AS 4Finance US$ 170.0 Million 13.0 Per Cent. Senior Notes Due 2015
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NOT FOR GENERAL DISTRIBUTION IN THE UNITED STATES LISTING PARTICULARS AS 4finance (joint stock company incorporated in Latvia) US$ 170.0 million 13.0 per cent. Senior Notes due 2015 Guaranteed on a senior basis by certain of its subsidiaries Issue Price: 100.0 per cent. AS 4finance (the “Issuer”) is issuing US$ 170.0 million 13.0 per cent. senior notes due 2015 (the “Notes”) (the “Offering”). Interest on the Notes will accrue from 31 July 2013 at a rate of 13.0 per cent. per annum on the outstanding principal amount of the Notes and will be payable quarterly in arrear on 31 October, 31 January, 30 April and 31 July in each year, beginning on 31 October 2013. Unless previously redeemed or repurchased and cancelled as described under “Terms and Conditions of the Notes”, the Notes will mature on 31 January 2015 (the “Maturity Date”). The Notes constitute direct, general, unconditional, unsubordinated and (subject to Condition 5 (Negative Pledge and Other Covenants)) unsecured obligations of the Issuer. The due and punctual payment of all amounts due at any time on or in respect of the Notes will be unconditionally and irrevocably guaranteed on a joint and several basis (each, a “Guarantee” and together, the “Guarantees”) by certain of the subsidiaries of the Issuer (each, a “Guarantor” and together, the “Guarantors”). The Notes will at all times rank pari passu in right of payment with all other present and future unsecured obligations of the Issuer and senior to all its existing and future subordinated debt. The Guarantees will rank pari passu with all of the Guarantors’ existing and future unsecured senior debt, and senior to all of their existing or future subordinated debt. Payments on the Notes will be made without withholding or deduction for, or on account of, any withholding taxes imposed by Latvia, and payments on each Guarantee will be made without withholding or deduction for, or on account of any withholding taxes imposed by the jurisdiction of incorporation of the relevant Guarantor, to the extent described in “Terms and Conditions of the Notes” herein. In certain limited circumstances under current Latvian tax law and the current tax laws of certain of the Guarantors’ jurisdictions as more fully described in “Risk Factors” and “Taxation” in these Listing Particulars, withholding tax on interest payments to certain types of investors may apply. The Issuer and the Guarantors, as applicable, will undertake to pay such additional amounts as will result in the receipt by Noteholders of such amounts as would have been received by them if no such withholding had been required. The Notes are subject to redemption in whole, but not in part, at their principal amount, together with accrued interest, at the option of the Issuer at any time on any Interest Payment Date in the event of certain changes affecting taxes of Latvia. See “Terms and Conditions of the Notes – Redemption and Purchase”. Holders of the Notes may cause the Issuer to redeem the Notes at a redemption price equal to 101 per cent. of the outstanding principal amount thereof, plus accrued and unpaid interest, if the Issuer undergoes specific kinds of changes of control as described under “Terms and Conditions of the Notes – Redemption and Purchase”. Investing in the Notes involves a high degree of risk. See “Risk Factors” beginning on page 7. The Notes will be offered and sold in offshore transactions outside the United States in reliance on Regulation S (“Regulation S”) under the US Securities Act of 1933, as amended (the “Securities Act”). NEITHER THE NOTES NOR THE GUARANTEES HAVE BEEN NOR WILL BE REGISTERED UNDER THE SECURITIES ACT, OR ANY STATE SECURITIES LAW, AND THE NOTES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY US PERSON (AS SUCH TERMS ARE DEFINED IN REGULATION S), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. This document constitutes the listing particulars (the “Listing Particulars”). Application has been made to the Irish Stock Exchange for the approval of these Listing Particulars. Application has been made to the Irish Stock Exchange for the Notes to be admitted to the Official List and trading on the Global Exchange Market which is the exchange regulated market of the Irish Stock Exchange. The Global Exchange Market is not a regulated market for the purposes of Directive 2004/39/ EC of the European Parliament and of the Council on markets in financial instruments. There is no assurance that a trading market in the Notes will develop or be maintained. Reference to the Notes being “listed” (and all related references) shall mean that such Notes have been admitted to trading on the Global Exchange Market. The