SOURCE: National Agricultural Cooperative Federation

January 23, 2012 06:23 ET

National Agricultural Cooperative Federation Announces Consent Solicitation for the Holders of Certain Notes Issued Under Its U.S.$8,000,000,000 Global Medium Term Note Programme

SEOUL, KOREA--(Marketwire - Jan 23, 2012) - National Agricultural Cooperative Federation ("NACF" or the "Company") today announced that it has commenced a solicitation of consents (the "Consent Solicitation") from holders of the Company's US$400,000,000 5.55% notes due 2012 (ISIN: XS0325787561), US$180,000,000 8.50% notes due 2014 (ISIN: XS0412097478), US$500,000,000 5.00% notes due 2014 (Rule 144A notes ISIN: US63243NAA28, CUSIP: 63243NAA2, Regulation S notes ISIN: US63243MAA45, CUSIP: 63243MAA4), US$500,000,000 4.25% notes due 2016 (Rule 144A notes ISIN: US63243NAB01, CUSIP: 63243NAB0, Regulation S notes ISIN: US63243MAB28, CUSIP: 63243MAB2), US$500,000,000 3.50% notes due 2017 (Rule 144A notes ISIN: US63243NAC83, CUSIP: 63243NAC8, Regulation S notes ISIN: US63243MAC01, CUSIP: 63243MAC0), HKD230,000,000 4.80% notes due 2012 (ISIN: XS0378237837), HKD250,000,000 4.56% notes due 2013 (ISIN: XS0363626267), SGD50,000,000 1.10% notes due 2012 (ISIN: XS0644411752), SGD38,000,000 zero coupon notes due 2012 (ISIN: XS0644991498), or SGD40,000,000 1.27% notes due 2013 (ISIN: XS0656071239), each issued under its U.S.$8,000,000,000 Global Medium Term Note Programme (each a "Series" and together the "Notes") to approve, by an extraordinary resolution (the "Extraordinary Resolution"), proposals (the "Proposals") in connection with the reorganization plan to be implemented by the Company pursuant to the amended National Agricultural Cooperative Federation Act adopted on March 31, 2011, which is due to take effect on March 2, 2012. The Proposals will be voted at a meeting (the "Meeting") of the holders of all Series of Notes (the "Noteholders"), which will be held at 5:00 p.m. (London time) on February 14, 2012 at the office of Clifford Chance LLP, 10 Upper Bank Street, London E14 5JJ, United Kingdom. If a quorum for the Meeting is not established for any reason, the Meeting shall be adjourned for 14 days and the adjourned meeting (the "Adjourned Meeting") will be held on February 29, 2012 at such place and time as the chairman of the Meeting may designate. The quorum for the Meeting will require the presence by one or more persons holding Notes representing in the aggregate not less than 50% in the nominal principal amount of all Series of Notes for the time being outstanding, and the quorum for the Adjourned Meeting will require the presence by one or more persons holding any Notes (whatever the principal amount of such Notes). To approve the Extraordinary Resolution, a majority consisting of not less than 75% of the votes given must vote in favor of it.

Subject to satisfaction of certain conditions (including, among others, approval of the Extraordinary Resolution at the Meeting or the Adjourned Meeting), the Company will pay a consent fee to each Noteholder who delivers its consent prior to 5:00 p.m., New York City time, on February 6, 2012 (such time and date, as the same may be extended by the Company, the "Consent Fee Deadline"). The consent fee payable to a Noteholder is 0.375% of the principal amount of the Notes held by such Noteholder and in respect of which a consent has been duly provided.

The complete terms and conditions of the Consent Solicitation are as set forth in the Company's Solicitation Statement dated January 23, 2012 (the "Solicitation Statement"), to be distributed to Noteholders for their consideration. Noteholders are urged to read the Solicitation Statement carefully.

Copies of the Solicitation Statement may be obtained by the Noteholders from the Information Agent for the Consent Solicitation, Bondholder Communications Group, LLC, at +44 (0)20 7382 4580 or +1 212 809 2663.

If you have any questions about how to submit your voting instruction or request a voting certificate, you should contact the Tabulation Agent, Citibank, N.A., at +44 (0)20 7508 3867.

Bank of America Merrill Lynch, Citi and Crédit Agricole CIB are the Solicitation Agents for the Consent Solicitation. Questions regarding the Consent Solicitation may be directed to BofA Merrill Lynch at +1 646 855 3401, Citi at +1 212 723 6108 or Crédit Agricole CIB at +44 (0)207 214 7408.

None of the Information Agent, the Tabulation Agent or the Solicitation Agents makes any recommendation as to whether holders of the Notes should consent to the Proposals pursuant to the Consent Solicitation, and no one has been authorized by any of them to make such a recommendation. Each Noteholder must make its own decision as to whether to give its consent.

THE CONSENT SOLICITATION IS BEING MADE ONLY PURSUANT TO THE SOLICITATION STATEMENT THAT THE INFORMATION AGENT WILL DISTRIBUTE TO NOTEHOLDERS. NOTEHOLDERS SHOULD CAREFULLY READ THE SOLICITATION STATEMENT PRIOR TO MAKING ANY DECISION WITH RESPECT TO THE CONSENT SOLICITATION, BECAUSE SUCH DOCUMENT CONTAINS IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE CONSENT SOLICITATION.

THIS NEWS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE A SOLICITATION OF CONSENTS. IT DOES NOT INVOLVE ANY OFFER OR SALES OF SECURITIES. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THERE WILL BE NO REGISTRATION UNDER THE SECURITIES ACT OR PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES IN CONNECTION WITH THIS TRANSACTION.