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THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THE ATTACHED ANNOUNCEMENT.
TO THE HOLDERS OF:
the outstanding U.S.$200,000,000 9.375 per cent. Loan Participation Notes due 2015 issued by, but without recourse to, UK SPV CREDIT FINANCE PLC (the "2015 Note Issuer") for the sole purpose of funding a loan to PUBLIC JOINT-STOCK COMPANY COMMERCIAL BANK "PRIVATBANK" ("PRIVATBANK" OR THE "BORROWER") (the "2015 Notes")
Common Code: 054374453
the outstanding U.S.$150,000,000 5.799 per cent. Loan Participation Notes due 2016 with an Interest Rate Step-Up in 2011 issued by, but without recourse to, ICBC STANDARD BANK PLC (the "2016 Note Issuer") for the sole purpose of funding a subordinated loan to the Borrower (the "2016 Notes" and together with the 2015 Notes, the "Notes")
Common Code: 024293939
Swiss Security Number: 2427680
15 July 2015
Terms used but not defined in this notice shall have the same meaning as in the Consent Solicitation Memorandum dated 26 June 2015 relating to the Notes (the "Memorandum"). Further to its announcement dated 14 July 2015, PrivatBank makes the following announcement to the 2015 Noteholders and the 2016 Noteholders.
The 2015 Note Solicitation
NOTICE IS HEREBY GIVEN to the holders of the 2015 Notes (the "2015 Noteholders") that at a meeting of the 2015 Noteholders held at 4.00 p.m. (London time) on 13 July 2015 (the "2015 Meeting"), the Extraordinary Resolution in relation to the 2015 Notes detailed in the Notice of Meeting dated 26 June 2015, previously notified to the 2015 Noteholders in accordance with the trust deed dated 24 September 2010 entered into by the 2015 Note Issuer and Deutsche Trustee Company Limited as trustee for the 2015 Noteholders was duly passed, with holders of approximately 83.85 per cent. of the aggregate principal amount of the 2015 Notes represented at the 2015 Meeting, approximately 82.34 per cent. of such holders voting in favour and approximately 17.60 per cent. of such holders voting against.
However, pursuant to terms of the 2015 Note Solicitation and as set out in the Memorandum, it is a condition of the 2015 Note Solicitation, the occurrence of the Effective Date and the payment of the relevant consent fee that both the 2015 Note Extraordinary Resolution and the 2016 Note Extraordinary Resolution have been duly passed at each relevant meeting or an adjourned meeting for the relevant Notes.
As described below under "The 2016 Note Solicitation", the 2016 Note Extraordinary Resolution was not passed and the condition of the 2015 Note Solicitation was accordingly not fulfilled. Therefore, the Effective Date in relation to the 2015 Note Solicitation will not occur and the relevant consent fee will not be paid and consequently the changes described in the 2015 Note Proposal will not be implemented.
The 2016 Note Solicitation
NOTICE IS HEREBY GIVEN to the holders of the 2016 Notes (the "2016 Noteholders") that at a meeting of the 2016 Noteholders held at 4.30 p.m. (London time) on 13 July 2015 (the "2016 Meeting"), the 2016 Meeting was quorate, however the Extraordinary Resolution detailed in the Notice of Meeting dated 26 June 2015, previously notified to the 2016 Noteholders in accordance with the trust deed dated 9 February 2006 entered into by the 2016 Note Issuer and BNY Mellon Corporate Trustee Services Limited (originally J.P. Morgan Corporate Trustee Services Limited) as trustee for the 2016 Noteholders was not passed, with holders of approximately 85.38 per cent. of the aggregate principal amount of the 2016 Notes represented at the 2016 Meeting, approximately 69.08 per cent. of such holders voting in favour and approximately 30.84 per cent. of such holders voting against.
Consequently, the changes described in the 2016 Note Proposal will not be implemented.
Neither BNY Mellon Corporate Trustee Services Limited nor Deutsche Trustee Company Limited accepts any responsibility for the accuracy, completeness or correctness of any statement made or information contained in this announcement.
Public Joint-Stock Company Commercial Bank "PrivatBank"
50 Naberezhna Peremohy
For enquiries please contact the Solicitation Agent:
Mainzer Landstrasse 153
DLZ-Geb. 2, Händlerhaus
60327 Frankfurt am Main
Attention: Liability Management Group
By telephone: +49 69 136 59920
By email: firstname.lastname@example.org
Neither this announcement nor the Memorandum constitutes or forms part of, and should not be construed as, an offer for sale or subscription of, or a solicitation of any offer to buy or subscribe for, any securities of the Issuers, the Borrower or any other entity.
The distribution of this announcement and the Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Memorandum comes are required by the Issuers, the Borrower, the Solicitation Agent and the Tabulation Agent to inform themselves about, and to observe, any such restrictions. This announcement and any materials relating to the 2015 Note Solicitation and the 2016 Note Solicitation (together, the "Solicitations") do not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offers or solicitations are not permitted by law.
The Notes have not been registered under the U.S. Securities Act of 1933 (the "Securities Act") or the securities law of any state or jurisdiction of the United States and may not be reoffered or resold except pursuant to an applicable exemption from the registration requirements of the Securities Act. Neither the SEC nor any U.S. state securities commission has approved or disapproved of any Notes, or determined if this announcement or the Memorandum is accurate or complete. Any representation to the contrary is a criminal offence.
The Solicitations were deemed to have been submitted to 2015 Noteholders and the 2016 Noteholders, as applicable, in the United States pursuant to an exemption from the registration requirements of the Securities Act provided by Rule 802 thereunder ("Rule 802"). Any new securities deemed to be issued pursuant to the Solicitations will be "restricted securities" within the meaning of rule 144(a)(3) under the Securities Act to the same extent and proportion as the existing Notes. In accordance with Rule 802 with respect to any securities deemed to be issued in connection with the Solicitations, Privatbank will submit to the SEC any informational document disseminated to the 2015 Noteholders or the 2016 Noteholders in connection with the Solicitations.
The communication of the Memorandum and this announcement by the Issuers and the Borrower and any other documents or materials relating to the Solicitations is not being made, 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 (the "FSMA"). 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. Such documents and/or materials are only directed at and may only be communicated to (a) those persons in the United Kingdom falling within the definition of Investment Professionals (contained in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")) or within Article 43 of the Order, or other persons to whom it may lawfully be communicated in accordance with the Order; or (b) persons outside the United Kingdom. Nothing in the Memorandum or in this announcement constitutes or contemplates an offer to buy or the solicitation of an offer to sell securities in the United States or in any other jurisdiction.
If a jurisdiction requires that the Solicitations be made by a licensed broker or dealer and the Solicitation Agent or any of its affiliates is such a licensed broker or dealer in that jurisdiction, the Solicitations shall be deemed to be made by the Solicitation Agent or such affiliate, as the case may be, on behalf of the Issuers and the Borrower in such jurisdiction where it is so licensed and the Solicitations are not being made in any such jurisdiction where the Solicitation Agent or one of its affiliates is not so licensed.
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