and the European Communities 9 (Markets in Financial Instruments) Regulations 2007 (Nos. 1 to 3), including, without limitation, Regulations 7 and 152 thereof or any applicable provisions of Irish law.

September 3, 2020

Borets Finance DAC announces Offer and Consent Solicitation for its US$330,000,000 6.5% Guaranteed Notes due 2022 (3 September 2020)

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

 

3 September 2020

3 September 2020. Borets Finance DAC announces Offer and Consent Solicitation for its US$330,000,000 6.5% Guaranteed Notes due 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT OR THE TENDER OFFER AND CONSENT SOLICITATION MEMORANDUM.

Borets Finance DAC (the “Offeror“) today announces (a) an invitation to each holder (a “Noteholder“) of its outstanding U.S.$330,000,000 6.5% Guaranteed Notes due 2022 (the “Notes“) to tender any or all of their Notes for purchase by the Offeror for cash (the “Offer“) and concurrently (b) a solicitation (the “Consent Solicitation“) to consider and, if thought fit, consent to certain amendments (the “Amendments“) to the Trust Deed, that will permit the Offeror to remove substantially all of the covenants in the terms and conditions of the Notes under the Trust Deed and will align the events of default in such terms and conditions with the events of default in the terms and conditions of the New Notes (as defined below).

The Offer and the Consent Solicitation are made on the terms and subject to the conditions set forth in the Tender Offer and Consent Solicitation Memorandum dated 3 September 2020 (the “Tender Offer and Consent Solicitation Memorandum“). The Offer and the Consent Solicitation begin on the date of the Tender Offer and Consent Solicitation Memorandum. The Early Tender Deadline and the Consent Deadline (each, as defined below) for the Offer and the Consent Solicitation, respectively, is 5:00 p.m. (New York time) on 9 September 2020 (as may be extended). The Offer will expire at 5:00 p.m. (New York time) on 16 September 2020, unless extended, re-opened, amended and/or terminated, subject to applicable law, the provisions of the Trust Deed and as provided in the Tender Offer and Consent Solicitation Memorandum (such time and date, as the same may be extended, the “Expiration Deadline”).

Noteholders must validly tender their Notes at or prior to the Early Tender Deadline to be eligible to receive the Early Tender Premium (as set forth below), together with the Purchase Price (as set forth below), plus the Accrued Interest Amount in respect of the Notes validly tendered. Noteholders tendering their Notes after the Early Tender Deadline but at or prior to the Expiration Deadline will only be eligible to receive the Purchase Price, plus the Accrued Interest Amount in respect of the Notes validly tendered.

A Noteholder that delivers the Notes, or arranges to have delivered the Notes on its behalf on or prior to the Consent Deadline, shall be deemed to have provided its Consent in respect of such Notes. Accordingly, no separate Consent Instruction will be required or permitted from such Noteholder to participate in the Consent Solicitation. A Noteholder that wishes to vote in the Consent Solicitation, but does not wish to tender its Notes must deliver, or arrange to be delivered on its behalf on or prior to the Consent Deadline, a Consent Instruction which is accepted in respect of its Notes. No consent fee shall be payable in respect of such Consents or Consent Instructions.

The acceptance for purchase by the Offeror of the Notes validly tendered in the Offer (including the payment of any Total Consideration (as defined below) is conditional on the receipt of the Requisite Majority (as defined below) and on the closing of the New Notes Offering (as defined below), which in turn is subject to market and other conditions, including, but not limited to, the Financing Condition (as defined below) and General Conditions (as stated in the “Terms of the Offer and the Consent Solicitation – General Conditions” of the Tender Offer and Consent Solicitation Memorandum). The Amendments will come into effect no later than immediately prior to the settlement of the New Notes Offering on the New Notes Settlement Date (as defined below).

THE OFFEROR ANTICIPATES THAT, PROMPTLY AFTER RECEIPT OF THE REQUISITE MAJORITY AT OR PRIOR TO THE CONSENT DEADLINE (THE TIME OF SUCH RECEIPT, THE “EFFECTIVE TIME”), IT WILL GIVE NOTICE TO NOTEHOLDERS THAT THE REQUISITE MAJORITY HAS BEEN ACHIEVED. NOTEHOLDERS SHOULD NOTE THAT THE EFFECTIVE TIME MAY FALL PRIOR TO THE CONSENT DEADLINE; HOWEVER, HOLDERS MAY DELIVER THEIR CONSENT INSTRUCTIONS UP TO THE CONSENT DEADLINE.

SUBJECT TO THE TERMS AND CONDITIONS IN THE TENDER OFFER AND CONSENT SOLICITATION MEMORANDUM, PRIOR TO THE NEW NOTES SETTLEMENT DATE, THE TRUSTEE WILL EXECUTE THE SUPPLEMENTAL TRUST DEED AND THE AMENDMENTS WILL BECOME EFFECTIVE. THE OFFEROR WILL GIVE NOTICE TO NOTEHOLDERS THAT THE AMENDMENTS CONTAINED IN THE SUPPLEMENTAL TRUST DEED HAVE BECOME EFFECTIVE.

Neither the Trustee, nor any of its directors, officers, employees or affiliates expresses any opinion on the merits of, or makes any representation or recommendation whatsoever regarding, the Consent Solicitation or makes any recommendation whether Noteholders should give their Consent to the Amendments. The Trustee has not reviewed or approved, nor will it be reviewing or approving, any documents relating to the Consent Solicitation (including this announcement) except those to which it is a party. Neither the Trustee, nor any of its directors, officers, employees or affiliates has verified, or assumes any responsibility for the accuracy or completeness of, any of the information concerning the Consent Solicitation, or the factual statements contained in, or the effect or effectiveness of, this announcement or any other documents referred to in this announcement or assumes any responsibility for any failure by the Offeror or the Guarantors to disclose events that may have occurred and may affect the significance or accuracy of such information or the terms of any amendment (if any) to the Consent Solicitation. The Trustee has, however, authorised it to be stated that, on the basis of the information contained in this announcement and the Tender Offer and Consent Solicitation Memorandum, it has no objection to the Amendments being put to Noteholders for their consideration.

