IMPORTANT NOTICE IMPORTANT: You Must Read the Following Disclaimer Before Continuing
Total Page：16
File Type：pdf, Size：1020Kb
IMPORTANT NOTICE IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached offering circular (the ‘‘Offering Circular’’) and you are therefore advised to read this disclaimer page carefully before reading, accessing or making any other use of the attached Offering Circular. In accessing the attached Offering Circular, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from Bulgarian Telecommunications Company EAD (the ‘‘Issuer’’) or BTC Net EOOD, the guarantor as set forth in the attached Offering Circular (the ‘‘Guarantor’’) as a result of such access. Confirmation of Your Representation: In order to be eligible to view the attached Offering Circular or make an investment decision with respect to the securities, you must: (i) be a ‘‘qualified institutional buyer’’ (within the meaning of Rule 144A under the U.S. Securities Act of 1933, as amended (the ‘‘Securities Act’’)); or (ii) be a non-U.S. person (within the meaning of Regulation S under the Securities Act) and be outside the United States. You have been sent the attached Offering Circular on the basis that you have confirmed to each of the initial purchasers set forth in the attached Offering Circular (collectively, the ‘‘Initial Purchasers’’), being the sender or senders of the attached, that: (A) you and any customers you represent are either (i) ‘‘qualified institutional buyers’’ or (ii) not a U.S. person and the electronic mail (or e-mail) address to which it has been delivered is not located in the United States of America, its territories and possessions, any state of the United States and the District of Columbia; ‘‘possessions’’ include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands; and (B) you consent to delivery by electronic transmission. The materials relating to the offering contemplated by the attached Offering Circular do not constitute, and may not be used in connection with, an offer or a solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the Initial Purchasers or any affiliate of the Initial Purchasers is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the Initial Purchasers or such affiliate on behalf of the Issuer in such jurisdiction. Under no circumstances shall the attached Offering Circular constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The attached Offering Circular 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 transmission and, consequently, neither the Initial Purchasers nor any person who controls any Initial Purchasers nor the Issuer or the Guarantor nor any director, officer, employer, employee or agent of theirs, or affiliate of any such person, accepts any liability or responsibility whatsoever in respect of any difference between the Offering Circular distributed to you in electronic format and the hard copy version available to you on request from the Initial Purchasers. You are reminded that the attached Offering Circular has been delivered to you on the basis that you are a person into whose possession the attached Offering Circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not nor are you authorized to deliver this Offering Circular to any other person. You may not transmit the attached Offering Circular (or any copy of it or part thereof) or disclose, whether orally or in writing, any of its contents to any other person except with the consent of the Initial Purchasers. Restrictions: Nothing in this electronic transmission constitutes an offer of securities for sale in the United States or any other jurisdiction. Recipients of the attached Offering Circular who intend to subscribe for or purchase securities are reminded that any subscription or purchase may only be made on the basis of the information contained in the attached Offering Circular. Any securities to be issued will not be registered under the Securities Act and may not be offered or sold in the United States or to or for the account or benefit of U.S. persons (as such terms are defined in Regulation S under the Securities Act) unless registered under the Securities Act or pursuant to an exemption from such registration. This communication is directed solely at persons who (i) are outside the United Kingdom; (ii) are investment professionals, as such term is defined in Article 19(5) of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the ‘‘Financial Promotion Order’’); (iii) are persons falling within Article 49(2)(a) to (d) of the Financial Promotion Order; or (iv) are 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 or ‘‘FSMA’’) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as ‘‘relevant persons’’). The attached Offering Circular must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which the attached Offering Circular relates is available only to relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on the attached Offering Circular or any of its contents. OFFERING CIRCULAR CONFIDENTIAL 7NOV201305271240 BULGARIAN TELECOMMUNICATIONS COMPANY EAD E400,000,000 65⁄8% Senior Secured Notes due 2018 Bulgarian Telecommunications Company EAD, a single-shareholder joint stock company, incorporated under the laws of Bulgaria (the ‘‘Issuer’’ or the ‘‘Company’’), is offering (the ‘‘Offering’’) A400,000,000 in aggregate principal amount of its 65⁄8% Senior Secured Notes due 2018 (the ‘‘Notes’’). The maturity date of the Notes is November 15, 2018. The Issuer will pay interest on the Notes semi-annually in arrears on May 15 and November 15 of each year, commencing on May 15, 2014. The Issuer may redeem the Notes in whole or in part at any time on or after November 15, 2015 at the redemption prices specified in this offering circular (the ‘‘Offering Circular’’). Prior to November 15, 2015 some or all of the Notes may be redeemed at any time at a price equal to 100% of the principal amount thereof plus accrued and unpaid interest and additional amounts, if any, plus the applicable ‘‘make-whole’’ premium as described herein. Prior to November 15, 2015 the Issuer may redeem up to 10% of the Notes during each twelve- month period commencing on the Issue Date (as defined below) at a redemption price of 103% of the aggregate principal amount thereof plus accrued and unpaid interest and additional amounts, if any. Prior to November 15, 2015 the Issuer may also redeem up to 35% of the Notes using the proceeds of certain equity offerings at the redemption price specified herein. Additionally, the Issuer may redeem all, but not less than all, of the Notes upon the occurrence of certain changes in applicable tax law. In the event of a change of control or sale of certain of our assets, the Issuer may be required to make an offer to purchase the Notes. The Notes will be general obligations of the Issuer and will be guaranteed (the ‘‘Note Guarantee’’) on a senior secured basis by BTC Net EOOD, a limited liability company organized under the laws of Bulgaria (the ‘‘Guarantor’’). The Notes will rank equally in right of payment with all existing and future indebtedness of the Issuer that is not subordinated in right of payment to the Notes and will be senior in right of payment to all existing and future indebtedness of the Issuer that is subordinated in right of payment to the Notes. The Notes and the Note Guarantee will be secured as described in ‘‘Description of Notes—Security’’ (the ‘‘Collateral’’). The Collateral securing the Notes and the Note Guarantee also secures on a super priority basis the obligations of the Issuer and the Guarantor under the Revolving Credit Facility (as defined herein) and certain hedging obligations and may also secure additional debt in the future. The share capital of the Issuer will also secure on a junior priority basis obligations under the Equity Bridge (as defined herein) as more fully described elsewhere in this Offering Circular. The Note Guarantee and the security interests will be subject to contractual, legal and regulatory limitations and may be released under certain circumstances. This Offering Circular includes information on the terms of the Notes and the Note Guarantee, including redemption and purchase prices, security, covenants and transfer restrictions. This Offering Circular has been approved by the Central Bank of Ireland, as competent authority under Directive 2003/71/EC (the ‘‘Prospectus Directive’’) as amended (which includes the amendments made by Directive 2010/73/EU to the extent that such amendments have been implemented in a relevant Member State of the European Economic Area. The Central Bank of Ireland only approves this Offering Circular as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. This Offering Circular comprises a prospectus for the purposes of the Prospectus Directive. There is currently no public market for the Notes.