TIDM67LN
RNS Number : 6565J
JSC NC KazMunayGas
03 April 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO
ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT OR THE
TER OFFER AND CONSENT SOLICITATION MEMORANDUM.
3 April 2018
JSC NC "KAZMUNAYGAS" AND KMG FINANCE SUB B.V. ANNOUNCE TER
OFFERS AND CONSENT SOLICITATIONS IN RESPECT OF THE FOLLOWING SERIES
OF NOTES ISSUED UNDER THEIR GLOBAL MEDIUM TERM NOTE PROGRAMME:
-- U.S.$1,500,000,000 7.000% notes due 2020 (ISIN (REG S):
XS0506527851; ISIN (RULE 144A): US48667QAE52; CUSIP (RULE 144A):
48667QAE5);
-- U.S.$1,250,000,000 6.375% notes due 2021 (ISIN (REG S):
XS0556885753; ISIN (RULE 144A): US48667QAF28; CUSIP (RULE 144A):
48667QAF2);
-- U.S.$500,000,000 4.875% notes due 2025 (ISIN (REG S):
XS1132166031; ISIN (RULE 144A): US48667QAH83; CUSIP (RULE 144A):
48667QAH8); AND
-- U.S.$2,000,000,000 5.750% notes due 2043 (ISIN (REG S):
XS0925015157; ISIN (RULE 144A): US46639UAB17; CUSIP (RULE 144A):
46639UAB1)
JSC NC "KAZMUNAYGAS" (the "Issuer") and KMG FINANCE SUB B.V.
("KMG Finance") today announce their invitations to each holder
(the "Holders") (subject to certain offer and distribution
restrictions referred to below):
-- of the Issuer's outstanding U.S.$1,500,000,000 7.000% Notes
due 2020 (the "2020 Notes") to tender any or all of such 2020 Notes
held by the Holder for purchase by the Issuer for cash (the "2020
Tender Offer") and concurrently to consent to amend, by
extraordinary resolution of the Holders (the "2020 Extraordinary
Resolution"), the terms and conditions of the Notes (the "2020
Conditions") to provide for mandatory early redemption of the 2020
Notes by the Issuer (the "2020 Proposal", and together with the
2020 Tender Offer, the "2020 Offer");
-- of the Issuer's outstanding U.S.$1,250,000,000 6.375% Notes
due 2021 (the "2021 Notes") to tender any or all of such 2021 Notes
held by the Holder for purchase by the Issuer for cash (the "2021
Tender Offer") and concurrently to consent to amend, by
extraordinary resolution of the Holders (the "2021 Extraordinary
Resolution"), the terms and conditions of the Notes (the "2021
Conditions") to provide for mandatory early redemption of the 2021
Notes by the Issuer (the "2021 Proposal", and together with the
2021 Tender Offer, the "2021 Offer");
-- of the Issuer's outstanding U.S.$500,000,000 4.875% Notes due
2025 (the "2025 Notes") to tender any or all of such 2025 Notes
held by the Holder for purchase by the Issuer for cash (the "2025
Tender Offer") and concurrently to consent to amend, by
extraordinary resolution of the Holders (the "2025 Extraordinary
Resolution"), the terms and conditions of the Notes (the "2025
Conditions") to provide for mandatory early redemption of the 2025
Notes by the Issuer (the "2025 Proposal", and together with the
2025 Tender Offer, the "2025 Offer"); and
-- of the Issuer's outstanding U.S.$2,000,000,000 5.750% Notes
due 2043 (the "2043 Notes", and together with the 2020 Notes, the
2021 Notes and the 2025 Notes, the "Notes") to tender any or all of
such 2043 Notes held by the Holder for purchase by the Issuer for
cash (the "2043 Tender Offer", and together with the 2020 Tender
Offer, the 2021 Tender Offer and the 2025 Tender Offer, the "Tender
Offers") and concurrently to consent to amend, by extraordinary
resolution of the Holders (the "2043 Extraordinary Resolution", and
together with the 2020 Extraordinary Resolution, the 2021
Extraordinary Resolution and the 2025 Extraordinary Resolution, the
"Extraordinary Resolutions"), the terms and conditions of the Notes
(the "2043 Conditions", and together with the 2020 Conditions, the
2021 Conditions and the 2025 Conditions, the "Conditions") to
provide for mandatory early redemption of the 2043 Notes by the
Issuer (the "2043 Proposal", and together with the 2043 Tender
Offer, the "2043 Offer"; the 2020 Proposal, the 2021 Proposal, the
2025 Proposal and the 2043 Proposal, the "Proposals"; and the 2020
Offer, the 2021 Offer, the 2025 Offer and the 2043 Offer, the
"Offers").
