
Magyar Telecom B.V. (the "Company
Scheme Sanction Hearing
The Company is pleased to announce that a sanction hearing in relation to the Scheme will take place before Mr Justice David Richards no earlier than 10:30 a.m. on 29 November 2013, in Court 2 of the High Court of Justice in England and Wales at 7 Rolls Buildings, Fetter Lane, London EC4A 1NL, United Kingdom.
At the hearing, the Company will seek an order of the Court sanctioning the Scheme.
The explanatory statement dated 28 October 2013 (the "Explanatory Statement") in relation to the Scheme is available from the Company's information agent, Lucid Issuer Services Limited, whose contact details are provided below.
Exchange Solicitation
On 27 November 2013, the Company announced the extension of the Exchange Solicitation Deadline (as defined in the Explanatory Statement) in respect of its €345,000,000 Senior Secured Notes due 2016 (the "Existing Notes") until 5:00 p.m. London time on 28 November 2013 (the "Expiration Date"). On the Expiration Date, 90.70% of Existing Notes (excluding the Holdco Owned Notes as defined in the Explanatory Statement) have been tendered in the Exchange Solicitation, fulfilling one of the Exchange Solicitation Conditions (as defined in the Exchange Solicitation).
However, under the terms of the Exchange Solicitation, the Company is required to fulfil a number of other conditions, including the receipt by the Company of a confirmation from Her Majesty's Revenue and Customs ("HMRC") that the Restructuring Steps (as defined in the Explanatory Statement) required to effect the Exchange Solicitation would not result in a corporate tax liability (the "HMRC Condition"). Based on discussions with HMRC today, the Company believes that the HMRC Condition may not be fulfilled prior to the Longstop Date (as defined in the Explanatory Statement) and, as a result, the Company intends to implement the restructuring pursuant to the Scheme. It is noted that the restructuring consideration due to Note Creditors (as defined in the Explanatory Statement) is identical irrespective of whether the restructuring is implemented pursuant to the Scheme or the Exchange Solicitation.
Chapter 15 Hearing
Note Creditors are reminded that the hearing under Chapter 15 of the US Bankruptcy Code (the "Chapter 15 Hearing") will be held at 2:00 pm, New York time on 3 December 2013. Full notice of the Chapter 15 Hearing is attached in the appendix to this press release.
Contact Details
In case of any enquiries, please contact one of the advisers below:
Company Advisers | ||||
Houlihan Lokey (Europe) Limited Chris Foley Tel: +44 20 7747 2717 Email: cfoley@hl.com | White Case LLP Stephen Phillips Tel: +44 20 7532 1221 Email: sphillips@whitecase.com | |||
Information Agent | ||||
Lucid Issuer Services Limited Sunjeeve Patel Thomas Choquet Tel: +44 20 7704 0880 Email: invitel@lucid-is.com | ||||
Noteholder Group Advisers | ||||
Moelis Company Rohan Choudhary Tel: +44 20 7634 3660 Email: rohan.choudhary@moelis.com | Bingham McCutchen (London) LLP Tel: +44 20 7661 5430 Email: neil.devaney@bingham.com James Terry Tel: +44 20 7661 5310 Email: james.terry@bingham.com | |||
About Magyar Telecom B.V.
Magyar Telecom B.V. is a private company with limited liability incorporated in the Netherlands and registered at the Chamber of Commerce (Kamer van Koophandel) for Amsterdam with number 33286951 and registered as an overseas company at Companies House in the UK with UK establishment number BR016577 and its address at 6 St Andrew Street, London EC4A 3AE, United Kingdom (Telephone: +44 20 7832 8936, Fax: +44 20 7832 8950).
APPENDIX
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
In re | Chapter 15 | ||||
Magyar Telecom B.V., | Case No. 13-13508 (SHL) | ||||
Debtor in a Foreign Proceeding. | |||||
NOTICE OF FILING AND HEARING ON PETITION UNDER CHAPTER 15
OF THE UNITED STATES BANKRUPTCY CODE AND
MOTION FOR RELATED RELIEF
PLEASE TAKE NOTICE that on October 29, 2013, Nikolaus Bethlen (the "Petitioner"), in his capacity as the foreign representative in respect of a voluntary restructuring proceeding (the "UK Proceeding") concerning the Debtor currently pending before the Chancery Division (Companies Court) of the High Court of Justice of England and Wales, filed the Verified Petition for Recognition of Foreign Main Proceeding and Motion for Related Relief (together with the Form of Voluntary Petition, the "Petition") pursuant to chapter 15 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the "Bankruptcy Code"), with the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court
PLEASE TAKE FURTHER NOTICE that, among other things, the Petition seeks the entry of an order (i) recognizing the UK Proceeding as a foreign main proceeding pursuant to sections 1515 and 1517 of the Bankruptcy Code and (ii) granting related relief pursuant to sections 105(a), 1507(a), 1509(b)(2)-(3), 1521(a) and 1525(a) of the Bankruptcy Code giving full force and effect to a scheme of arrangement and related agreements concerning the Debtor.
