TIDM67LN
RNS Number : 5998I
JSC NC KazMunayGas
20 June 2017
20 June 2017
THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION TO ANY PERSON LOCATED
OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE
SUCH ANNOUNCEMENT.
JSC NC "KazMunayGas" ("KMG" or the "Issuer") and KazMunaiGaz
Finance Sub B.V. ("KMG Finance") announce a consent solicitation in
relation to the outstanding notes issued by KMG detailed in the
table below (each of the ten series of notes referred to below, a
"Series", and all outstanding notes of all Series collectively, the
"Notes")
Rule 144A
Regulation Global
S Global Note ISIN Early
Note ISIN / Common Consent
Description / Common Code / Amount Amount Fee
of Notes Code CUSIP Issued Outstanding *
------------------- ------------- ------------- ------------------- ------------------- ----------
U.S.$1,600,000,000 XS0373641009 US48667QAA31 U.S.$1,600,000,000 U.S.$1,600,000,000 U.S.$1.50
9.125% / 037364100 / 037371971
notes due / 48667QAA3
2018 (the
"2018 Notes")
U.S.$1,500,000,000 XS0506527851 US48667QAE52 U.S.$1,500,000,000 U.S.$1,371,437,000 U.S.$2.50
7.000% / 050652785 / 050653145
notes due / 48667QAE5
2020 (the
"2020 Notes")
U.S.$1,250,000,000 XS0556885753 US48667QAF28 U.S.$1,250,000,000 U.S.$1,130,274,000 U.S.$2.50
6.375% / 055688575 / 055708223
notes due / 48667QAF2
2021 (the
"2021 Notes")
U.S.$500,000,000 XS1595713279 US48667QAM78 U.S.$500,000,000 U.S.$500,000,000 U.S.$2.50
3.875% / 159571327 / 159943119
notes due / 48667QAM7
2022 (the
"2022 Notes")
U.S.$1,000,000,000 XS0925015074 US46639UAA34 U.S.$1,000,000,000 U.S.$406,564,000 U.S.$2.50
4.400% / 092501507 / 092527441
notes due / 46639UAA3
2023 (the
"2023 Notes")
U.S.$500,000,000 XS1132166031 US48667QAH83 U.S.$500,000,000 U.S.$123,177,000 U.S.$2.50
4.875% / 113216603 / 113217545
notes due / 48667QAH8
2025 (the
"2025 Notes")
U.S.$1,000,000,000 XS1595713782 US48667QAN51 U.S.$1,000,000,000 U.S.$1,000,000,000 U.S.$2.50
4.75% notes / 159571378 / 159943038
due 2027 / 48667QAN5
(the "2027
Notes")
U.S.$2,000,000,000 XS0925015157 US46639UAB17 U.S.$2,000,000,000 U.S.$512,249,000 U.S.$3.00
5.750% / 092501515 / 092527425
notes due / 46639UAB1
2043 (the
"2043 Notes")
U.S.$1,000,000,000 XS1134544151 US48667QAK13 U.S.$1,000,000,000 U.S.$30,112,000 U.S.$3.00
6.000% / 113454415 / 113454202
notes due / 48667QAK1
2044 (the
"2044 Notes")
U.S.$1,250,000,000 XS1595714087 US48667QAP00 U.S.$1,250,000,000 U.S.$1,250,000,000 U.S.$3.00
5.75% notes / 159571408 / 159943127
due 2047 / 48667QAP0
(the "2047
Notes")
* The applicable Early Consent Fee payable to
a Noteholder on the Settlement Date (subject to
the terms of the Memorandum) in respect of each
Series of Notes (in each case per U.S.$1,000 in
principal amount of Qualifying Notes held by such
Noteholder).
