LONDON, February 24, 2015 /PRNewswire/ --
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR WITHIN THE UNITED STATES, OR IN ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
This announcement is made on behalf of the Ad Hoc Committee of the $310m Convertible Bondholders of Petropavlovsk Plc due 18 March 2015 (the "Ad Hoc Committee") which comprises c.60% of the outstanding issue. The Ad Hoc Committee refer to the announcement issued by Sapinda Holdings B.V. ("Sapinda") on 24 February 2015 with regard to their revised proposal for the refinancing of Petropavlovsk Plc (the "Revised Sapinda Proposal").
Each member of the Ad Hoc Committee (and their advisors) has carefully considered the Revised Sapinda Proposal and each ad hoc committee member wholly rejects this proposal. This proposal is inequitable and disproportionately benefits Sapinda to the detriment of existing shareholders and other key stakeholders who are further diluted. The Sapinda proposal is not an alternative, as without the support of the Company, Senior Lenders and Bondholders it cannot be implemented. It acts as a disincentive for parties who have fully underwritten the $235 million rights issue and for shareholders who will subsequently take up their rights. No evidence of Sapinda's ability to finance this envisaged proposal has been forthcoming to date.
Each member of the Ad Hoc Committee remains supportive of the Company's fully funded and underwritten proposal announced on 2 February 2015 (the "Current Refinancing Plan"). The Current Refinancing Plan offers all shareholders the opportunity to participate in a $235 million rights issue on a fully pre-emptive basis.
As announced by the Company last week, in the event that shareholders vote against the Current Refinancing Plan on 26 February 2015, the terms agreed between the Company, Senior Lenders and Bondholders in the Current Refinancing Plan will be sought to be implemented via an insolvency process, such as an administration of Petropavlovsk Plc ("Petropavlovsk"), resulting in existing shareholders losing both their entire investment in Petropavlovsk and their ability to invest on a priority basis in the future.
Each member of the Ad Hoc Committee of Bondholders remains fully supportive and committed to the Current Refinancing Plan, which it believes represents the most equitable outcome for, and is in the best interests of, all stakeholders of Petropavlovsk.
This announcement is not for release, publication or distribution, directly or indirectly, in whole or in part, into or within the United States, or in any jurisdiction where such release, publication or distribution would be unlawful. This announcement does not constitute or form part of any offer or solicitation to purchase or subscribe for securities in the United States or any other jurisdiction. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended. There will be no public offer of securities in the United States or elsewhere.
Press contacts:
CNC Communications
Richard Campbell +44(0)7775-784933
Simon Evans+44(0)7812-590682