The Offers are made on the terms and subject to the conditions
set forth in the Tender Offer and Consent Solicitation Memorandum
dated 3 April 2018 (the "Memorandum"). The tender of any Notes in
any Tender Offer, in order to be valid, is conditional upon the
relevant Holder concurrently submitting a vote to approve the
relevant Extraordinary Resolution consenting to the relevant
Proposal. The Tender Offers begin on 3 April 2018 and will expire
at 10:00 a.m. (London time) on 1 May 2018, unless the Tender Offers
are extended or earlier terminated, as described in the Memorandum
(the "Expiration Deadline").
Copies of the Memorandum are available from the Tender and
Tabulation Agent as set out below. Capitalised terms used in this
announcement but not defined herein have the meaning given to them
in the Memorandum.
Consideration in respect of the Tender Offers
The following table sets forth details of the Tender Offers:
Early
Tender Tender
Offer Premium
Consideration per
per U.S.$1,000 Total Consideration
U.S.$1,000 principal per U.S.$1,000
principal amount principal
amount of Notes amount,
of Notes (equal comprising
Description (equal to the the Tender
of Outstanding to Early Early Offer Consideration
Tender the Principal Redemption Consent and Early
Offer Notes ISIN/ CUSIP Amount Amount) Fee) Tender premium
-------- ------------ -------------------- ------------------- --------------- ------------ --------------------
2020 The ISIN (Reg U.S.$1,371,437,000 U.S.$1,069.50 U.S.$20.00 U.S.$1,089.50
Tender 2020 S): XS0506527851
Offer Notes ISIN (Rule
144A) :
US48667QAE52
CUSIP (Rule
144A): 48667QAE5
2021 The ISIN (Reg U.S.$1,130,274,000 U.S.$1,073.50 U.S.$20.00 U.S.$1,093.50
Tender 2021 S): XS0556885753
Offer Notes ISIN (Rule
144A): US48667QAF28
CUSIP (Rule
144A): 48667QAF2
2025 The ISIN (Reg U.S.$123,177,000 U.S.$1,025.50 U.S.$30.00 U.S.$1,055.50
Tender 2025 S): XS1132166031
Offer Notes ISIN (Rule
144A): US48667QAH83
CUSIP (Rule
144A): 48667QAH8
2043 The ISIN (Reg U.S.$512,249,000 U.S.$1,048.00 U.S.$40.00 U.S.$1,088.00
Tender 2043 S): XS0925015157
Offer Notes ISIN (Rule
144A): US46639UAB17
CUSIP (Rule
144A): 46639UAB1
Consideration in respect of the Proposals
The following table sets forth details of the Proposals:
Early
Early Consent
Redemption Fee per
Amount U.S.$1,000
per U.S.$1,000 principal
principal amount
amount of Notes
of Notes (equal
(equal to the
Description Outstanding to Tender Early
of the Principal Offer Tender
Proposal Notes ISIN/ CUSIP Amount Consideration) Premium)
---------- ------------ ---------------------- ------------------- ---------------- ------------
2020 The ISIN (Reg S): U.S.$1,371,437,000 U.S.$1,069.50 U.S.$20.00
Proposal 2020 XS0506527851
Notes ISIN (Rule
144A) : US48667QAE52
CUSIP (Rule
144A): 48667QAE5
2021 The ISIN (Reg S): U.S.$1,130,274,000 U.S.$1,073.50 U.S.$20.00
Proposal 2021 XS0556885753
Notes ISIN (Rule
144A): US48667QAF28
CUSIP (Rule
144A): 48667QAF2
2025 The ISIN (Reg S): U.S.$123,177,000 U.S.$1,025.50 U.S.$30.00
Proposal 2025 XS1132166031
Notes ISIN (Rule
144A): US48667QAH83
CUSIP (Rule
144A): 48667QAH8
2043 The ISIN (Reg S): U.S.$512,249,000 U.S.$1,048.00 U.S.$40.00
Proposal 2043 XS0925015157
Notes ISIN (Rule
144A): US46639UAB17
CUSIP (Rule
144A): 46639UAB1
Indicative Offer Timetable
This is an indicative timetable showing one possible outcome for
the timing of the Offers, based on the dates set out in the
Memorandum. This timetable is subject to change and dates may be
extended or changed by the Issuer (or KMG Finance on behalf of the
Issuer), in its discretion, in accordance with the terms and
conditions set out in the Memorandum (including the Conditions to
the Offers). Accordingly, the actual timetable may differ
significantly from the timetable set forth below. In addition, the
timetable may also differ if any Meeting is required to be
adjourned.