Overview
The Issuer has today, in conjunction with KMG Finance, provided
notices of meetings (the "Notices of Meetings") to solicit proxies
(the "Solicitation") from the beneficial holders of the outstanding
Notes (the "Noteholders") to consider and, if thought fit, pass
Extraordinary Resolutions (the "Extraordinary Resolutions") at
meetings of the Noteholders (the "Meetings") in relation to certain
consents and amendments (the "Consents and Amendments") being
sought to (i) the terms and conditions of the 2018 Notes (the "2018
Note Conditions"), (ii) the terms and conditions of the 2020 Notes
(the "2020 Note Conditions"), (iii) the terms and conditions of the
2021 Notes (the "2021 Note Conditions"), (iv) the terms and
conditions of the 2022 Notes (the "2022 Note Conditions"), (v) the
terms and conditions of the 2023 Notes (the "2023 Note
Conditions"), (vi) the terms and conditions of the 2025 Notes (the
"2025 Note Conditions"), (vii) the terms and conditions of the 2027
Notes (the "2027 Note Conditions"), (viii) the terms and conditions
of the 2043 Notes (the "2043 Note Conditions"), (ix) the terms and
conditions of the 2044 Notes (the "2044 Note Conditions") and (x)
the terms and conditions of the 2047 Notes (the "2047 Note
Conditions", which collectively with the 2018 Note Conditions, the
2020 Note Conditions, the 2021 Note Conditions, the 2022 Note
Conditions, the 2023 Note Conditions, the 2025 Note Conditions, the
2027 Note Conditions, the 2043 Conditions and the 2044 Note
Conditions are referred to as the "Conditions"), all as more fully
described in the Consent Solicitation Memorandum (the "Memorandum")
dated 20 June 2017 (the "Proposal").
Subject to the terms of the Proposal and, unless such condition
is waived by the Issuer, provided all Extraordinary Resolutions are
passed and become effective in accordance with their terms and upon
the occurrence of the Effective Date (see "Expected Timetable"
below), Noteholders who validly vote in favour of the Proposal in
accordance with the Solicitation will be entitled to receive the
applicable Early Consent Fee on the Settlement Date (see "Early
Consent Fee" below). Noteholders are advised to refer to the
Memorandum for meanings of capitalised terms used in this
announcement, the full terms of the Solicitation and the procedures
related thereto.
The Notices of Meetings convening the Meetings at the offices of
Allen & Overy LLP at One Bishops Square, London E1 6AD, at
which the Extraordinary Resolutions to approve the Proposal and its
implementation will be considered and, if thought fit, passed, have
been published in accordance with the Conditions.
The initial meeting (in respect of the 2018 Notes) will commence
at 10:00 a.m. (London time) on 12 July 2017, with subsequent
Meetings in respect of each other Series being held at 15 minute
intervals thereafter or after the completion of the preceding
Meeting (whichever is later).
Background to and Rationale for the Proposal
General
Following a successful issuance of Notes in 2017, KMG proposes
to align the terms and conditions of its Notes with the terms of
capital markets debt issued by other vertically integrated oil and
gas groups and/or state-owned companies with long-term credit
ratings comparable to KMG. At the time of KMG's most recent Notes
issuances in April 2017, KMG's focus was on the placement of the
2017 issued Notes. The current consent solicitation is intended to
modify both the Notes issued in 2017 and those Series of Notes
issued previously. Additionally, certain changes are intended to
make the terms and conditions consistent across all Series.
Investors are referred to, and should carefully review, the
Proposal in full, as set out under "Terms of the Consent
Solicitation - General".
KMG has discussed the Consents and Amendments contemplated by
the Memorandum with Fitch Ratings Limited ("Fitch"), Moody's
Investor Services Limited ("Moody's") and Standard & Poor's
Credit Market Services Europe Limited ("S&P"). Based on these
discussions, KMG expects that none of these rating agencies will
downgrade or take any other negative action in respect of the
credit ratings assigned to the Notes (Moody's: Baa3; S&P: BB;
and Fitch: BBB-) at this time as a result of the Consents and
Amendments. KMG further notes that, as at the date of the
Memorandum, KMG is not contemplating any sale or disposition of
assets that would have a material effect on the financial position
of the Group, taken as a whole.
