SOURCE: Majapahit Holding B.V./ PLN

November 02, 2011 08:15 ET

MAJAPAHIT HOLDING B.V./ Perusahaan Listrik Negara Consent Solicitation IIIA Announcement

AMSTERDAM, THE NETHERLANDS--(Marketwire - Nov 2, 2011) - Majapahit Holding B.V. (the "Issuer" and a wholly-owned subsidiary of Perusahaan Perseroan (Persero) PT Perusahaan Listrik Negara ("PLN")), commences a consent solicitation on its outstanding 7.75% Guaranteed Notes due 2016 (144A - CUSIP 56068TAB3; ISIN US56068TAB35) (Regulation S - CUSIP N54360AB3; ISIN USN54360AB30) (the "2016 Notes"), 7.250% Guaranteed Notes due 2017 (144A - CUSIP 56068TAC1; ISIN US56068TAC18) (Regulation S - CUSIP N54360AC1; ISIN USN54360AC13) (the "2017 Notes") and 7.875% Guaranteed Notes due 2037 (144A - CUSIP 56068TAD9; ISIN US56068TAD90) (Regulation S - CUSIP N54360AD9; ISIN USN54360AD95) (the "2037 Notes").

The Issuer proposes to amend the definition of "Capitalized Lease" in the Indentures governing the 2016 Notes, 2017 Notes and 2037 Notes (the "Indentures") to exclude from the definition of "Capitalized Lease" any concession, deed, contract, agreement or other arrangement relating to or in connection with the provision, supply or sale or receipt, procurement or purchase of power or electricity entered into by PLN or any of its Subsidiaries with independent power producers or other providers or producers of power or electricity, which is treated as a lease required to be capitalized for financial reporting purposes in accordance with Indonesian GAAP, whether as a result of the adoption of the Revised Statements of Financial Accounting Standards (PSAK) No. 30 or any similar, related or other standard or pronouncement or any application or interpretation thereof. The Proposed Amendments would conform the definition of "Capitalized Lease" in the Indentures to the comparable definition under the indentures governing the other outstanding notes of the Issuer, which are also guaranteed by PLN, including the notes due 2019 and 2020.

The Issuer is offering a consent fee of US$2.50 for each US$1,000 principal amount of the 2016 Notes, 2017 Notes and 2037 Notes. The Consent Solicitation will expire at 5:00pm New York time on Tuesday, November 15, 2011, unless earlier terminated or extended.

The Issuer has engaged Barclays Capital and Citi as joint solicitation agents for the Consent Solicitation. Questions regarding the Consent Solicitation should be directed to Barclays Capital (London: +44 20 7773 8990; Hong Kong: +852 2903 2719; New York +1 212 528 7581) and Citi (London: +44 20 7986 9000; Hong Kong +852 2501 2552; New York +1 212 723 6108). Requests for documentation in connection with the Consent Solicitation may be directed to Madge Hollis of Bondholder Communications Group, LLC as the Information and Tabulation Agent at +1 212 809 2663 or +44 207 382 4580 or by visiting the solicitation website at www.bondcom.com/pln.

This announcement is not a solicitation of consent with respect to any securities. The Consent Solicitation is being made solely by the Consent Solicitation Statements and related documents, dated November 1, 2011, which set forth the complete terms of the Consent Solicitation. Restrictions on the Consent Solicitation apply as described in the Consent Solicitation Statement

This announcement is not an offer of securities for sale in the United States or elsewhere. No securities of the Issuer or PLN are being registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and no such securities may be offered or sold in the United States unless registered under the Securities Act or pursuant to an exemption from such registration. No public offering of securities is being made in the United States or elsewhere.