Telecom obtains needed consents for notes; meeting set for Sept. 22

By Jennifer Chiou

New York, Sept. 16 - Telecom Corp. of New Zealand Ltd.'s TCNZ Finance Ltd. announced that it has already received tender instructions from holders of more than 75% of its CHF 200 million of 4.375% notes due 2012 voting in favor of the proposed extraordinary resolution.

The company launched on Aug. 31 a solicitation of consents to waive any event of default that may occur as a result of the demerger into Telecom, a telecommunications and IT services company, and Chorus Ltd., a fixed-line access network infrastructure company.

Holders have also approved a new condition requiring Telecom to redeem all of the notes at their early redemption amount if final court orders related to the demerger are obtained.

A meeting is slated for Sept. 22.

The early submission deadline was 11 a.m. ET on Sept. 14, and the deadline for submitting voting instructions is 6:45 a.m. ET on Sept. 20.

Holders who submitted instructions in favor of the resolution by the early submission deadline will receive an early consent fee equal to CHF 25.00 per CHF 5,000 principal amount of notes.

Sterling notes

As reported on Sept. 14, the company received consents from holders of more than 75% of each of its £125 million of 5.625% notes due 2018 and £150 million of 5.75% notes due 2020.

The company began an exchange offer for the notes on Aug. 31 and is asking the holders to pass an extraordinary resolution sanctioning the waiver of any event of default that may occur as a result of its planned demerger.

The early submission deadline was 11 a.m. ET on Sept. 9. The final deadline is 6 a.m. ET on Sept. 20, and the noteholder meetings will also be held on Sept. 22. The settlement date is expected to be Nov. 30.

As previously reported, holders who exchange notes will receive an equal amount of British pound-denominated 6.75% notes due 2020 issued by Chorus under its euro medium-term note program plus accrued interest.

As of the early deadline, holders had tendered for exchange £231 million total of the bonds.

Holders who exchanged prior to the early submission deadline will receive in cash an early exchange fee of £20.00 per £1,000 principal amount of 5.625% notes and £10.00 per £1,000 principal amount of 5.75% notes.

In addition, holders who submitted an early voting instruction in favor of the extraordinary resolution by the early submission deadline will receive an early voting fee of £5.00 per £1,000 principal amount of notes.

Holders who exchange will be deemed to have submitted a voting instruction in favor of the extraordinary resolution.

Holders must exchange a minimum of £100,000 of notes in order to participate in the exchange offer.

Questions may be directed to Mark Laing at GM Capital Markets (64 27 227 5890).

For the pound-denominated notes, the dealer manager is Citigroup Global Markets Ltd. (+44 0 207 986 8969 or liabilitymanagement.europe@citi.com), and the tabulation agent is Citibank, NA (+44 0 207 508 3867 or exchange.gats@citi.com).

For the franc-denominated notes, the dealer managers are Citigroup and Credit Suisse Securities (Europe) Ltd. (+44 20 7883 9198 or liability.management@credit-suisse.com). The Swiss proxy agent is Credit Suisse AG (+41 44 333 49 73 or +41 44 333 28 86), and the tabulation agent is Citibank.

The telecommunications company is based in Auckland, New Zealand.

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