VF Ukraine noteholders pass extraordinary resolution at meeting

Chicago, Sept. 2 – VF Ukraine PJSC announced that a quorum was achieved and noteholders passed the extraordinary resolution the company had proposed at the meeting on Thursday regarding its consent solicitation for its $500 million 6.2% loan participation notes (ISINs: XS2114201622, US918212AA96), according to a notice.

The notes were issued through VFU Funding plc.

The payment of the consent fee is expected not later than five business days from Thursday.

As previously reported, the issuer was 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 wished to increase its flexibility and accordingly proposed 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.

VF also needed approval by the general meeting of shareholders to be held on Aug. 23. It was announced earlier that the company had the approval of the shareholders, and this condition has been satisfied.

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 early consent deadline was 11 a.m. ET on Aug. 25.

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

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) is the information and tabulation agent.

The mobile operator is based in Kiev, Ukraine.

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