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.
The following statement, which sets out in detail the latest situation and the remaining transaction timeline, must be read in conjunction with the Announcement posted on the Naftogaz website today regarding the invitation to holders of the Eurobond notes due 30 September 2009.
Naftogaz has provided an update on progress of its planned external debt restructuring, including the Offer regarding the invitation by the company to holders of the $US500m Eurobond to consent to exchange 100% of their bonds for new US dollar denominated bonds. This Offer will attract a 9.5% coupon and benefit from a sovereign guarantee from the Ukraine, with a maturity of September 2014.
The Early Exchange Deadline for the Offer expired at 17.00 C.E.T on Thursday 8 October. As of 8 October, holders of 92% of the Eurobonds have voted to support the restructuring ahead of the formal meeting on 19th October.
Negotiations with the bilateral lenders have progressed and Naftogaz is encouraged by the constructive nature of these discussions.
Press center NJSC Naftogaz of Ukraine
Chris Salt/Dudley White
+44(0)20 7367 5222