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Magyar Telecom B.V. Announces Approval of Scheme by Note Creditors and Continuation of Exchange Solicitation

MAGYAR TELECOM B.V. (the “Company”):

Exchange Solicitation

As announced yesterday (26 November 2013), the Company has extended the date by which holders (the “Note Creditors”) of its €345,000,000 Senior Secured Notes due 2016 (the “Existing Notes”) may tender their Existing Notes pursuant to the Exchange Solicitation until 5:00 p.m. London time on 28 November 2013 (the “Expiration Date”). Given that the Exchange Solicitation would allow for a mechanically simpler and more cost effective implementation of the Restructuring than the Company’s scheme of arrangement (the “Scheme”), Note Creditors are encouraged to tender their Existing Notes pursuant to the Exchange Solicitation prior to the Expiration Date.

Any Note Creditor who wishes to tender its Existing Notes pursuant to the Exchange Solicitation and has not yet done so must submit, or arrange to have submitted on its behalf, to the Information Agent prior to the Expiration Date (i) its validly completed Account Holder Letter, including a validly completed Securities Confirmation Form, prior to the Expiration Date and (ii) Custody Instructions delivered to Euroclear or Clearstream, as the case may be, in respect of any Existing Notes that are identified in Section 1 (Details of Holdings) of Part 1 of the Account Holder Letter as being held in one of those Clearing Systems.

Approval of Scheme by Note Creditors

As announced on 28 October 2013, a meeting of the Note Creditors was held today (the “Scheme Meeting”) to consider the Scheme.

At the Scheme Meeting, the Note Creditors approved the Scheme by the requisite majority.

Voting Results

89.22% by value of Note Creditors voted at the Scheme Meeting (in person or by proxy), and of those voting:

FOR the Scheme:

317 Note Creditors by number; and

99.81% Note Creditors by value; and

AGAINST the Scheme:

9 Note Creditors by number; and

0.19% Note Creditors by value.

If the Company does not receive valid tenders pursuant to the Exchange Solicitation in respect of 90% or more in aggregate principal amount of the Existing Notes, the Company intends to implement the Restructuring by means of the Scheme. In that case, the final hearing to sanction the Scheme would take place on 29 November 2013 at the High Court of Justice of England and Wales, 7 Rolls Buildings, Fetter Lane, London EC4A 1NL, United Kingdom and the Company will notify Note Creditors of the time and the court in which the hearing will be held in a further press release.

Contact Details

In case of any enquiries, please contact one of the advisers below:

Company Advisers

Houlihan Lokey (Europe) Limited

Chris Foley

Tel: +44 20 7747 2717

Email: cfoley@hl.com


White & Case LLP

Stephen Phillips

Tel: +44 20 7532 1221

Email: sphillips@whitecase.com

Information Agent

Lucid Issuer Services Limited

Sunjeeve Patel / Thomas Choquet

Tel: +44 20 7704 0880

Email: invitel@lucid-is.com

Noteholder Group Advisers

Moelis & Company
Charles Noel-Johnson
Tel: +44 20 7634 3500


Rohan Choudhary

Tel: +44 20 7634 3660

Email: rohan.choudhary@moelis.com

Bingham McCutchen (London) LLP
Neil Devaney

Tel: +44 20 7661 5430

Email: neil.devaney@bingham.com


James Terry

Tel: +44 20 7661 5310

Email: james.terry@bingham.com


About Magyar Telecom B.V.

Magyar Telecom B.V. is a private company with limited liability incorporated in the Netherlands and registered at the Chamber of Commerce (Kamer van Koophandel) for Amsterdam with number 33286951 and registered as an overseas company at Companies House in the UK with UK establishment number BR016577 and its address at 6 St Andrew Street, London EC4A 3AE, United Kingdom (Telephone: +44 20 7832 8936, Fax: +44 20 7832 8950).

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