TIDM67LN
RNS Number : 8036S
JSC NC KazMunayGas
05 October 2017
5 October 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 amendments to the consent
solicitation in relation to the outstanding notes issued by KMG
detailed in the table below (each of the six 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
Note ISIN / Common
Description / Common Code /
of Notes Code CUSIP Amount Issued Amount Outstanding
------------------- ------------- ------------- ------------------- -------------------
U.S.$1,500,000,000 XS0506527851 US48667QAE52 U.S.$1,500,000,000 U.S.$1,371,437,000
7.000% notes / 050652785 / 050653145
due 2020 / 48667QAE5
(the "2020
Notes")
U.S.$1,250,000,000 XS0556885753 US48667QAF28 U.S.$1,250,000,000 U.S.$1,130,274,000
6.375% notes / 055688575 / 055708223
due 2021 / 48667QAF2
(the "2021
Notes")
U.S.$1,000,000,000 XS0925015074 US46639UAA34 U.S.$1,000,000,000 U.S.$406,564,000
4.400% notes / 092501507 / 092527441
due 2023 / 46639UAA3
(the "2023
Notes")
U.S.$500,000,000 XS1132166031 US48667QAH83 U.S.$500,000,000 U.S.$123,177,000
4.875% notes / 113216603 / 113217545
due 2025 / 48667QAH8
(the "2025
Notes")
U.S.$2,000,000,000 XS0925015157 US46639UAB17 U.S.$2,000,000,000 U.S.$512,249,000
5.750% notes / 092501515 / 092527425
due 2043 / 46639UAB1
(the "2043
Notes")
U.S.$1,000,000,000 XS1134544151 US48667QAK13 U.S.$1,000,000,000 U.S.$30,112,000
6.000% notes / 113454415 / 113454202
due 2044 / 48667QAK1
(the "2044
Notes")
On 21 September 2017, the Issuer, in conjunction with KMG
Finance, announced and launched a consent solicitation to approve
certain modifications of the terms and conditions of the Notes as
set out in a consent solicitation memorandum dated 21 September
2017 (the "Memorandum"). Capitalised terms used in this
announcement, but not defined herein have the same meaning ascribed
to them in the Memorandum.
Pursuant to the Memorandum the Issuer and KMG Finance reserved
the right at any time prior to the Final Consent Date or the
Adjourned Final Consent Date in respect of the applicable Series of
Notes, as the case may be, to modify or waive any of the terms of
the Proposal or the Solicitation.
The Issuer and KMG Finance hereby amend the Solicitation by
extending the Early Consent Expiration Time and Early Consent Date
until the Final Consent Expiration Time and the Final Consent
Expiration Date, being 11:00 a.m. (EST) / 4:00 p.m. (London time)
on 10 October 2017 (together, the "Amendment").
Qualifying 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 (and
who have not validly revoked their Electronic Voting Instruction or
Form of Sub-Proxy, as applicable) that is received by the
Tabulation Agent on or prior to the Final Consent Expiration Time
(11:00 a.m. (EST) / 4:00 p.m. (London time) on 10 October 2017)
will be entitled to receive the applicable Early Consent Fee.
Qualifying Noteholders who validly submitted an Electronic
Voting Instruction or who validly submitted a Form of Sub-Proxy, as
applicable, against the relevant Extraordinary Resolution, will be
entitled to receive the applicable Early Consent Fee if they revoke
their previously submitted Electronic Voting Instruction or Form of
Sub-Proxy, as applicable, and validly submit an Electronic Voting
Instruction or a Form of Sub-Proxy, as applicable, in favour of the
relevant Extraordinary Resolution (and not validly revoke their
Electronic Voting Instruction or Form of Sub-Proxy, as applicable)
that is received by the Tabulation Agent on or prior to the Final
Consent Expiration Time (11:00 a.m. (EST) / 4:00 p.m. (London time)
on 10 October 2017).
Waiver of the conditions that all Extraordinary Resolutions
relating to all six Series must be duly passed at the relevant
Meeting (or any Adjourned Meeting), in order for any (i) of the
Extraordinary Resolutions to become effective; and (ii) Early
Consent Fee to be payable
The Issuer hereby waives the condition that all Extraordinary
Resolutions relating to all six Series must be duly passed at the
relevant Meeting (or any Adjourned Meeting), in order for any of
the Extraordinary Resolutions to become effective.
The Issuer also hereby waives the condition to the payment of
the applicable Early Consent Fee that all Extraordinary Resolutions
relating to all six Series that are the subject of the Proposal
were duly passed at each relevant Meeting or Adjourned Meeting.
Accordingly, in relation to any Series, provided that the
Extraordinary Resolution is duly passed at the relevant Meeting or,
as the case may be, Adjourned Meeting, the applicable Early Consent
Fee will now be paid to Qualifying Noteholders who validly submit
an Electronic Voting Instruction or who validly submit a Form of
Sub-Proxy, as applicable, in favour of such Extraordinary
Resolution (and who have not validly revoked their Electronic
Voting Instruction or Form of Sub-Proxy, as applicable) that is
received by the Tabulation Agent on or prior to the Final Consent
Expiration Time (11:00 a.m. (EST) / 4:00 p.m. (London time) on 10
October 2017).
All other terms of the Proposal and Solicitation remain
unchanged and are as set out in the Memorandum.
Solicitation Agents
Any questions from any person (other than persons located and/or
resident in Kazakhstan) regarding the terms of the Amendment, the
Proposal or the Solicitation may be directed to the Solicitation
Agents at the addresses and telephone numbers specified below:
SOLICITATION AGENTS
CITIGROUP GLOBAL UBS AG, LONDON BRANCH
MARKETS LIMITED 5 Broadgate
Citigroup Centre London EC2M 2QS
Canada Square United Kingdom
London E14 5LB
United Kingdom
Attention: Liability In Europe and Asia:
Management Group Attention: Liability Management
Tel: +44 20 7986 8969 Group
Email: liabilitymanagement.europe@citi.com Tel: +44 (0) 20 7568 2133
Email: ol-liabilitymanagement-eu@ubs.com
In the Americas:
Attention: Liability Management
Group
Collect: +1 (203) 719-4210
Toll free: +1 (888) 719-4210
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 nor
Citicorp Trustee Company Limited (the "Trustee"), takes any
responsibility for the contents of this announcement and none of
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
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