Date and time (all times
are New York City time,
unless otherwise stated) Event
------------------------------------------------------------------------ --------------------------
3 April 2018.......................................................... Launch Date
5:00 p.m., 16 April 2018......................................... Record Date
11:59 p.m., 16 April 2018....................................... Early Participation
Deadline
17 April 2018........................................................ Announcement of Early
Results
5:00 a.m. (10:00 a.m. London Expiration Deadline
time), 1 May 2018.....
1 May 2018 (in respect Voting Deadline
of each series of Notes
by the time specified in
the relevant Notice of
Meeting)..............................................................
3 May 2018........................................................... Meetings and Announcement
of Results
4 May 2018........................................................... Settlement Date
11 May 2018......................................................... Early Redemption Date
Rationale for the Offers
The rationale for the Offers and the issue of new notes to be
denominated in U.S. Dollars, which the Issuer intends to issue,
subject to market conditions (the "New Notes") is to permit the
Group to manage proactively the Group's upcoming debt redemptions,
to lower the average cost of the Group's debt portfolio and to
extend the average debt maturity profile of the Group. The Issuer
intends to cancel all Notes purchased by it pursuant to the Offers.
The Proposals are being sought to help achieve a harmonisation of
covenants across the Issuer's bond portfolio.
The Offers
In respect of any Offer:
-- Holders of Notes that validly tender their Notes and that
concurrently consent to the relevant Proposal at or prior to the
Early Participation Deadline will, to the extent their Notes are
accepted for purchase, receive the relevant Total Consideration for
such Notes, which is comprised of the relevant Tender Offer
Consideration and the relevant Early Tender Premium;
-- Holders of Notes that validly tender their Notes and that
concurrently consent to the relevant Proposal after the Early
Participation Deadline but at or prior to the Expiration Deadline
will, to the extent their Notes are accepted for purchase, receive
only the relevant Tender Offer Consideration, which does not
include the relevant Early Tender Premium; and
-- in any case, Holders of Notes that validly tender their Notes
and that concurrently consent to the relevant Proposal will, to the
extent the Notes are accepted for purchase, also receive Accrued
Interest on such Notes as described further in the Memorandum.
In order to be valid, the tender of any Notes in any Tender
Offer is conditional upon the relevant Holder concurrently
consenting to approve the relevant Proposal. In the case of Notes
held through Euroclear or Clearstream, Luxembourg, the tender of
any Notes in any Tender Offer will automatically result in such
Notes being voted to approve the relevant Extraordinary Resolution
consenting to the relevant Proposal. In the case of Notes held
through DTC, the tender of any Notes in any Tender Offer is
conditional upon the relevant Holder concurrently submitting a Form
of Sub-Proxy to the Tender and Tabulation Agent to approve the
relevant Extraordinary Resolution consenting to the relevant
Proposal.
Pursuant to the Proposals, the Issuer and KMG Finance are
inviting Holders to approve the modifications of the Conditions of
each series of Notes (as described in the Extraordinary Resolutions
set out in the Notices of Meetings which are set out in the
Memorandum) to provide that the Issuer shall redeem all, but not
some only, of the Notes of each series remaining (if any) on
completion of the Tender Offers on or immediately following a date
that is expected to be 11 May 2018 at the Early Redemption Amount,
which shall be equal to the Tender Offer Consideration, together
with Accrued Interest in respect of the Notes (for such purpose
assuming that any Accrued Interest would otherwise be paid in full
on the next succeeding interest payment date), from (and including)
the immediately preceding interest payment date to (but excluding)
the Early Redemption Date.
Alternatively, to be eligible to receive an Early Consent Fee
(without tendering Notes), Holders must consent to the relevant
Proposal at or prior to the Early Participation Deadline. Early
Consent Fees will only be paid if the relevant Extraordinary
Resolution is approved at the relevant Meeting. Holders who consent
to any Proposal (without tendering Notes) after the Early
Participation Deadline but at or prior to the Expiration Deadline
shall not be eligible to receive any consent fee or other
consideration.
The Issuer will accept tenders of Notes for purchase only in
minimum denominations of (i) in respect of the 2020 Notes,
U.S.$100,000 and integral multiples of U.S.$1,000 in excess thereof
and (ii) in respect of the 2021 Notes, the 2025 Notes and the 2043
Notes, U.S.$200,000 and integral multiples of U.S.$1,000 in excess
thereof. No alternative, conditional or contingent tenders will be
accepted.
