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Published on 10/4/2019 in the Prospect News Emerging Markets Daily and Prospect News Liability Management Daily.

Armenia’s Ardshinbank begins tender offer for Dilijan notes due 2020

By Marisa Wong

Los Angeles, Oct. 4 – Ardshinbank CJSC announced a tender offer and consent solicitation for the $100 million 12% loan participation notes due 2020 originally issued by Dilijan Finance BV to finance a loan to Ardshinbank.

Ardshinbank is inviting holders to tender any and all of their notes and to consent to changes to the terms of the notes and related loan agreement that would permit the mandatory early redemption of the notes.

The offer will expire at 11:59 p.m. ET on Nov. 1.

Holders who vote on the proposal without tendering their notes also have until 11:59 p.m. ET on Nov. 1 to submit their voting instructions.

The company is offering a total consideration of $1,050 for each $1,000 principal amount of notes tendered by 11:59 p.m. ET on Oct. 18, the early participation deadline. The total consideration includes a $10 early consent fee. Holders tendering after the early deadline will not be eligible to receive the early consent fee.

Holders who do not tender their notes but vote in favor of the extraordinary resolution to amend the notes will also be eligible to receive the early consent fee.

Under the proposal, the company is offering to pay an early redemption amount of $1,040 per $1,000 principal amount, equal to the tender offer consideration, the company noted.

Holders will vote on the proposal at a meeting scheduled for 5 a.m. ET on Nov. 4 in London.

If the extraordinary resolution is not approved at the meeting, the company will not accept for purchase notes tendered in the offer.

Payment of the total consideration or the tender offer consideration, together with accrued interest, is expected to be made on Nov. 5.

Early redemption of the notes, if approved, will be on Nov. 7.

The currently outstanding amount of notes after amortization is $50 million, including $10.31 million of notes held by Ardshinbank and its subsidiaries. Notes held by the company will not be included for purposes of determining the quorum for the meeting.

Citigroup Global Markets Ltd. (+44 20 7986 8969, liabilitymanagement.europe@citi.com) and Renaissance Securities (Cyprus) Ltd. (SyndicateDCM@rencap.com) are dealer managers for the tender offer.

Citibank NA, London Branch (+44 20 7508 3867, citiexchanges@citi.com) is the tender and tabulation agent.

The bank is based in Yerevan, Armenia.


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