Copies of the Tender Offer and Consent Solicitation Memorandum are available from the Information and Tender Agent as set out below. Capitalised terms used in this announcement but not defined herein have the meanings given to them in the Tender Offer and Consent Solicitation Memorandum.

The following table sets forth details of the Offer:

Title of Security Common Code/CUSIP ISIN Aggregate Principal Amount Outstanding Amount Subject To The Offer Purchase Price per $1,000 Early Tender Premium per $1,000 Total amount (EarlyTender Premium and Purchase Price) per $1,000(1)
U.S.$330,000,000 6.5% Guaranteed Notes due 2022 159611540 (Reg S Common code) 159611655 (Rule 144A Common code) 09973B AA7 (CUSIP) XS1596115409 (Reg S) US09973BAA70 (Rule 144A) U.S.$ 330,000,000 Any and all U.S. $1,005 U.S. $30 U.S. $1,035

 

(1)Total amounts payable for the Notes validly tendered at or prior to the Early Tender Deadline (as defined below). Excludes any applicable Accrued Interest Amounts.

Rationale for the Offer and the Consent Solicitation

The rationale for undertaking the Offer and the Consent Solicitation, which should be considered in conjunction with the New Notes Offering, is to (a) provide funding for the Issuer to refinance the Notes; and (b) offer holders of the Notes the opportunity to extend their investment in a Borets Group debt instrument until the maturity of the New Notes.

Requisite Majority

To become effective, the Amendments require the Requisite Majority to be achieved by the Consent Deadline, i.e., that at or prior to the Consent Deadline, Consents have been received from at least a majority in aggregate principal amount of the then outstanding Notes.

Conditions to the Offer and the Consent Solicitation

General

The Offeror is not under any obligation to accept any tender of Notes for purchase pursuant to the Offer or any Consent. Tenders of Notes for purchase or Consents may be rejected in the sole and absolute discretion of the Offeror for any reason or no reason, and the Offeror is under no obligation to Noteholders to furnish any reason or justification for refusing to accept any of them. For example, tenders of Notes for purchase and Consents may be rejected if the Offer and/or the Consent Solicitation is terminated (including if the Requisite Majority is not received or the Financing Condition (as defined below) fails), subject to applicable law and the provisions of the Trust Deed, or if the Offeror determines that a Tender Instruction or a Consent Instruction is not timely received or duly completed, or if the Offer or Consent Solicitation does not comply with the relevant requirements of a particular jurisdiction or for any other reason.

The Offeror may, in its sole and absolute discretion, terminate the Offer and/or Consent Solicitation or extend, amend or re-open the Offer and/or Consent Solicitation, in each case, subject to applicable law and the provisions of the Trust Deed.

The Financing Condition and the Requisite Majority

As soon as reasonably practicable after the Consent Results Announcement (as defined below) and provided that the Requisite Majority has been obtained by the Consent Deadline, and subject to market and other conditions, the Offeror expects to announce an offering of its new 6-year fixed coupon, senior unsecured notes (the “New Notes“, and such offering, the “New Notes Offering“). Any completion of the New Notes Offering will be subject to the implementation of the proposed Amendments.

The Offer will be funded with the proceeds of the New Notes Offering to be received by the Offeror at or prior to the New Notes Settlement Date in an amount sufficient to repurchase the Notes validly tendered and accepted pursuant to the terms of the Offer and on terms satisfactory to the Offeror, in each case, in its sole and absolute discretion (the “Financing Condition”). Accordingly, the Offer is subject, in all respects, to the satisfaction of the Financing Condition.

In addition, the acceptance for purchase by the Offeror of the Notes validly tendered in the Offer and the payment of any Total Consideration are conditional on the receipt of the Requisite Majority. The Amendments will come into effect no later than the settlement of the New Notes Offering.

In case the Requisite Majority is not received or the Financing Condition fails, the Offer and the Consent Solicitation will be terminated and all Tender Instructions and all Consent Instructions will be automatically deemed to be withdrawn.

Participation in the Offer and the Consent Solicitation

To tender Notes for purchase pursuant to the Offer and/or to participate in the Consent Solicitation, a Noteholder should deliver, or arrange to have delivered on its behalf, via the relevant Clearing System and in accordance with the requirements of such Clearing System, a valid Tender Instruction or a valid Consent Instruction, as applicable, that is received by the Information and Tender Agent or the Tabulation Agent, respectively, by no later than the Early Tender Deadline, Consent Deadline or the Expiration Deadline, as applicable.

Any Noteholder that delivers, or arranges to have delivered on its behalf, a valid Tender Instruction by the Consent Deadline which is accepted in respect of its Notes shall be deemed to have provided its Consent in respect of such Notes and, accordingly, no separate Consent Instruction will be required or permitted from such Noteholder to participate in the Consent Solicitation. A Noteholder that delivers, or arranges to have delivered on its behalf, a valid Tender Instruction after the Consent Deadline but by the Expiration Deadline which is accepted in respect of its Notes shall not be deemed to have provided its Consent in respect of such Notes.

Any Noteholder who holds Notes through DTC must arrange for a Direct Participant in DTC to electronically transmit the Noteholder’s tender or Consent through DTC’s ATOP, for which the transaction will be eligible. Accordingly, a DTC participant whose name appears on the security position listing as the holder of the Notes must electronically transmit its submission of an offer or Consent by causing DTC to irrevocably transfer Notes in the participant’s account to the Information and Tender Agent’s account at DTC in accordance with ATOP procedures for such a transfer. DTC will then send an agent’s message (as defined in the Tender Offer and Consent Solicitation Memorandum) to the Information and Tender Agent.

An agent’s message must be transmitted by DTC and received by the Information and Tender Agent at or prior to the Early Tender Deadline or the Expiration Deadline, as applicable, in order to validly tender Notes pursuant to an Offer and at or prior to the Consent Deadline to Consent.

The Offeror has not provided guaranteed delivery procedures in conjunction with the Offer or under the Tender Offer and Consent Solicitation Memorandum, this announcement or other offer materials provided therewith. Noteholders who intend to tender their Notes on the Early Tender Deadline or the Expiration Deadline should allow sufficient time for completion of the ATOP procedures during the normal business hours of DTC on such dates.

