22.08.2022

Bonitron Designated Activity Company announces Early Tender Results

22 August 2022

On 28 July 2022, Bonitron Designated Activity Company (the «Offeror») invited holders of its U.S.$300,000,000 9.000 per cent. Loan Participation Notes due 2025 (the «Notes»), issued for the sole purpose of financing a loan to Eurotorg LLC (the «Borrower»), to tender any and all of their Notes for purchase by the Offeror for cash (the «Offer»).

The Offer is being made on the terms and subject to the conditions contained in the offer to purchase dated 28 July 2022, as amended by the Offeror’s announcement dated 10 August 2022 (the «Offer to Purchase»). Capitalised terms used in this announcement but not otherwise defined have the meanings given to them in the Offer to Purchase.

Early Results of the Offer

As of the Extended Early Tender Deadline, being 5:00 P.M. (NYC) on 19 August 2022, the Offeror had received Tender Instructions in respect of the Notes as set out in the table below:

As at the Extended Early Tender Deadline, the Minimum Participation Condition was not satisfied. However, with a view to giving its investors an opportunity to reduce their exposure to Belarus and in light of the continuing erosion of the Belarusian payment infrastructure for servicing the Borrower’s obligations under the Loan, the Offeror (acting jointly with the Borrower) hereby waives the Minimum Participation Condition.

The Offeror (acting jointly with the Borrower) has accepted for purchase an aggregate principal amount of the Notes validly tendered at or prior to the Extended Early Tender Deadline equal to U.S.$42,140,000 for the Total Consideration of U.S.$550 per U.S.$1,000 in principal amount of the Notes as set out in the table below.

The expected Early Settlement Date is 24 August 2022.

The Offer will expire at 11:59 P.M. (NYC) on 7 September 2022 (the « Extended Expiration Deadline »). Noteholders who validly tender their Notes after the Extended Early Tender Deadline, but at or prior to the Extended Expiration Deadline, shall be eligible to receive the Tender Offer Consideration of U.S.$520 per U.S.$1,000 in principal amount of the Notes, subject to acceptance by the Offeror of such Notes for purchase.

For further details, please, contact the Tender Agent or the Borrower.

THE TENDER AGENT

i2 Capital Markets Ltd
info@i2capmark.com
+ 44 203 633 1212
Tender Website: https://i2capmark.com/event-details/67/Holder/bonitron-designated-activity-company.

THE BORROWER

Eurotorg LLC
ir@eurotorg.by
+375 44 788 85 00

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