PLEASE TAKE FURTHER NOTICE that the Bankruptcy Court has scheduled a hearing (the "Recognition Hearing") to consider the relief requested in the Petition for 2:00 p.m. (New York time) on December 3, 2013 in Room 701 of the United States Bankruptcy Court for the Southern District of New York, One Bowling Green, New York, New York.
Copies of the Petition and all accompanying documentation are available to parties in interest on the Bankruptcy Court's Electronic Case Filing System, which can be accessed from the Bankruptcy Court's website at http://www.nysb.uscourts.gov (a PACER login and password are required to retrieve a document) or upon written request to the Petitioner's counsel (including by facsimile or e-mail) addressed to:
WHITE CASE LLP or rgraham@whitecase.com
1155 Avenue of the Americas
New York, New York 10036-2787
Telephone: (212) 819-8200
Facsimile: (212) 354-8113
Attn: Richard A. Graham
PLEASE TAKE FURTHER NOTICE that any party in interest wishing to submit a response or objection to the Petition or the relief requested therein must do so in writing and in accordance with the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, and the Local Rules for the United States Bankruptcy Court for the Southern District of New York, setting forth the basis therefor, which response or objection must be filed electronically with the Court on the Court's electronic case filing system in accordance with and except as provided in General Order M-399 and the Court's Procedures for the Filing, Signing and Verification of Documents by Electronic Means (copies of each of which may be viewed on the Court's website at www.nysb.uscourts.gov) (and otherwise, on a compact disc (CD), preferably in Portable Document Format (PDF), Word Perfect or any other Windows-based word processing format, which CD shall be sent to the Office of the Clerk of the Court, One Bowling Green, New York, New York 10004-1408). A hard copy of any response or objection shall be sent to the Chambers of the Honorable Sean H. Lane, United States Bankruptcy Judge, One Bowling Green, New York, New York 10004-1408 and served upon White Case LLP (Attn: Abraham L. Zylberberg, Esq. and Richard A. Graham, Esq.), counsel to the Petitioner; and BINGHAM MCCUTCHEN LLP, 399 Park Avenue, New York, New York 10022-4682 (Attn: Ronald J. Silverman, Esq. and R. Jeffery Black, Esq.), U.S. counsel to the Ad Hoc Committee, so as to be received by no later than 4:00 p.m. (New York time), November 26, 2013
PLEASE TAKE FURTHER NOTICE that all parties in interest opposed to the Petition or the request for relief contained therein must appear at the Recognition Hearing at the time and place set forth above.
PLEASE TAKE FURTHER NOTICE that, at the Recognition Hearing, the Court may order the scheduling of a case management conference to consider the efficient administration of the case.
PLEASE TAKE FURTHER NOTICE that if no response or objection is timely filed and served as provided above, the Court may grant the relief requested in the Petition without further notice.
PLEASE TAKE FURTHER NOTICE the Recognition Hearing may be adjourned from time to time without further notice other than an announcement in open court, or a notice of adjournment filed with the Court, of the adjourned date or dates at the hearing or any other further adjourned hearing.
PLEASE TAKE FURTHER NOTICE that additional information and updates in respect of the UK Proceeding are available to Noteholders at www.lucid-is.com/invitel, which Noteholders should regularly monitor for such information, updates and notices of important events.
Dated: New York, New York
October 31, 2013
WHITE CASE LLP
By: /s/ Abraham L. Zylberberg
1155 Avenue of the Americas
New York, New York 10036-2787
Telephone: (212) 819-8200
Facsimile: (212) 354-8113
Abraham L. Zylberberg
Richard A. Graham
Attorneys for Nikolaus Bethlen as Foreign Representative
Contacts:
Company Advisers
Houlihan Lokey (Europe) Limited
Chris Foley
Tel: +44 20 7747 2717
Email: cfoley@hl.com
or
White & Case LLP
Stephen Phillips
Tel: +44 20 7532 1221
Email: sphillips@whitecase.com
or
Information Agent
Lucid Issuer Services Limited
Sunjeeve Patel Thomas Choquet
Tel: +44 20 7704 0880
Email: invitel@lucid-is.com
or
Noteholder Group Advisers
Moelis Company
Charles Noel-Johnson
Tel: +44 20 7634 3500
Email:charles.noel-johnson@moelis.com
or
Rohan Choudhary
Tel: +44 20 7634 3660
Email: rohan.choudhary@moelis.com
or
Bingham McCutchen (London) LLP
Neil Devaney
Tel: +44 20 7661 5430
Email: neil.devaney@bingham.com
or
James Terry
Tel: +44 20 7661 5310
Email: james.terry@bingham.com