Public Joint Stock Company “State Savings Bank of Ukraine” (the “Bank”) is pleased to announce that holders of the U.S.$700,000,000 8.25 per cent. Loan Participation Notes due 2016 (ISIN: XS0594294695) (the “2016 Notes”) issued by SSB No.1 PLC (the “Issuer”) and the U.S.$500,000,000 8.875 per cent. Loan Participation Notes due 2018 (ISIN: XS0906434872) issued by the Issuer (the “2018 Notes” and, together with the 2016 Notes, the “Notes”) approved the relevant Extraordinary Resolutions set out in the consent solicitation memorandum dated 6 July 2015 (the “Consent Solicitation Memorandum”) at the noteholders’ meetings that took place on 3 August 2015 by majorities of 99.92 per cent. and 99.69 per cent. of the votes cast (which excludes, in the case of the 2018 Notes, holders who abstained from voting), with quorums of 93.65 per cent. and 92.61 per cent., respectively.
By approving the Extraordinary Resolutions, holders of the Notes have, among other things, consented to the reprofiling of the Notes on the following terms:
(i) the 2016 Notes will be amended to provide for, inter alia, a maturity extension by seven years to 10 March 2023, a coupon increase to 9.375 per cent. per annum and an amortisation profile pursuant to which (a) 60 per cent. of the principal amount of the 2016 Notes will be redeemed on 10 March 2019 and (b) the remaining principal amount of the 2016 Notes will be redeemed in eight equal semi-annual instalments starting on 10 September 2019, with the final repayment being due on 10 March 2023; and
(ii) the 2018 Notes will be amended to provide for, inter alia, a maturity extension by seven years to 20 March 2025, a coupon increase to 9.625 per cent. per annum, and an amortisation profile pursuant to which (a) 50 per cent. of the principal amount of the 2018 Notes will be redeemed on 20 March 2020 and (b) the remaining principal amount of the 2018 Notes will be redeemed in 10 equal semi-annual instalments starting on 20 September 2020, with the final repayment being due on 20 March 2025.
Additionally, pursuant to the Optional Exchange Mechanism described in the Consent Solicitation Memorandum, holders of U.S.$167,086,000 of the 2016 Notes will exchange their interests in the 2016 Notes for interests in the 2018 Notes, while holders of U.S.$171, 195,000 of the 2018 Notes elected to exchange their holdings for interests in the 2016 Notes (each series reprofiled as described above). Therefore, holders of the 2016 Notes who opted for the exchange will be satisfied in full while holders of the 2018 Notes who opted for the exchange will only be able to exchange 99.64% of the amount they submitted for the exchange. The pro rata allocation percentage to be applied to holders of the 2018 Notes participating in the exchange mechanism is calculated without taking into account holders who will not be eligible to participate in the optional exchange mechanism because the allocation of 2016 Notes to such holders (whether after or before applying the pro rata allocation percentage) would result in them holding less than the minimum denomination of U.S.$200,000.
Andriy Pyshnyy, the Chairman of Bank’s Management Board, commented:
“The successful debt reprofiling of Oschadbank bodes well not only for the Bank, but also for the whole country. For many of our citizens, and particularly for the clients of the Bank, the negotiation process and false rumours regarding default were a matter of concern. I am glad to be able not only to ease their anxiety, but also to give them a cause for optomism. A significant portion of the noteholders have chosen an option offering longer maturity. This is absolutely explicit and objective evidence of such investors’ confidence in the Bank’s operations going forward as well as of their support of and trust in the Bank’s management team. We are grateful to the Ad Hoc Committee and the noteholders for the overwhelming support that they have shown at the noteholders’ meetings and we are pleased to have been able to assist the government of Ukraine in achieving its goal of meeting Target 1, i.e. the liquidity target, under the current IMF EFF programme. We look forward to finalising the legal implementation of the reprofiling of the Notes in the coming weeks”
The implementation of the reprofiling is subject to approval by the National Bank of Ukraine. The expected date for occurrence of the Effective Date will be announced in due course.
The Bank was advised by Lazard Frères as financial advisor. White & Case LLP and Sayenko Kharenko acted as legal advisors to the Bank. The Ad-Hoc Committee was advised by Dechert LLP as legal advisor.