All tenders and Consents through DTC must be submitted through DTC’s ATOP system in accordance with the deadlines and procedures established by DTC and an agent’s message with respect to any tender or Consent must be received by the Information and Tender Agent at or prior to the Early Tender Deadline, Consent Deadline or the Expiration Deadline, as applicable. There are no letters of transmittal for the Offers. Noteholders who hold Notes through DTC must tender Notes or Consent through DTC’s ATOP procedures.

For the avoidance of doubt, a Noteholder may deliver a Consent Instruction without tendering Notes pursuant to the Offer.

The Offeror will accept tenders of Notes for purchase only in minimum denominations of US$200,000 and integral multiples of US$1,000 in excess thereof. No alternative, conditional or contingent tenders will be accepted.

General

Until the Offeror announces whether it has decided to accept for purchase Notes validly tendered pursuant to the Offer or to accept Consents validly delivered pursuant to the Consent Solicitation, no assurance can be given that the Offer and/or the Consent Solicitation will be completed. Completion of the Offer and/or the Consent Solicitation depends upon the satisfaction of certain conditions, including receipt of the Requisite Majority and the Financing Condition. In addition, subject to applicable law, the provisions of the Trust Deed and as provided in the Tender Offer and Consent Solicitation Memorandum, the Offeror may, in its sole and absolute discretion, extend, re-open, amend and/or terminate, or waive any of the conditions of, the Offer and/or the Consent Solicitation at any time.

Noteholders are advised to check with any banksecurities broker or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate inor (subject to applicable law and the provisions of the Trust Deed in the limited circumstances in which revocation is permitted) revoke its instruction to participate inthe Offer or the Consent Solicitation by the deadlines specified in the Tender Offer and Consent Solicitation Memorandum. The deadlines set by any such intermediary and each Clearing System for the delivery and withdrawal of Tender Instructions and Consent Instructions will be earlier than the relevant deadlines specified in the Tender Offer and Consent Solicitation Memorandum.

For further information on the Offer and the Consent Solicitation and terms and conditions on which the Offer and/or the Consent Solicitation are made, Noteholders should refer to the Tender Offer and Consent Solicitation Memorandum. Questions and requests for assistance in connection with the (a) Offer and/or the Consent Solicitation may be directed to the Dealer Managers; and (b) delivery of Tender Instructions or Consent Instructions may be directed to the Information and Tender Agent or the Tabulation Agent, as applicable, the contact details for all of which are below.

Indicative Timetable

The following table sets out the expected dates and times of the key events relating to the Offer and the Consent Solicitation. The times and dates below are indicative only and are subject to change, including as a result of market conditions.

 

Event Time and Date
Commencement of the Offer and the Consent Solicitation
The Offer and the Consent Solicitation are announced.
The Tender Offer and Consent Solicitation Memorandum becomes available from the Information and Tender Agent.
3 September 2020
Effective Time
The Offer anticipates that, promptly after the receipt of the Requisite Majority at or prior to the Consent Deadline, it will give notice by way of an officer’s certificate to the Trustee that the Requisite Majority has been achieved.
The time at which the Requisite Majority has been obtained (which, for the avoidance of doubt, may be at or prior to the Consent Deadline).
Consent Results Announcement
Announcement that the Requisite Majority to implement the Amendments has been obtained.
As soon as reasonably practicable after the Effective Time.
Early Tender Deadline
The last date and time for Noteholders to tender the Notes in order to be eligible to receive the Early Tender Premium.
9 September 2020 (5:00 p.m. (New York time))
Consent Deadline
The final deadline for the Noteholders to (i) tender their Notes to be deemed to have provided their Consent and (ii) submit their Consent Instruction without tendering any Notes.
The Consent Solicitation will be terminated on the Consent Deadline. However, if the Requisite Majority has not been achieved at or prior to the Consent Deadline, as soon as reasonably practicable after such Consent Deadline, the Offeror will announce whether it will terminate, extend or re-open the Offer and/or Consent Solicitation (in each case, subject to applicable law and the provisions of the Trust Deed).
Early Tender Results Announcement
Announcement as to (i) the aggregate principal amount of Notes in respect of which a Tender Instruction has been received by the Information and Tender Agent at or prior to the Early Tender Deadline; (ii) whether the Financing Condition would be expected to be satisfied on the New Notes Settlement Date and (iii) subject to the satisfaction of the Financing Condition, (a) whether the Offeror accepts valid tenders of Notes tendered at or prior to the Early Tender Deadline and (b) the aggregate principal amount of such Notes accepted for purchase on the Tender Settlement Date.
As soon as reasonably practicable after the Early Tender Deadline.
New Notes Pricing
The Offeror and the bookrunners of the New Notes Offering will set the price for the New Notes.
10 September 2020 or earlier, subject to market and other conditions and provided that the Effective Time has occurred.
Amendments Effectiveness Announcement
Announcement that the Amendments have come into effect.
As soon as reasonably practicable after the Supplemental Trust Deed has been executed Immediately prior to the New Notes settlement on the New Notes Settlement Date.
Expiration Deadline
The final deadline for receipt by the Information and Tender Agent of valid Tender Instructions.
16 September 2020 (5:00 p.m. (New York time))
Tender Results Announcement
Announcement as to (i) the aggregate principal amount of Notes in respect of which a Tender Instruction has been received by the Information and Tender Agent after the Early Tender Deadline, but at or prior to the Expiration Deadline; (ii) whether the Financing Condition is expected to be satisfied on the New Notes Settlement Date and (iii) subject to the satisfaction of the Financing Condition, (a) whether the Offeror accepts valid tenders of Notes tendered after the Early Tender Deadline, but at or prior to the Expiration Deadline and (b) the aggregate principal amount of such Notes accepted for purchase on the Tender Settlement Date. The Tender Results Announcement will also specify the expected Tender Settlement Date.
As soon as reasonably practicable after the Expiration Deadline.
New Notes Settlement Date
Expected settlement date for the New Notes Offering.
On or about 17 September 2020.
Tender Settlement Date
Expected settlement date for the purchase of Notes validly tendered at or prior to the Expiration Deadline, and payment of any Total Consideration thereon.
On or about 18 September 2020

 

Unless stated otherwise, announcements in connection with the Offer and the Consent Solicitation will be made by publication through the website of Euronext Dublin. Announcements will also be made by (i) the delivery of notices to the Clearing Systems for communication to Direct Participants and (ii) the issue of a press release to a Notifying News Service. Copies of all such announcements, notices and press releases can also be obtained from the Tabulation Agent, the contact details for which appear on the last page of this announcement. Significant delays may be experienced where notices are delivered to the Clearing Systems and Noteholders are urged to contact the Tabulation Agent for the relevant announcements during the course of the Consent Solicitation.
Questions and requests for assistance in connection with the Offer and the Consent Solicitation may be directed to either Dealer Manager.