Notes will be issued in registered form in minimum denominations of US$ 200,000 and integral multiples of US$ 1,000 in excess thereof. The Notes will be represented by a global registered note certificate (the “Global Certificate”) which will be registered in the name of BT Globenet Nominees Limited as nominee for and deposited with a common depositary for Euroclear Bank SA/NV (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) on or around 31 July 2013 (the “Closing Date”). Definitive note certificates (the “Definitive Note Certificates”) evidencing holdings of Notes will be available only in certain limited circumstances. See “Summary of Provisions Relating to the Notes in Global Form”. Placement Agent Standard Bank The date of these Listing Particulars is 29 July 2013 The Issuer and the Guarantors accept responsibility for the information contained in these Listing Particulars and confirm that, to the best of their knowledge (having taken all reasonable care to ensure that such is the case), the information contained in these Listing Particulars is in accordance with the facts and does not omit anything likely to affect the import of such information. Neither the Placement Agent nor any of its directors, affiliates, advisers or agents has independently verified the information contained in these Listing Particulars in connection with the issue or offering of the Notes and no representation or warranty, express or implied, is made by the Placement Agent or any of its directors, affiliates, advisers or agents with respect to the accuracy or completeness of such information. Nothing contained in these Listing Particulars is to be construed as, or shall be relied upon as, a promise, warranty or representation, whether to the past or the future, by the Placement Agent or any of its respective directors, affiliates, advisers or agents in any respect. The contents of these Listing Particulars are not, are not to be construed as, and should not be relied on as, legal, business or tax advice and each prospective investor should consult its own legal and other advisers for any such advice relevant to it. No person is authorised to give any information or make any representation not contained in these Listing Particulars in connection with the issue and offering of the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by any of the Issuer, the Guarantors, Deutsche Trustee Company Limited (the “Trustee”) or Standard Bank Plc (the “Placement Agent”) or any of their directors, affiliates, advisers or agents. The delivery of these Listing Particulars does not imply that there has been no change in the business and affairs of the Issuer or the Guarantors since the date hereof or that the information herein is correct as of any time subsequent to its date. These Listing Particulars do not constitute an offer to sell or a solicitation of an offer to buy the Notes by any person in any jurisdiction where it is unlawful to make such an offer or solicitation. The distribution of these Listing Particulars and the offer or sale of the Notes in certain jurisdictions is restricted by law. These Listing Particulars may not be used for, or in connection with, and does not constitute, any offer to, or solicitation by, anyone in any jurisdiction or under any circumstance in which such offer or solicitation is not authorised or is unlawful. In particular, these Listing Particulars do not constitute an offer of securities to the public in the United Kingdom. No Listing Particulars have been or will be approved in the United Kingdom in respect of the Notes. Consequently this document is being distributed only to, and is directed at: (a) persons who have professional experience in matters relating to investments falling within article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (b) high net worth entities falling within article 49(2) (a) to (e) of the Order (all such persons together being referred to as “relevant persons”). Any person who is not a relevant person should not act or rely on this document or any of its contents. Persons into whose possession these Listing Particulars may come are required by the Issuer, the Guarantors and the Placement Agent to inform themselves about and to observe such restrictions. Further information with regard to restrictions on offers, sales and deliveries of the Notes and the distribution of these Listing Particulars and other offering material relating to the Notes is set forth under “Subscription and Sale” and “Summary of Provisions Relating to the Notes in Global Form”. The language of the Listing Particulars is English. Certain legislative references and technical terms have been cited in their original language in order that the correct technical meaning may be ascribed to them under applicable law.