RIO DE JANEIRO, May 19, 2015 /PRNewswire/ -- Oi S.A. ("Oi", Bovespa: OIBR3, OIBR4; NYSE: OIBR and OIBR.C), informs its shareholders and the market in general that, at an adjourned meeting of the holders of the Euro400,000,000 6.25% Notes due 2016 issued by PT Portugal, SGPS, S.A. (the "Issuer") and guaranteed by Oi (the "Notes") held on this date (as the initial meeting held on 4 May 2015 was adjourned due to being inquorate), at the Issuer's registered office, at Avenida Fontes Pereira de Melo, 40, in Lisbon, the Extraordinary Resolution relating to the Consent Solicitation has passed. Consent to the adoption of the Extraordinary Resolution was sought in accordance with the terms and conditions set out in the Consent Solicitation Memorandum dated 9 April 2015 (the "Consent Solicitation Memorandum"). This announcement should be read together with the Consent Solicitation Memorandum. Capitalized terms used in this announcement but not defined have the meanings given to them in the Consent Solicitation Memorandum.
Details of the aggregate principal amount of Notes represented at the adjourned meeting, including the proportion which was in favor of the Extraordinary Resolution, are set out below:
Amount of Notes |
Aggregate principal |
Aggregate principal |
Percentage in favor of |
Euro 400,000,000 |
Euro 185,261,000 |
Euro 176,961,000 |
95.78%(1) |
(1) An aggregate principal amount corresponding to €495,000 abstained from voting. This amount does not count for the purposes of determining the percentage in favor of the Extraordinary Resolution.
For Further Information
A description of the terms and conditions of the Consent Solicitation is set out in the Consent Solicitation Memorandum and in the announcements indicated above. Further details about the transaction can be obtained from:
SOLICITATION AGENTS
BofA Merrill Lynch Merrill Lynch International 2 King Edward Street London EC1A 1HQ United Kingdom |
Santander Global Banking & Markets Banco Santander Totta, S.A. Rua do Ouro, no 88 1100-063 Lisbon Portugal |
BESI Banco Espírito Santo de Investimento S.A. Rua Alexandre Herculano, 38 1269-161 Lisbon Portugal |
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Email: [email protected] |
Email: Telephone: +44 20 7756 6909 +351 21 370 43 60 Attention: Liability Management
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Email: [email protected] Telephone: + 351 21 319 6904 |
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TABULATION AGENT |
THE PRINCIPAL PAYING AGENT Email: ppapaym[email protected] Telephone: +3531622 2210 Attention: Principal Paying Agent |
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The Company will keep its shareholders and the market in general informed of any relevant subsequent events related to the topics discussed in this notice.
Rio de Janeiro, May 19, 2015.
Oi S.A.
Flavio Nicolay Guimaraes
Chief Financial Officer and Investor Relations Officer
Important Notice for U.S. Holders
The Consent Solicitation for the Notes is made for the securities of a non-U.S. company. The Consent Solicitation is subject to disclosure requirements in Portugal and the United Kingdom that are different from those of the United States of America.
It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws, since the Issuer and the Guarantor are located in foreign countries, and some or all of their officers and directors are residents of foreign countries. You may not be able to sue a foreign company or its officers and directors in a foreign court for violations of U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court's judgment.
SOURCE Oi S.A.
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