Barclays Bank PLC
5 The North Colonnade
Canary Wharf
London E14 4BB
United Kingdom
Tel: +44 (0) 20 3134 8515
Attn: Liability Management Group
Email: eu.lm@barclays.com

Goldman Sachs International
Plumtree Court
25 Shoe Lane
London FC4A 4AU
United Kingdom
Tel: +44 207 552 6157
E-mail: liabilitymanagment.eu@gs.com
Attention: Liability Management Group

JSC “Sberbank CIB”
Vavilova, 19
Moscow 117997
Tel.: +7 495 665 5600
Email: liability_management@sberbank-cib.ru

Sberbank CIB (UK) Limited
85 Fleet Street
London, EC4Y 1AE
United Kingdom
Tel.:  +44 20 7936 0412
Email: DCM_UK@sberbank-cib.ru
Attention: Capital Markets Desk

Questions and requests for assistance in connection with the delivery of Tender Instructions or Consent Instruction may be directed to the Information and Tender Agent or the Tabulation Agent, respectively.

The Information and Tender Agent / Tabulation Agent:
Lucid Issuer Services Limited

Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Tel: +44 (0) 20 7704 0880
Attn: David Shilson / Owen Morris
Email: borets@lucid-is.com
Offer and Consent Solicitation Website: www.lucid-is.com/borets

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer and Consent Solicitation Memorandum. This announcement and the Tender Offer and Consent Solicitation Memorandum contain important information which should be read carefully before any decision is made with respect to the Offer or the Consent Solicitation. If any Noteholder is in any doubt as to the action it should take or is unsure of the impact of its participation in the Consent Solicitation or the acceptance of the Offer, it is recommended to seek its own financial advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Notes pursuant to the Offer and/or participate in the Consent Solicitation.

None of the Offeror, the Guarantors, the Dealer Managers, the Trustee, the Information and Tender Agent, the Tabulation Agent or any director, officer, employee, agent or affiliate of any such person, is acting for any Noteholder, or will be responsible to any Noteholder for providing any protections which would be afforded to its clients or for providing advice in relation to the Offer or the Consent Solicitation, and accordingly none of the Offeror, the Guarantors, the Dealer Managers, the Trustee, the Information and Tender Agent, the Tabulation Agent or their respective directors, officers, employees, affiliates, advisers or agents makes any recommendation as to whether Noteholders should tender Notes in the Offer, subscribe for the New Notes in the New Notes Offering and/or provide Consent, or refrain from taking any action in the Offer and/or the Consent Solicitation with respect to their Notes, and none of them has authorised any person to make such recommendation. The Information and Tender Agent and the Tabulation Agent are agents of the Offeror and owe no duty to any Noteholder.

This announcement is for informational purposes only. The Offer is only being made, and the Consents are only being solicited pursuant to the Tender Offer and Consent Solicitation Memorandum and only in such jurisdictions as is permitted under applicable law. None of this announcement, the Tender Offer and Consent Solicitation Memorandum nor any other documents or materials relating to the Offer or the Consent Solicitation constitutes an offer to purchase or the solicitation of an offer to tender or sell Notes to or from any person located or resident in any jurisdiction where such offer or solicitation is unlawful.

OFFER AND DISTRIBUTION RESTRICTIONS

United States of America

Nothing in this announcement constitutes an offer of securities in the United States of America. The securities referred to in this announcement have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

United Kingdom

The communication of this announcement and any other documents or materials relating to the Offer and the Consent Solicitation are not being reviewed and such documents and/or materials have not been approved by an authorised person for the purposes of Section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order“)) or persons who are within Article 43 of the Financial Promotion Order, including existing members and creditors of the Offeror, or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

Russia

The Offer is not being made, directly or indirectly, to the public in the Russian Federation. Neither this announcement, nor information contained therein nor any other document or materials relating to the Offer or the Consent Solicitation is an offer, or an invitation to make offers, to sell, exchange or otherwise transfer securities in the Russian Federation to or for the benefit of any Russian person or entity and does not constitute an advertisement or offering of securities in the Russian Federation within the meaning of Russian securities laws. Neither this announcement, nor any other documents or materials relating to the Offer or the Consent Solicitation have been or shall be distributed to the public in the Russian Federation. Information contained in this announcement is not intended for any persons in the Russian Federation who are not “qualified investors” within the meaning of Article 51.2 of the Federal Law No. 39-FZ “On the Securities Market” dated 22 April 1996, as amended (the “Russian QIs“) and must not be distributed or circulated into Russia or made available in Russia to any persons who are not Russian QIs, unless and to the extent they are otherwise permitted to access such information under Russian law. Information contained herein may not correspond to the risk profile of a particular investor, does not take in account one’s personal preferences and expectations on risk and/or profitability and does not constitute an individual investment recommendation for the purposes of Russian law.

Ireland

This announcement will only be distributed in Ireland in conformity with the provisions of the Companies Act 2014 (as amended), the Central Bank Acts 1942 – 2015 (as amended) and the European Communities 9 (Markets in Financial Instruments) Regulations 2007 (Nos. 1 to 3), including, without limitation, Regulations 7 and 152 thereof or any applicable provisions of Irish law.

Dubai International Financial Centre

The communication of this announcement and any other documents or materials relating to the Offer and the Consent Solicitation are not being reviewed and such documents and/or materials have not been approved by an Authorised Firm (being an entity licensed by the Dubai Financial Services Authority (“DFSA”)) or by the DFSA. Accordingly, such documents and/or materials are only intended for Professional Clients who are not natural persons and this is not being distributed to, and must not be passed on to, anyone other than the intended recipient of this announcement. The communication of such documents and/or materials as a financial promotion is only being made as an Exempt Financial Promotion in accordance with the DFSA Rulebook.

