MHP SE Announces Results Of Its Consent Solicitation

LONDON, Oct. 15, 2018 /PRNewswire/ -- MHP SE (the "Company") today announces the results of its consent solicitation (the "Consent Solicitation") to seek the consent of holders (the "Holders") of the outstanding U.S.$79,417,000 8.25% Notes due 2020 issued by the Company (Regulation S Notes: Common Code 078395044/ ISIN USL6366MAC75/ CUSIP L6366MAC7; Rule 144A Notes: Common Code 078395079/ ISIN US55302TAC99/ CUSIP 55302TAC9) (the "Notes") pursuant to an indenture dated as of April 2, 2013 (as supplemented by a supplemental indenture dated as of March 8, 2016), between the Company, Citibank, N.A., London Branch, as trustee (the "Trustee"), transfer agent, paying agent and exchange agent, Citigroup Global Markets Europe AG (formerly known as Citigroup Global Markets Deutschland AG), as registrar (the "Registrar") and Deutsche Bank Trust Company Americas (the "Note Security Agent") (the "Indenture") to certain proposed amendments (the "Amendments") to the Indenture and the Notes (such solicitation, as may be amended from time to time.

The Consent Solicitation and the Amendments were announced on September 20, 2018, and were made on the terms and subject to the conditions contained in the Consent Solicitation Memorandum prepared by the Company dated September 20, 2018 (the "Consent Solicitation Memorandum"). Capitalized terms used but not otherwise defined in this announcement have the meanings given in the Consent Solicitation Memorandum.

Pursuant to an announcement on October 5, 2018, the Consent Expiration Date was amended to be 5:00 p.m. (New York time) on October 12, 2018 (the "New Expiration Time"), the Consent Settlement Date was amended to be October 17, 2018 (the "New Consent Settlement Date") and the amount of the Consent Payment was amended to be U.S.$10.00 for each U.S.$1,000 in principal amount of the Notes (the "New Consent Payment").

The Company now announces that the Requisite Consents of the Holders to implement the Amendments were obtained before the New Expiration Time and the Effective Time occurred at 5:00 p.m. New York City time on October 12, 2018. The Amendments will be implemented by way of execution of the Supplemental Indenture on October 15, 2018, provided that the Amendments shall not become effective until the New Consent Settlement Date.

The New Consent Payments will be paid by the Company on the New Consent Settlement Date which will take place on October 17, 2018. The obligation of the Company to pay the New Consent Payment will be discharged by depositing with DTC the amount of cash necessary to pay the New Consent Payment in respect of all Consents validly received and not revoked on or prior to the New Expiration Time.

The Notes in relation to which Consents were delivered pursuant to the Consent Solicitation will be unblocked as soon as practicable as described in the Consent Solicitation Memorandum, but no later than three business days after the New Expiration Time.

Requests for all information in relation to the Consent Solicitation should be directed to:

The Solicitation Agent

J.P. Morgan Securities plc

25 Bank Street
Canary Wharf
London
E14 5JP
United Kingdom
Attention: Liability Management
Telephone: +44 (0) 207 134 2468
Email: [email protected]

The Information and Tabulation Agent

D.F. King Ltd.
Email: [email protected]
Website: https://sites.dfkingltd.com/mhp

Neither this announcement nor the Consent Solicitation Memorandum constitutes or forms part of, and should not be construed as, an offer for sale or subscription of, or a solicitation of any offer to buy or subscribe for, any securities of the Company or any other entity in any jurisdiction.

The distribution of this announcement and the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Consent Solicitation Memorandum comes are required by the Company, the Solicitation Agent and the Information and Tabulation Agent to inform themselves about, and to observe, any such restrictions. This announcement and any materials relating to the Consent Solicitation do not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offers or solicitations are not permitted by law.

The Consent Solicitation Memorandum and any documents or materials relating to the Consent Solicitation will not be distributed, released, published, communicated, advertised or disseminated, whether directly or indirectly, to the information distribution channels or to the public in Cyprus.

Note: This announcement contains "regulated information" for the purposes of the EU Transparency Directive (Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004) and the Cyprus Transparency Law (Law No. 190(I)/2007). In addition, the European Union Market Abuse Regulation (Regulation EU 596/2014 of the European Parliament and of the Council of 16 April 2014) requires the Company to disclose that this announcement contains "inside information", as defined in the European Union Market Abuse Regulation.

Please address any questions or concerns to:
Anastasiya Sobotyuk
Director of IR
+38 044 207 00 70
+38 050 339 29 99
[email protected]

SOURCE MHP SE