VF Ukraine launches consent solicitation for loan participation notes

Chicago, Aug. 11 – VF Ukraine PJSC launched a consent solicitation relating to the $500 million of 6.2% loan participation notes that were issued through subsidiary VFU Funding plc, according to a notice.

The issuer is finding the restricted payments provision of the loan agreement limiting making dividends and other distributions, the ability to proceed with some investments, the purchase and redemption of equity interests and the redemption or repayment of subordinated debt limiting, in light of its strong financial performance.

The loan participation notes were issued in February 2020, and VF Ukraine has already repaid $48,999,000 of the loan and canceled the same amount of notes.

The issuer wishes to increase its flexibility and accordingly would like to propose an amendment to the restricted payments provision to allow for restricted payments so long as, preceding the date of any such payment, the consolidated leverage ratio does not exceed 2x and also so long as no event of default or default has occurred.

The issuer needs a quorum and a majority of the votes cast at a meeting to approve the proposal, as well as approval by the general meeting of shareholders to be held on Aug. 23.

For holders who deliver a valid consent instruction in favor or a valid form of sub-proxy, VF Ukraine will pay a consent fee of $10 per $1,000 note.

The consent fee will not be paid if the extraordinary resolution is not passed or if the effectiveness conditions are not satisfied.

The meeting will be held via teleconference at 6 a.m. ET on Sept. 2.

The early consent deadline is 11 a.m. ET on Aug. 25.

The expiration time is 6 a.m. ET on Aug. 31.

Results should be announced on Sept. 2.

Assuming the extraordinary resolution is passed, payment of the consent fee is expected not later than five business days following the announcement of the results.

J.P. Morgan Securities plc is the solicitation agent (+44 20 7134 2468, em_europe_lm@jpmorgan.com).

Lucid Issuer Services Ltd (+44 207 704 0880, vfu@lucid-is.com).

The mobile operator is based in Kiev, Ukraine.

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