General

This announcement does not constitute an offer to sell or buy or the solicitation of an offer to sell or buy the Notes, and tenders of Notes for purchase by the Offeror for cash pursuant to the Offer or votes in the Consent Solicitation will not be accepted from Noteholders in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offer and/or the Consent Solicitation, as applicable, to be made by a licensed broker or dealer and the Dealer Manager or any of their affiliates is such a licensed broker or dealer in such jurisdictions, the Offer and/or the Consent Solicitation, as applicable, shall be deemed to be made by the Dealer Manager or such affiliate, as the case may be, on behalf of the Offeror in such jurisdictions.

Each Noteholder participating in the Offer and/or the Consent Solicitation will also be deemed to have given certain representations as set out in the section “Procedures for Participating in the Offer and the Consent Solicitation” of the Tender Offer and Consent Solicitation Memorandum. Any offer of Notes for purchase pursuant to the Offer from, or any Consent Instruction submitted pursuant to the Consent Solicitation, as applicable, by, a Noteholder that is unable to make these representations will not be accepted. Each of the Offeror, the Guarantors, the Dealer Managers, the Trustee, the Information and Tender Agent and the Tabulation Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Offer and/or any Consent Instruction submitted pursuant to the Consent Solicitation, whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and as a result the Offeror determines (for any reason) that such representation is not correct, such tender or Consent Instruction, as applicable, shall not be accepted.

The Dealer Managers and their affiliates have provided and continue to provide certain trading, advisory and investment banking services to the Offeror, Borets International Limited, its shareholders and affiliates for which they have received and will receive compensation that is customary for services of such nature.

None of the Dealer Managers, the Trustee, the Information and Tender Agent, the Tabulation Agent or any of their respective directors, officers, employees, affiliates, or advisers assume any responsibility for the accuracy or completeness of the information concerning the Offer and the Consent Solicitation, the Offeror, any of its affiliates or the Notes or the New Notes referred to in the Tender offer and Consent Solicitation Memorandum or for any failure by the Offeror to disclose events that may have occurred and may affect the significance or accuracy of such information.

The Dealer Managers and each of its affiliates may (subject to the offer restrictions set out in the section “Offer and Distribution Restrictions” of the Tender Offer and Consent Solicitation Memorandum) (i) deliver Tender Instructions and/or Consent Instructions for its own account and/or (ii) deliver Tender Instructions and/or Consent Instructions on behalf of Noteholders.

February 26, 2020

Announcement of IFC Exit

26 February 2020

Borets International Limited (BIL) wishes to announce that in accordance with the exercise of the put option held by the International Finance Corporation (IFC), BIL has completed the buyback of the 129 shares held by the IFC on February 26, 2020. The shares bought back will be held by BIL as treasury shares. BIL has valued the contribution and support of the IFC in the growth and development of BIL into a thriving international business.

December 5, 2019

Announcement of Appointment of New Chief Executive Officer of Borets International Limited

5 December 2019

It is with great pleasure, the Company announces the appointment of Mr. Vlad Kondratiev as the new Chief Executive Officer of the Company. The appointment will take effect from 1 January 2020.

Mr. Kondratiev has had a highly successful career as a senior executive in the Oil and Gas sector in Russia. His professional roles included a number of different positions within Oil and Gas Systems Ltd before joining the Company in 2006 as a specialist project manager. Over the course of his career with the Company, Mr. Kondratiev has been responsible for new product, business and technology development in international regions, and appointed as the Company’s Chief Technology Officer in 2010. Mr. Kondratiev brings extensive local and international experience as well as value understanding of the oilfield services industry from a technical and development perspective.

Mr. Kondratiev studied Mathematics and Mechanics at Moscow State University.

December 5, 2019

Announcement of Resignation of Chief Executive Officer of Borets International Limited

5 December 2019

The Company would like to announce that it has accepted the resignation of Mr. Lev Shtulberg, who wishes to step down as the Chief Executive Officer of the Company with effect from 1 January 2020.

Mr. Shtulberg has agreed to remain on the Board of the Company and continue to serve as a non-executive Director and President of the Company. The Company would like to thank Mr. Shtulberg for his significant contribution during his tenure as CEO and welcomes his continued support of the Company in his new role.

December 5, 2018

Announcement of Resignation of Independent Non-Executive Director of the Board of Directors of Borets International Limited

5 December 2018

The Company would like to announce that it has accepted the resignation of Mr. Varel Freeman, who wishes to retire and has stepped down as an Independent Non-Executive Director of the Company and Chair of the Audit Committee with effect from December 2018. Mr. Freeman has been a member of the Board of Directors of the Company since 2013 and the Company would like to thank Mr. Freeman for his significant contribution to the Company and the Board. Mr. Miller will be taking over as Chair of the Audit Committee.

September 26, 2018

Announcement of Appointment of Independent Non-Executive Director to the Board of Directors of Borets International Limited

26 September 2018

It is with great pleasure, Borets International Limited (the “Company”) announces the appointment of Stacy Palmatary as a new Independent Non-Executive Director on the Board of Directors of the Company. The appointment took effect on September 26, 2018.

Mr. Palmatary has had a highly successful career as a senior executive in the Oil and Gas and Chemical industries. His professional roles included a number of different positions within Occidental Oil and Gas Corporation (“OOGC) and Occidental Chemical Corporation (“OCC”) over his 33 year career including Senior Vice President-Global Supply Chain Management for OOGC from 2007 through 2015 and Vice President-Supply Chain Management for OCC from 2000 through 2006. Mr. Palmatary brings extensive international experience as well as valuable understanding of the Oilfield Services industry from the customer perspective.

Mr. Palmatary studied Mechanical Engineering at the University of Delaware and Business Management at the University of Michigan.

