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
outstanding in respect of
the adjourned meeting
|
Aggregate principal
amount represented at
adjourned meeting
|
Aggregate principal
amount in favor of the
Extraordinary Resolution
|
Percentage in favor of
the Extraordinary
Resolution
|
|
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
|
|
Email:
kulwant.bhatti@baml.com
Telephone: +44 207 995 2929
Attention: Kulwant Bhatti
|
Email:
tommaso.grospietro@santandergbm.com and
ptconsent@santandergbm.com
Telephone: +44 20
7756 6909
+351 21 370 43
60
Attention:
Liability Management
|
Email:
dcm@espiritosantoib.pt
Telephone: + 351 21
319 6904
Attention: Capital Markets Division
|
|
TABULATION
AGENT
Lucid Issuer Services Limited
Leroy House
436 Essex Road
London N1 3QP
United Kingdom
Email: pt@lucid-is.com
Telephone: +44 (0)20 7704 0880
Attention: Yves Theis / Thomas Choquet
|
THE PRINCIPAL
PAYING AGENT
Citibank N.A.
13th Floor Citigroup Centre
Canada Square, Canary Wharf
London E14 5LB
United Kingdom
Email:
ppapayments@citi.com
Telephone: +3531622
2210
Attention: Principal
Paying Agent
|
|
|
|
|
|
|
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.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/oi-announces-result-of-pt-portugal-bondholder-meeting-300085576.html
SOURCE Oi S.A.