Record Date
Noteholder consent is being sought to approve, with retroactive
effect, the fixing by the Issuer of the Record Date (see "Expected
Timetable" below) in respect of the Proposal at 29 June 2017
notwithstanding the requirements of the Trust Deeds. The Record
Date is used to determine which DTC Participants will be allowed to
vote on the Proposal, and only those Direct Participants in DTC
appearing on the omnibus proxy issued by DTC on the Record Date
will be entitled to submit Forms of Sub-Proxy. The Trust Deeds
provide that the record date for the purposes of any meeting may
not be more than ten days prior to the time fixed for such
meeting.
Early Consent Fee
Noteholders who validly submit an Electronic Voting Instruction
or who validly submit a Form of Sub-Proxy, as applicable, in favour
of the relevant Extraordinary Resolution that is received by the
relevant Tabulation Agent on or prior to the Early Consent
Expiration Time and who have not validly revoked their Electronic
Voting Instruction or Form of Sub-Proxy, as applicable, will be
entitled to receive the applicable Early Consent Fee, provided that
all Extraordinary Resolutions that are the subject of the Proposal
are duly passed (unless such condition is waived by the Issuer) and
become effective in accordance with their terms and the Effective
Date has occurred.
The Early Consent Fee will be paid as consideration for the
relevant Noteholders' approval of the relevant Extraordinary
Resolution, and, unless such condition is waived by the Issuer, are
subject to the passing of the Extraordinary Resolutions relating to
all ten Series. Unless such Condition is waived by the Issuer, no
Early Consent Fee shall be payable to any Noteholder to the extent
any one or more Extraordinary Resolutions is not duly passed at the
relevant Meeting or, as the case may be, Adjourned Meeting,
notwithstanding that any other Extraordinary Resolution was duly
passed at the relevant Meeting or, as the case may be, Adjourned
Meeting.
Revocation of instructions
Noteholders who have submitted Electronic Voting Instructions or
Forms of Sub-Proxy, as applicable, have a right to revoke such
instruction in the following circumstances only: (i) if required by
law or permitted by the relevant Trust Deed (as applicable); or
(ii) if KMG and KMG Finance consider that any modification or
amendment (excluding any material modification or amendment to the
relevant Extraordinary Resolution which may not be made during the
relevant Meeting notice period) is materially prejudicial to
Noteholders compared with the initial terms of the Proposal and
Solicitation, as more fully described in the Memorandum.
Expected Timetable (assuming the Meeting is not adjourned)
Event Date and Time
--------------------------------------------------------- ---------------------------------------------------------
Launch Date/Announcement of the Solicitation 20 June 2017
Announcement of the Solicitation and each Notice of
Meeting given to Noteholders of each Series
through the Clearing Systems.
Memorandum made available to Noteholders via the
Tabulation Agent (free of charge).
Record Date 5:00 p.m. (EST) / 10:00 p.m. (London time) on 29 June
Record Date in respect of DTC Notes. Only Direct 2017
Participants in DTC at this time and date
will be entitled to submit a Form of Sub-Proxy.
Early Consent Expiration Time and Early Consent Date 5:00 p.m. (EST)/ 10:00 p.m. (London time) on 30 June
Deadline for Noteholders to deliver or procure delivery 2017
of Electronic Voting Instructions
or Forms of Sub-Proxy in favour of the relevant
Extraordinary Resolution to the Tabulation
Agent to be eligible to receive the applicable Early
Consent Fee.
Final Consent Expiration Time and Final Consent Date 11:00 a.m. (EST) / 4:00 p.m. (London time) on 7 July
Deadline for Noteholders to deliver or procure delivery 2017
(of Electronic Voting Instructions
or Forms of Sub-Proxy in favour of the relevant
Extraordinary Resolution to the Tabulation
Agent to be eligible to vote but not to receive the
Early Consent Fee).
Latest time for Noteholders to appoint the Tabulation
Agent (or its nominee) as proxy to attend
the relevant Meeting and vote in respect of the
applicable Extraordinary Resolution or to
appoint another proxy to attend and vote at the relevant
Meeting in accordance with the provisions
of the relevant Trust Deed and the relevant Notice of
Meeting.