March 21, 2018

Announcement of Appointment and Resignation of the Chief Financial Officer of Borets International Limited

21 March 2018

The Board of Directors and Shareholders are pleased to announce that Leonid Mirzoyan has become Chief Financial Officer of Borets International Limited as of January 2018. Leonid was officially welcomed into the role at the Board Meeting and AGM on 21 March 2018. Leonid will also be responsible for Investor Relations.

Leonid’s 30 year career combines hands on background in oil and gas industry from field operations to corporate governance with vast experience in capital markets and corporate finance. Prior to Borets, he was Chief Corporate Finance Officer and Member of the Management Board with C.A.T. oil AG, an Austrian public oilfield service company and one of the most efficient and fast growing enterprises in Russian OFS space, where he was responsible for the group’s corporate finance, strategic development, planning and IR functions, from 2007 to 2015. Following C.A.T. oil, he has advised European and North American companies on new business development and localization of manufacturing of oil and gas equipment in Russia. From 1997 to 2007, Leonid developed his career in financial services and was Director of Equity Research at Dresdner Bank, Managing Director at Investment Banking with VTB and Senior Oil and Gas Analyst at Deutsche Bank. Prior to that Leonid has held various technical roles in the upstream oil and gas sector as Project Officer with BHP Petroleum in Moscow, Field Engineer at EuroSov Energy in Western Siberia and Geophysicist with Sevmorneftegeophysica in Murmansk. He graduated from Gubkin’s Oil and Gas University in Moscow with Master’s degree in Exploration Geophysics in 1988.

The Board thanks Daniil Shapirovsky for his valuable contribution during his tenure as CFO and the Board is delighted that Daniil will remain with Borets in a new role as Head of International Finance.

December 13, 2017

Announcement of Appointment and Resignation of the Chairman of the Board of Borets International Limited

13 December 2017

The Board of Directors and Shareholders are pleased to announce that Merrill A. Miller, Jr. has agreed to become Chairman of Borets International Limited as of January 2018. Merrill, more commonly addressed as Pete, has had 40 highly successful years in oil services. From 1996-2014, Pete served in various executive roles building National Oilwell Varco [NYSE:NOV], including 13 years as Chairman and CEO. As a result of the outstanding success that he brought to NOV, Pete was awarded the ‘Morningstar CEO of the Year Award’ in 2012. In 2014, Pete became Executive Chairman of the NOV spinoff company, DistributionNOW [NYSE:DNOW] a role from which he retired earlier this year. In May 2015, Pete was appointed Chairman of the Swiss offshore drilling company, Transocean Ltd. [NYSE:RIG]. In addition to Transocean, Pete serves on the Boards of Directors of Chesapeake Energy Corporation, The Offshore Energy Center, The Petroleum Equipment Suppliers Association and Spindletop International. Pete holds a Degree in Applied Science and Engineering from the U.S. Military Academy at West Point and an MBA from Harvard Business School.

The Shareholders thank Christopher Mackenzie for his ten years as Chairman. He leaves the company at the end of a record year having strengthened the Board of Directors with the addition of new Independent Non-executive Directors, improved credit ratings and debt refinanced until 2022. Christopher is assuming the Chairmanship of Tangent Fund Limited, Borets International’s majority shareholder.

The Board of Directors also announces that the European Bank for Reconstruction and Development has put its 5% shareholding in Borets International. The EBRD will be issuing a separate press release which will be posted both on the EBRD’s and Borets International’s websites in due course.

April 5, 2017

Borets Finance DAC’s Offer and Consent Solicitation: Post-Pricing Tender Results Announcement

5 April 2017

On 13 March 2017, Borets Finance DAC (the “Offeror“) made (a) an invitation to each holder (a “Noteholder“) of its outstanding US$420,000,000 7.625% Guaranteed Notes Due 2018 (the “Notes“) to tender any or all of their Notes for purchase by the Offeror for cash (the “Offer“) and concurrently (b) a solicitation (the “Consent Solicitation“) to consider and, if thought fit, pass an extraordinary resolution to approve certain amendments to the Trust Deed governing the Notes (the “Trust Deed“), that would permit the Offeror to remove substantially all of the covenants and all of the events of default (except for non-payment and cross-acceleration events of default) in the terms and conditions of the Notes under the Trust Deed that can be removed by an Extraordinary Resolution of the Noteholders, other than a “special quorum resolution” (in each case, as defined in the Trust Deed).

The Offer and the Consent Solicitation were made on the terms and subject to the conditions and restrictions set out in the Tender Offer and Consent Solicitation Memorandum dated 13 March 2017 (the “Tender Offer and Consent Solicitation Memorandum“). Capitalised terms used in this announcement but not defined herein have the meanings given to them in the Tender Offer and Consent Solicitation Memorandum.

The following table presents details of the Offer as set out in the Tender Offer and Consent Solicitation Memorandum and the aggregate principal amount of Notes tendered at or prior to the Expiration Deadline and accepted for purchase by the Offeror on the Settlement Date:

 

Title of Security Common Code/CUSIP ISIN Aggregate Principal Amount Outstanding Amount Subject To The Offer
U.S.$420,000,000 73625% Guaranteed Notes due 2018 09973AAA9 (Rule 144A) XS09973AAA97 (Rule 144A) U.S.$372,976,000 Any and all
Purchase Price per $1,000 Early Tender Premium per $1,000 total Amount (Early Tender Premium and Purchase Price) per $1,000(1) Aggregate Principal Amount Tendered and Accepted
US $1,010 US $30 US $1,040 US $239,668,000

 

(1) Total amounts payable for the Notes validly tendered at or prior to the Early Tender Date.
Excludes any applicable Accrued Interest Amounts

(2) Aggregate principal amount of the Notes tendered at or prior to the Expiration Deadline and
accepted for purchase by the Offeror on the Settlement Date

On 22 March 2017 the Offeror extended the original Early Tender Date as set out in the Tender Offer and Consent Solicitation Memorandum to 4:00 p.m. (London time) on 29 March 2017 (the “Extended Early Tender Date”).

