Majority of NJSC Naftogaz of Ukraine Noteholders Voted in favour of the Offer

NOTHING IN THIS ANNOUNCEMENT CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE CONSENT SOLICITATION TO EXCHANGE THE EXISTING NOTES FOR NEW NOTES IS MADE FOR THE SECURITIES OF A FOREIGN COMPANY. THE CONSENT SOLICITATION IS SUBJECT TO DISCLOSURE REQUIREMENTS OF A FOREIGN COUNTRY THAT ARE DIFFERENT FROM THOSE OF THE UNITED STATES. FINANCIAL STATEMENTS INCLUDED IN THE MEMORANDUM HAVE BEEN PREPARED IN ACCORDANCE WITH FOREIGN ACCOUNTING STANDARDS THAT MAY NOT BE COMPARABLE TO THE ACCOUNTING STANDARDS APPLICABLE TO FINANCIAL STATEMENTS OF UNITED STATES COMPANIES.
IT MAY BE DIFFICULT FOR YOU TO ENFORCE YOUR RIGHTS AND ANY CLAIM YOU MAY HAVE ARISING UNDER THE US FEDERAL SECURITIES LAWS, SINCE (I) NAFTOGAS, THE ISSUER OF THE NEW NOTES, IS LOCATED IN A FOREIGN COUNTRY, AND ALL OF ITS OFFICERS AND DIRECTORS ARE RESIDENTS OF A FOREIGN COUNTRY AND (II) UKRAINE, THE GUARANTOR OF THE NEW NOTES, IS A SOVEREIGN STATE. YOU MAY NOT BE ABLE TO SUE A FOREIGN COMPANY OR ITS OFFICERS OR DIRECTORS, OR A FOREIGN SOVEREIGN STATE, IN A FOREIGN COURT FOR VIOLATIONS OF THE U.S. SECURITIES LAWS. IT MAY BE DIFFICULT TO COMPEL A FOREIGN COMPANY AND ITS AFFILIATES, OR A FOREIGN SOVEREIGN STATE, TO SUBJECT THEMSELVES TO A U.S. COURT'S JUDGMENT.
YOU SHOULD BE AWARE THAT NAFTOGAS AND UKRAINE MAY PURCHASE SECURITIES OTHERWISE THAN UNDER THE CONSENT SOLICITATION, SUCH AS IN THE OPEN MARKET OR IN PRIVATELY NEGOTIATED PURCHASES.

 

NJSC Naftogaz of Ukraine informs that the meeting of Holders of Naftogaz’s US$500m Eurobond was held at 17:00 CET on 19 October 2009 in London.

The noteholders voted on the Company’s planned external debt restructuring, including the consent to exchange 100% of the bonds for new US dollar denominated bonds issued under a sovereign guarantee, with a 9.5% coupon and a maturity of September 2014.

The results of the Consent Solicitation demonstrated that more than 93% of the Existing Notes were voted in favour of the Offer, and, accordingly, the Extraordinary Resolution put to Noteholders at the Noteholder Meeting was passed. The settlement date for the New Notes is expected to be Thursday, 29 October 2009.

Negotiations with the bilateral lenders are progressing and Naftogaz is encouraged by the continued constructive nature of these discussions.


NJSC Naftogaz of Ukraine
International Advisor
HeadLand Consultancy
Chris Salt/Dudley White
+44(0)20 7367 5222

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