KERNEL (KER): KERNEL HOLDING S.A. DEBUT EUROBOND PRICING ANNOUNCEMENT - raport 5

UNI - EN REPORT No5/2017

Kernel Holdings S.A., a diversified agribusiness company with principal operations in Ukraine and 88% of adjusted EBITDA derived from all FX-denominated exports over the past 5 years, has announced that it has priced USD 500,000,000 aggregate principal amount of 8.75% Notes due 31 January 2022 (the “Notes”). The Notes are, expected to be rated B+ by Fitch, and B by S&P, two and one notches above Ukrainian sovereign respectively.

Disclaimer

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy securities to any person in the United States or in any jurisdiction to whom or in which such offer or solicitation is unlawful, and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. The securities referred to herein may not be offered or sold in the United States absent registration under the US Securities Act of 1933, as amended (the "Securities Act"), or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. The offer and sale of the securities referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. There will be no public offer of the securities in the United States.

This announcement is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order) or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as relevant persons). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.

This announcement is not an advertisement of securities in Ukraine, and is not an offer or invitation to, or solicitation of, any such circulation, distribution, placement, sale, purchase or other transfer of the securities in the territory of Ukraine. It is not intended to be and must not be publicly distributed in or into Ukraine.