The Offeror hereby informs the Noteholders as follows:

1.   as of 4:00 p.m. (London time) on 31 March, 2017 (the “Expiration Deadline“) Tender Instructions in respect of US$239,668,000 aggregate principal amount of Notes were received by the Information and Tender Agent;

2.   the Offeror expects the Financing Condition to be satisfied on 7 April 2017 (the “Settlement Date”);

3.   subject to the satisfaction of the Financing Condition, the Offeror hereby accepts tenders of all Notes made at or prior to the Expiration Deadline;

4.   subject to the satisfaction of the Financing Condition, on the Settlement Date:

     a. Noteholders (i) who tendered their Notes at or prior to the Extended Early Tender Date and (ii) whose Tenders were accepted by the Offeror, will receive the Early Tender Premium, together with the Purchase Price, plus the Accrued Interest Amount in respect of their Notes tendered; and

b. Noteholders (i) who tendered their Notes after the Extended Early Tender Date, but at or prior to the Expiration Deadline and (ii) whose Tenders were accepted by the Offeror, will receive the Purchase Price plus the Accrued Interest Amount in respect of their Notes tendered; and

5.   the Offer is hereby re-opened until 4:00 p.m. (London time) on 7 April 2017 on the terms and subject to the conditions and restrictions set out in the Tender Offer and Consent Solicitation Memorandum.

http://www.ise.ie/app/announcementDetails.aspx?ID=13184538

April 4, 2017

Borets Finance DAC’s Offer and Consent Solicitation: Meeting Results Announcement

4 April 2017

On 13 March 2017, Borets Finance DAC (the “Offeror“): (1) made (a) an invitation to each holder (a “Noteholder“) of its outstanding US$420,000,000 7.625% Guaranteed Notes Due 2018 (the “Notes“) (common code/CUSIP: 097446920 (Reg S)/ 09973AAA9 (Rule 144A); ISIN: XS0974469206 (Reg S) US09973AAA97 (Rule 144A)) to tender any or all of their Notes for purchase by the Offeror for cash (the “Offer“) and concurrently (b) a solicitation (the “Consent Solicitation“) to consider and, if thought fit, pass an extraordinary resolution (the “Resolution“) to approve certain amendments (the “Amendments“) to the Trust Deed governing the Notes (the “Trust Deed“), that would permit the Offeror to remove substantially all of the covenants and all of the events of default (except for non-payment and cross-acceleration events of default) in the terms and conditions of the Notes under the Trust Deed that can be removed by an Extraordinary Resolution of the Noteholders, other than a “special quorum resolution” (in each case, as defined in the Trust Deed); and (2) announced a meeting of Noteholders (the “Meeting“) in accordance with the Trust Deed to consider the Amendments.

The Offeror hereby informs the Noteholders that the Meeting was duly convened and was held on 4 April 2017. At the Meeting, Noteholders holding US$330,921,000 in the aggregate principal amount of Notes (which represents 88.73% of the aggregate principal amount of Notes outstanding) were represented by proxies, and accordingly the Meeting was quorate. Noteholders representing 99.79% of all votes cast at the Meeting voted in favour of theResolution implementing the Amendments.Therefore, the Requisite Majority has been obtained.

To implement the Resolution, the Offeror and Deutsche Trustee Company Limited, in its capacity as the Trustee under the Trust Deed, will enter into, among other things, the Supplemental Trust Deed amending the Trust Deed in accordance with the Amendments. The Supplemental Trust Deed shall become effective upon the satisfaction of the Financing Condition on the Settlement Date.

As at the Expiration Deadline (4:00 p.m. (London time) on 31 March 2017), Tender Instructions in respect of US$239,668,000 in the aggregate principal amount of Notes were received by the Information and Tender Agent. This announcement does not constitute acceptance of any tendered Notes for purchase by the Offeror. In accordance with the Tender Offer and Consent Solicitation Memorandum (as defined below), a further announcement will be made as soon as reasonably practicable after the New Notes Pricing as to: (i) the aggregate principal amount of Notes in respect of which a Tender Instruction has been received by the Information and Tender Agent at or prior to the Expiration Deadline; (ii) whether the Financing Condition would be expected to be satisfied on the Settlement Date; (iii) subject to the satisfaction of the Financing Condition, (a) whether the Offeror accepts valid tenders of Notes tendered at or prior to the Expiration Deadline and (b) the aggregate principal amount of such Notes accepted for purchase on the Settlement Date; and (iv) whether the Offer is re-opened until the Late Tender Expiration Deadline.

Capitalised terms used in this announcement but not defined herein have the meanings given to them in the Tender Offer and Consent Solicitation Memorandum dated 13 March 2017 in relation to the Offer and Consent Solicitation (the “Tender Offer and Consent Solicitation Memorandum”).

http://www.ise.ie/app/announcementDetails.aspx?ID=13182936

March 21, 2017

Proposed Offering of US$ Denominated Fixed Rate 5-Year Guaranteed Notes

21 March 2017

Borets Finance DAC (“Issuer”) today announces an offering (the “Offering”) of US$ denominated fixed rate 5 year guaranteed notes (the “Notes”) to be fully, unconditionally and irrevocably guaranteed on a joint and several basis by Borets International Limited (the “Parent”) and Borets Company (together with the Parent, the “Guarantors”).

The completion of the Offering will be subject to market conditions. The proceeds of the Offering will be used to (a) repurchase outstanding US$420,00,000 7.625% Guaranteed Notes due 2018 issued by the Issuer and guaranteed, inter alia, by the Guarantors; and (b) pay costs, expenses and fees incurred in connection with such repurchase.

www.ise.ie/app/announcementDetails.aspx?ID=13165811

March 13, 2017

Borets Finance DAC Announces Offer and Consent Solicitation for its US$420,000,000 7.625% Guaranteed Notes Due 2018

January 25, 2017

Borets Finance DAC’s Invitation to Tender Notes for Cash: Announcement of Final Participation Results (25 January 2017)

25 January 2017

On January 16, 2017, Borets Finance DAC (the “Issuer”) made an invitation to the holders of the notes listed in the table below (the “Notes”) to tender any such Notes (the “Offer”). The Offer was made on the terms and subject to the conditions and restrictions set out in a tender offer memorandum dated January 16, 2017 (the “Tender Offer Memorandum”).

