Consent Solicitation Initiated by Emis Finance B.V.
On July 9, 2025, at the request of specific noteholders, Emis Finance B.V. launched a consent solicitation concerning its Loan Participation Notes. The purpose of this solicitation is to consider important proposals that could have significant implications for how the bonds are administered and paid. This move, announced by the law firm Cleary Gottlieb Steen & Hamilton LLP, aims to address concerns related to the role of the current trustee and principal paying agent for the Notes.
Background on the Notes
The Notes in question consist of two series:
- - Series LPN-26: U.S.$50,000,000 worth of 8.75% Loan Participation Notes due November 7, 2022 (ISIN XS1907535576).
- - Series LPN-31: U.S.$50,000,000 worth of 9.50% Loan Participation Notes due October 15, 2024 (ISIN XS222841175).
Both sets of notes were issued primarily to finance a loan to ABH Ukraine Limited, demonstrating their importance not only to the issuer but also to the broader financial framework they support.
Proposed Changes
The consent solicitation invites current holders of these Notes to consider several key changes that could enhance governance and operational efficiency. The primary proposals include:
1.
Removal of BNY Mellon Corporate Trustee Services Limited as Trustee.
2.
Removal of The Bank of New York Mellon as the Principal Paying Agent.
3.
Appointment of GLAS Trustees Limited as the new Trustee.
4.
Appointment of GLAS Trust Company LLC as the new Principal Paying Agent.
These changes aim to improve the management of the Notes and ensure better service delivery for the noteholders, responding to their requests for enhanced oversight and support.
Participation Instructions
Holders of the Notes interested in participating in the consent solicitation are encouraged to visit the dedicated website at https://glas.agency/investor_reporting/emis-finance-b-v/ where they can register to receive detailed information on the proposed changes. Detailed terms and conditions relevant to the consent solicitation are outlined in the memorandum available at that website.
Importance of Governance
Such a move underscores the critical nature of governance within financial instruments. Changing trustees and agents can reflect the noteholders' desire for improved oversight, better efficiency, and a more aligned stakeholder approach in handling financial matters. Engaging with capable trustees and paying agents can play a significant role in maintaining integrity in the financial markets, which is critical for building investor confidence.
Firm Insights
Additional details regarding this solicitation can be obtained through GLAS Specialist Services Limited, located at 55 Ludgate Hill, Level 1, West, London, England. They can be contacted at [email protected] or by phone at +44 (0)20 3597 2940.
In summary, this consent solicitation initiated by Emis Finance B.V. marks an important step in reassessing the governance of its financial instruments. As it opens the door for potential changes that align more closely with noteholders' desires, it reiterates the significant impact of trustee and paying agent appointments on financial administration. Stakeholders are keenly encouraged to engage in this process as the outcome may lead to tangible improvements in the management of their investments.