Important Notice
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IMPORTANT NOTICE IMPORTANT: You must read the following disclaimer before continuing. The notice on this page applies to the Exchange Offer and Consent Solicitation Memorandum (the “Memorandum”) following this Notice, whether received by email or otherwise received as a result of electronic communication and you are therefore advised to read this page carefully before reading, accessing or making any other use of the Memorandum. In reading, accessing or making any other use of the Memorandum, you agree to be bound by the terms and conditions on this page, including any modifications to them from time to time and any information you receive from us at any time. THIS DOCUMENT (WHICH EXPRESSION WHEN USED IN THIS NOTICE INCLUDES THE MEMORANDUM) IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the contents of the Memorandum or the action you should take, you are recommended to seek your own financial and legal advice, including in respect of any tax consequences. Confirmation of your representations: You have been sent the Memorandum at your request and on the basis that you have confirmed to D.F. King Limited (the “Information Agent”), The Bank of New York Mellon (the “Settlement and Tabulation Agent”), Credit Suisse International (formerly Credit Suisse First Boston International) (the “2015 Issuer”), Kyiv Finance plc (the “2016 Issuer” and together with the 2015 Issuer, the “Issuers” and each an “Issuer”) and the Department of Finance of the Executive Body of the Kyiv City Council (Kyiv City State Administration) (the “Offeror”) acting pursuant to authority granted by the Kyiv City Council, a legal entity under the laws of Ukraine (the “City Council”) that: (a) you are a holder or a beneficial owner of certain of (i) the U.S.$250,000,000 8 per cent. Loan Participation Notes due 2015 (the “2015 Notes”) or (ii) the U.S.$300,000,000 9.375 per cent. Loan Participation Notes due 2016 (the “2016 Notes”), which were issued by the 2015 Issuer and the 2016 Issuer, respectively, for the sole purpose of funding certain loans to the City Council; (b) you shall not pass on the Memorandum to third parties or otherwise make the Memorandum publicly available; (c) you are not a person to whom it is unlawful to send the Memorandum, to make an invitation to tender securities for exchange or (with respect to the 2016 Notes only) to solicit consents in respect of the proposed exchange of securities described in the Memorandum (the “Proposed Exchange”) under any other applicable law or regulation; (d) you consent to delivery of the Memorandum and any amendments or supplements thereto by electronic transmission to you; and (e) you have understood and agree to the terms set forth herein. THE MEMORANDUM HAS NOT BEEN FILED WITH OR REVIEWED BY ANY SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY COUNTRY, NOR HAS ANY SUCH COMMISSION OR AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND MAY BE A CRIMINAL OFFENCE IN THE RELEVANT COUNTRY. You are reminded that the Memorandum has been delivered to you on the basis that you are a person into whose possession the Memorandum may lawfully be delivered in accordance with the laws of the jurisdiction in which you are located and/or resident and you may not, nor are you authorised to, deliver the Memorandum, electronically or otherwise, to any other person. The distribution of the Memorandum in certain jurisdictions may be restricted by law and persons into whose possession the Memorandum comes are requested to inform themselves about, and to observe, any such restrictions. No action has been or will be taken in any jurisdiction in relation to the Proposed Exchange that would permit a public offering of securities. Nothing in the Memorandum constitutes an offer of securities for sale in: (a) the United States; (b) Belgium (other than (i) to persons which are “qualified investors” in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets as amended from time to time (the Belgian Prospectus Law), acting on their own account; or (ii) in any other circumstances set out in Article 6, §4 of Belgian Law of 1 April 2007 on public takeover bids and Article 3, §4 of the Belgian Prospectus Law); (c) France (other than to (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d’investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals, acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier); (d) Italy (other than (i) to qualified investors (investitori qualificati) as defined pursuant to and within the meaning of Article 100 of the Financial Services Act and article 34-ter, paragraph 1, letter (b) of CONSOB Regulation No. 11971 of 14 May 1999, as amended from time to time (the Issuers’ Regulation) acting on their own account or (ii) in any other circumstances where an express exemption from compliance with the restrictions on public purchases or exchange offers applies pursuant to the Financial Services Act or the Issuers’ Regulation); (e) the United Kingdom (other than to (i) persons having professional experience in matters relating to investments falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended)) or (ii) any other persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated); or (f) a person in any other jurisdiction in which such offer would be unlawful. The materials relating to the Proposed Exchange do not constitute, and may not be used in connection with, an exchange offer or consent solicitation in any place where exchange offers or consent solicitations are not permitted by law. The Memorandum has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic communication and consequently none of the Information Agent, the Settlement and Tabulation Agent, the Offeror, Ukraine, represented by the Minister of Finance of Ukraine acting upon instructions of the Cabinet of Ministers of Ukraine, (“Ukraine”), the Issuers, the Principal Paying Agent, the Registrars, the Paying Agent, the Trustee, the Sovereign Trustee or the Sovereign Agents (each as defined in the Memorandum) or any person who controls such person, or, in each case, any director, officer, employee or agent of any such person or any affiliate of any such person, accepts any liability or responsibility whatsoever in respect of any differences or discrepancies between the Memorandum distributed to you in electronic format and the hard copy version available to you on request from the Information Agent. THE MEMORANDUM MAY NOT BE DOWNLOADED, FORWARDED OR DISTRIBUTED, IN WHOLE OR IN PART, TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER THAT WOULD BE IN CONTRAVENTION OF ANY APPLICABLE LAWS. FAILURE TO COMPLY WITH THIS REQUIREMENT MAY RESULT IN A VIOLATION OF THE APPLICABLE LAWS AND REGULATIONS OF THE RELEVANT JURISDICTIONS. Restrictions: Nothing in this electronic transmission constitutes an offer to buy or the solicitation of an offer to sell securities in any jurisdiction in which such offer or solicitation would be unlawful. The Proposed Exchange is subject to offer and distribution restrictions in, amongst other jurisdictions, the United States, the United Kingdom, Italy, Belgium and France. The distribution of the Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the Memorandum comes are required by each of Ukraine, the Issuers, the Offeror, the Settlement and Tabulation Agent, and the Information Agent to inform themselves about, and to observe, any such restrictions. See also “Issue and Resale Restrictions” in the Memorandum. THIS EXCHANGE OFFER AND CONSENT SOLICITATION MEMORANDUM IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. This exchange offer and consent solicitation memorandum (as may be further amended or supplemented from time to time) (the “Memorandum”) contains important information which should be read carefully before any decision is made with respect to the Proposed Exchange (as defined below). If you are in any doubt as to the action you should take you are recommended to seek your own financial and legal advice, including as to any tax consequences, from your stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Existing Notes (as defined below) are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Proposed Exchange. INVITATION BY The City of Kyiv acting through the Department of Finance of the Executive Body of the Kyiv City Council (Kyiv City State Administration) (the “Offeror”) acting pursuant to authority granted by the Kyiv City Council (the “Borrower” or the “City Council”) to the holders of: U.S.$250,000,000 8 per cent. Loan Participation Notes due 2015 (the “2015 Notes”) issued by Credit Suisse International (formerly Credit Suisse First Boston International) (the “2015 Issuer”) ISIN (Reg S): XS0233620235 Common Code (Reg S): 023362023 Swiss Security Number (Reg S): 2319106 ISIN (Rule 144A): US225407AA34 Common Code (Rule 144A): 023370565 Swiss Security Number (Rule 144A): 2318991 CUSIP (Rule 144A): 552407AA3 and U.S.$300,000,000 9.375 per cent.