The Issuer hereby informs the holders of the Notes that, as of 12:00 p.m., London time, on January 24, 2017 (the “Expiration Deadline”), US$136,545,000 principal amount of the Notes were validly tendered pursuant to the Offer. Subject to the terms and conditions of the Offer, the Issuer confirms that it has accepted for purchase US$21,777,000 of the Notes validly tendered (the “Accepted Notes”).

The Clearing Price in respect of the Accepted Notes was determined by reference to the relevant Bid Prices received, in accordance with the procedure set out in the Tender Offer Memorandum and is set out in the table below under the heading “Clearing Price”. All Notes validly tendered with a Bid Price less than or equal to the Clearing Price have been accepted for purchase.

Holders of the Notes who validly tendered Notes prior to the Expiration Deadline and whose Notes have been accepted for purchase by the Issuer will receive the Tender Offer Consideration for the Notes, as well as a cash payment in an amount equal to the accrued and unpaid interest on such Notes from (and including) September 26, 2016 to (but excluding) the Payment Date (as defined below) (the “Accrued Interest”).

The settlement date for the Accepted Notes is expected to be January 31, 2017 (the “Payment Date”).

The Offer remains subject to the terms, conditions and restrictions set forth in the Tender Offer Memorandum. Capitalized terms used and not otherwise defined in this announcement have the meanings given to them in the Tender Offer Memorandum.

 

Title of Security Common Code/CUSIP ISIN Tender Offer Consideration (Clearing Price)(1) Total Aggregate Principal Amount of Accepted Notes Total Accrued Interest In Respect of Accepted Notes
U.S. $420,000,000 7.625% Guaranteed Notes due 2018 issued by the Issuer and irrevocably guaranteed by the Guarantors XS0974469206 (Reg S) US09973BAA70 (Rule 144A) 097446920 (Reg S Code)/ US09973AAA97 (Rule 144A) U.S.$1,030 U.S. $21,777,000/td> U.S. $$571,864

(1)     Per US$1,000 principal amount of Notes validly tendered prior to the Expiration Deadline and accepted for purchase.

www.ise.ie/app/announcementDetails.aspx?ID=13165811

January 16, 2017

Borets Finance DAC Announces an Invitation to Tender Notes for Cash Using a Modified ``Dutch Auction`` Procedure

January 13, 2017

Announcement of Appointment and Resignation of Independent Non-Executive Director to the Board of Directors of Borets International Limited

13 January 2017

It is with great pleasure that Borets International Limited (the “Company”) announces it has appointed Peter Goode as a new Independent Non-Executive Director on the Board of Directors of the Company.  The appointment took effect on 1 January 2017.

Mr. Goode is a senior oil and gasfield services professional with extensive international experience at Board level and management, as well as in petroleum engineering and research.  His professional roles include a number of different positions with Schlumberger between 1985 and 2003 in Australia, USA, Indonesia and the United Kingdom, including:  President – Well Completion and Productivity, President – Information Solutions and President – Reservoir Management.  Mr. Goode has also held various positions at Santos Ltd in Australia between 1979 and 1995, including as General Manager – Petroleum Development and Planning.  Between 2004 and 2007, Mr. Goode was President and CEO of VETCO International, an international oil field services company with revenues of approximately of US$3 billion a year and with a business in 34 countries.  More recently, Mr Goode managed and advised private equity businesses on oil and gas investment, including at Arle Capital and Candover Equity Partners.

Mr. Goode studied applied mathematics and computing science at the University of Australia, before completing a Ph.D. in petroleum engineering at Heriot-Watt University, Edinburgh, UK.

Mr. Goode is currently Chairman of the Board of GR Energy Services and has previously served on the Boards of a number of other private and listed companies.

At the same time as the appointment of Mr. Goode, the Company would like to announce that it has accepted the resignation of Mr. Stuart Ferguson, who has stepped down as Independent Non-Executive Director of the Company with effect from 31 December 2016. Mr. Ferguson had been a member of the Board of Directors of the Company since July 2009  and the Company would like to thank Mr. Ferguson for his significant contribution to the Board.

July 19, 2016

Announcement of Changes in Independent Non-Executive Directors of Borets International Limited

19 July 2016

It is with great pleasure that Borets International Limited (the “Company”) announces it has appointed Merrill (Pete) Miller as a new Independent Non-Executive Director on the Board of Directors of the Company.  The appointment will take effect from 21 September 2016, the next scheduled Board meeting of the Company.

Mr. Miller is currently the Executive Chairman of DistributionNOW, a publicly-owned distribution company.  Mr. Miller also holds a number of Non-Executive Director roles, including Chairman of the Board of Transocean Shipmanagement and Director of Chesapeke Energy Corporation.

From 1996 to 2014, Mr. Miller held various roles at National Oilwell Varco (“NOV”).  Initially, Mr. Miller was employed as Vice President of Sales and Marketing and Rig Technology at NOV, rising to President of this division by 1998 and, in 2000, he was promoted to CEO.  In 2001, Mr. Miller became Chairman and CEO.  During his time at NOV, Mr. Miller oversaw major growth in this company, taking it from a $500 million company to a $22 billion a year company with close to 60,000 employees.  Mr. Miller was responsible for NOV embarking on a number of acquisitions, such as Robin & Meyers and a merger with Varco International in 2004, which created one of the largest oilfield equipment manufacturers in the world.  Mr. Miller was instrumental in the spin-off of NOV’s distribution business into DistributionNOW.  Prior to joining NOV, Mr. Miller’s career includes important leadership roles at Hermerlich & Payne, becoming Vice President of US Operations by 1992.

Mr. Miller studied Applied Science and Engineering at the US Military Academy at West Point.  He served in the U.S. Army for five years, after which he briefly joined Procter & Gamble before pursuing his MBA at Harvard Business School.  Mr. Miller is also a member of the National Petroleum Council in the USA.

At the same time as the appointment of Mr. Miller, the Company would like to announce that it has accepted the resignation of Mr. Ramzi Al-Heureithi, who has stepped down as Independent Non-Executive Director of the Company with effect from 21 September 2016, due to ill health.  Mr. Al-Heureithi has been a member of the Board of Directors of the Company since July 2010 and an Independent Non-Executive Director on the Board since October 2013.  The Company would like to thank Mr. Al-Heureithi for his significant contribution to the Board.