28 Feb 2012 09:42
28 February 2012
To
The London Stock Exchange
10 Paternoster Square
London
EC4M 7LSDear Sirs
Announcement of Notice of receipt of RBI approval to the holders of US$180,000,000 2% Coupon Convertible Unsecured Bonds due 2012, convertible into Equity Shares of Subex Limited (formerly known as Subex Azure Limited) (the Bonds) of which US$39,000,000 in principal amount remain outstanding
ISIN: XS0289206285
We, Subex Limited, authorize London Stock Exchange (the LSE) to release the announcement of Notice of receipt of RBI approval to holders of the outstanding Bonds as provided or to be provided by ourselves or on our behalf to the LSE, in the form attached. All capitalized terms used but not defined in this letter have the meanings given to them in the attached Notice.
Yours faithfullyFor and on behalf ofSUBEX LIMITED
By:Name: Ramanathan JTitle: Vice President-Finance & Company Secretary
Enclosure:Notice to Bondholders dated 28 February 2012
THIS NOTICE IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY OR EXCHANGE ANY SECURITIES IN THE UNITED STATES OR IN ANY OTHER JURISDICTION.
THIS NOTICE OR ANY OTHER DOCUMENTS OR MATERIALS RELATING TO IT HAVE NOT BEEN SUBMITTED TO THE CLEARANCE PROCEDURES OF THE COMMISSIONE NAZIONALE PER LE SOCIETÀ E LA BORSA (CONSOB) PURSUANT TO ITALIAN LAWS AND REGULATIONS. THIS NOTICE IS CIRCULATED IN THE REPUBLIC OF ITALY UNDER THE EXEMPTION PURSUANT TO ARTICLE 101-BIS, PARAGRAPH 3-BIS OF THE LEGISLATIVE DECREE NO. 58 OF 24 FEBRUARY 1998, AS AMENDED (THE FINANCIAL SERVICES ACT) AND ARTICLE 35-BIS, PARAGRAPH 4, LETTER B) OF CONSOB REGULATION NO. 11971 OF 14 MAY 1999, AS AMENDED.
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF bondHOLDERS. IF bondHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD CONSULT THEIR OWN INDEPENDENT PROFESSIONAL ADVISERS IMMEDIATELY.
SUBEX LIMITED
(incorporated in the Republic of India with limited liability under the Indian Companies Act, 1956 with CIN L85110KA1994PLC016663)
(the Issuer)
NOTICE
to the holders of the
US$180,000,000 2% Coupon Convertible Unsecured Bonds due 2012, convertible into Equity Shares of Subex Limited (formerly known as Subex Azure Limited) (the Bonds)
of which US$39,000,000 in principal amount remain outstanding
ISIN: XS0289206285
We refer to the Notice of Meeting dated 13 February 2012 (the Notice of Meeting). Terms used in this Notice but not defined herein have the meaning given to them in the Notice of Meeting.
As described in the Notice of Meeting, the Issuer is only able to implement the Extraordinary Resolution if RBI approval has first been received.
In a letter from the RBI dated 23 February 2012, the Issuer received approval and written confirmation that the RBI has no objection to the proposed amendment of the definition of Maturity Date appearing in the terms and conditions of the Bonds and the terms and conditions of the 5% Bonds from, in each case, 9 March 2012 to 9 July 2012.
The conditions precedent listed in Clauses 3.1(d), (e) and (f) of the supplemental trust deed to be entered into by the Issuer and the Trustee in relation to the Bonds have therefore been met.
The Meeting remains scheduled to occur on 6 March 2012, and Bondholders are urged to take immediate action in accordance with the instructions set out in the Notice of Meeting should they wish the Extraordinary Resolution to be passed.
This notice is given by:
SUBEX LIMITED
28 February 2012