Date of the Meetings 12 July 2017
Announcement of results 12 July 2017, or as soon as reasonably practicable after
The announcement via the Clearing Systems of the results the Meetings
or notice of adjournment of the Meetings,
as the case may be.
Effective Date Not later than 2 days after all Extraordinary
If all Extraordinary Resolutions are passed, without Resolutions have been passed
requiring any adjourned meetings, the
date on which all Proposed Supplemental Trust Deeds and
the Trustee Consent Letter shall be
executed and delivered and become effective.
Settlement Date On or about 19 July 2017
Settlement in respect of the Early Consent Fee.
The Issuer will make (or cause to be made) announcements in
connection with the Consent Solicitation in accordance with
applicable law by delivery of notices to the Clearing Systems for
communication to Direct Participants and through RNS, the news
distribution service operated by the London Stock Exchange plc.
Copies of all announcements, notices and press releases may also be
obtained from the Tabulation Agent at its address and telephone
number as set forth below. Delays may be experienced in respect of
notices delivered to the Clearing Systems and Noteholders are urged
to contact the Solicitation Agents or the Tabulation Agent for the
relevant announcements during the course of the Consent
Solicitation, the contact details for which are set forth
below.
Solicitation Agents
Any questions from any person (other than persons located and/or
resident in Kazakhstan) regarding the terms of the Proposal or the
Solicitation may be directed to the Solicitation Agents at the
addresses and telephone numbers specified below:
SOLICITATION AGENTS
CITIGROUP GLOBAL CREDIT SUISSE SECURITIES
MARKETS LIMITED (EUROPE) LIMITED
Citigroup Centre One Cabot Square
Canada Square London E14 4QJ
London E14 5LB United Kingdom
United Kingdom
Attention: Liability Tel: +44 (0) 20 7883 8763
Management Group Email: liability.management@credit-suisse.com
Tel: +44 20 7986 8969
Email: liabilitymanagement.europe@citi.com
Tabulation Agent
Noteholders may obtain copies of the Memorandum, the Notices of
Meetings and any announcements in connection with the Solicitation
from the Tabulation Agent:
TABULATION AGENT
----------------------------------------------
Lucid Issuers Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Attention: David Shilson / Alexander Yangaev
By telephone: +44 207 704 0880
By email: kmg@lucid-is.com
----------------------------------------------
Neither the Solicitation Agents, the Tabulation Agent, Citicorp
Trustee Company Limited (the "Trustee"), KMG nor KMG Finance takes
any responsibility for the contents of this announcement and none
of KMG, KMG Finance, the Solicitation Agents, the Tabulation Agent,
the Trustee or any of their respective directors, employees or
affiliates makes any representation or recommendation whatsoever
regarding the Solicitation, or any recommendation as to whether
Noteholders should provide their consent in the Solicitation. This
announcement must be read in conjunction with the Memorandum. This
announcement and the Memorandum contain important information which
should be read carefully before any decision is made with respect
to the Solicitation. If any Noteholder is in any doubt as to the
action it should take, it is recommended to seek its own advice,
including as to any tax consequences, from its stockbroker, bank
manager, solicitor, accountant or other independent adviser.
Within the United Kingdom, this announcement is directed only at
persons having professional experience in matters relating to
investments who fall within the definition of "investment
professionals" in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 ("relevant
persons"). The investment or investment activity to which this
announcement relates is only available to and will only be engaged
in with relevant persons and persons who receive this announcement
who are not relevant persons should not rely or act upon it.
This announcement is not a solicitation of consent with respect
to any Notes and does not constitute an invitation to participate
in the Solicitation in or from any jurisdiction in or from which,
or to or from any person to or from whom, it is unlawful to make
such invitation under applicable securities laws. The Consent
Solicitation is being made solely pursuant to the Memorandum, which
sets forth a detailed statement of the terms of the
Solicitation.
The distribution of this announcement in certain jurisdictions
may be restricted by law. Persons into whose possession this
announcement comes are required to inform themselves about, and to
observe, any such restrictions.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCPGUGUQUPMGUU
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