It is intention of SE NNEGC Energoatom to discuss the matters of legal support for the fund-raising in international capital market, which the Company will perform by issuing the Loan Participation Notes (the “LPN”) through a Special Purpose Entity (the “SPV”) with listing at London Stock Exchange, based on Regulation S and/or 144А Rule in accordance with the U.S. Securities Act of 1933.
These services, which include legal advices on English law, U.S. Federal securities law (in case of Rule 144А issue) and Ukrainian law, will involve:
- Preparing the Offering Memorandum (the “OM”), other than the terms and conditions, which will be prepared by the Lead Manager Counsel (the “LM Counsel”) who will prepare the first draft of respective sections of the OM, which the Borrower Counsel will incorporate into the OM.
- Participating in preparation of and negotiations, on behalf of the Borrower, on draft transaction documents (their first draft will be prepared by the LM).
- Arranging for the interaction with a Stock Exchange and the Listing Agent appointed by the Issuer.
- Reviewing and commenting on the documentation the LM Counsel has prepared for the issue.
- Providing legal consultations in the process of internal and external approvals required.
- Delivery of standard "10b-5" disclosure letters and no registration opinion on the closing of the issue.
- Conducting the legal "due diligence" of the Borrower.
- Preparing the required legal opinions with respect to Ukrainian laws, and laws of other jurisdictions if applicable (English and U.S. federal securities laws (in case of Rule 144А Issue)).
- Checking the roadshow presentations, prepared by the LM, for compliance with the OM.
- Legal support to the Issuer in setting up the SPV (special purpose entity) as required for the LPN structure.
- Legal assistance to the Issuer in any other legal issues, which customary emerge during the offering.
In addition, we draw your attention to the following.
Two options of bond issue are proposed for consideration:
- Bonds will be placed and sold exclusively outside the USA, based on Regulation S
- Bonds will be placed in locations including the U.S. territory, based on Rule 144А.
Services of an advisor in international laws will be limited to English law applicable in the sphere of securities regulation. For the second option, which provides for the bond placement also covering the U.S. territory, based on Rule 144А, the services will be limited to the laws of New York and applicable U.S. federal securities laws.
The duration of project is expected not to exceed six months taking account of weekends and holidays.
Deliverables to be prepared in connection with the service rendered shall comply, in their format and content, with the deliverables, which are customary prepared under similar projects.
During the meeting, an additional topic will be addressed concerning the required number of persons who should be engaged in rendering the above-mentioned services, their skills & knowledge level and their working experience.
Also, we kindly request you to notify us of the possibility of our further cooperation, bearing in mind that the Contract for Legal Services shall be executed in accordance with the Law of Ukraine On Public Procurement.
The round table meeting will be held on 21 November 2019, commencing 11.00 am, at SE NNEGC Energoatom offices located at 3 Nazarivska Street, Kyiv 01032.
You are kindly requested to send us by November 19, 2019, at the latest, the names of persons who will attend the meeting. That information should be sent to the attention of
Ms. Maryna Kovalenko at – firstname.lastname@example.org; and
Ms.Hanna Zaets-Bersenyeva – email@example.com.