Holders may consent to, vote against or abstain from any
Proposal without tendering Notes.
New Financing Condition
On or around the date of the Memorandum, the Issuer expects to
announce its intention to issue the New Notes. The Issuer (or KMG
Finance on behalf of the Issuer) will decide, in its sole
discretion, whether to accept for purchase Notes validly tendered
in the Tender Offers subject to the Issuer (or KMG Finance on
behalf of the Issuer) being satisfied that it has received (or will
receive on or prior to the Settlement Date) an amount by way of
proceeds of the issue of New Notes, which is sufficient (as
determined by the Issuer (or KMG Finance on behalf of the Issuer)
in its sole discretion) in order to enable the Issuer to finance,
in whole or in part, the payment by it of (i) the relevant Total
Consideration or Tender Offer Consideration (as the case may be)
and Accrued Interest in respect of all Notes validly tendered and
accepted for purchase pursuant to the Tender Offers, (ii) any Early
Consent Fees and (iii) the relevant Early Redemption Amount and
Accrued Interest in respect of all Notes subject to the Mandatory
Early Redemption, if the Extraordinary Resolutions in respect of
any series of Notes are approved at the Meetings. Whether the
Issuer will purchase any Notes validly tendered in the Tender
Offers is subject, without limitation, to the pricing and
settlement of the issue of the New Notes.
Priority Allocation Right
A Holder that wishes to subscribe for New Notes, in addition to
(i) tendering Notes for purchase pursuant to any Tender Offer and
concurrently consenting to the relevant Proposal or (ii) consenting
to the relevant Proposal, in either case, prior to the Early
Participation Deadline, may request priority in the allocation of
the New Notes, subject to the issue of the New Notes and as set out
below.
Such priority will be given for an aggregate principal amount of
New Notes (such priority amount, a "Priority Allocation Right") up
to the aggregate principal amount of Notes of the relevant series
that are the subject of the Holder's (i) valid Tender and Priority
Allocation Right Instruction or (ii) valid Voting and Priority
Allocation Right Instruction, in either case, prior to the Early
Participation Deadline.
For the avoidance of doubt, a Holder may request a Priority
Allocation Right for a principal amount of New Notes that is equal
to or less than the aggregate principal amount of Notes of the
relevant series the subject of such Holder's Tender and Priority
Allocation Right Instruction or Voting and Priority Allocation
Right Instruction.
To receive a Priority Allocation Right, a Holder must:
(i) contact a Dealer Manager to register its interest in the New
Notes and to obtain its unique reference number (the "Allocation
Code") prior to the Early Participation Deadline;
(ii) submit a Tender and Priority Allocation Right Instruction
or Voting and Priority Allocation Right Instruction through the
relevant Clearing System including the Allocation Code, in
compliance with the requirements set out in the Memorandum; and
(iii) make an application to a Joint Lead Manager for the
purchase of New Notes in accordance with the standard new issue
procedures of such Joint Lead Manager, including a reference to
such Allocation Code.
The receipt of an Allocation Code from a Dealer Manager in
conjunction with any tender of Notes is not an application for the
purchase of New Notes and Holders wishing to participate in the
offering of the New Notes must make an application for the purchase
of New Notes as described above.
The issuance of any Allocation Codes by the Dealer Managers
(acting in their capacities as Joint Lead Managers in respect of
the offering of the New Notes) is conditional on the issuance of
the New Notes. Moreover, the Issuer may, in its sole and absolute
discretion, reject an application quoting an Allocation Code in the
event that a Holder specifies a wrong Allocation Code or if there
is any other defect related to the Allocation Code. The Issuer,
however, reserves the right to waive any such defect and to
allocate the relevant Priority Allocation Right to the relevant
Holder that would be applicable but for the defect.
Meetings and Announcement of Results
There will be Meetings of Holders to consider the Proposals on 3
May 2018 at the offices of Dechert LLP, 160 Queen Victoria Street,
London, EC4V 4QQ, United Kingdom at (i) in respect of the 2020
Notes, 10:00 a.m. (London time), (ii) in respect of the 2021 Notes,
10:15 a.m. (London time), (iii) in respect of the 2025 Notes, 10:30
a.m. (London time) and (iv) in respect of the 2043 Notes, 10:45
a.m. (London time).
After the Meetings, the Issuer and/or KMG Finance shall announce
(i) the aggregate principal amount of Notes of each series validly
tendered and the results of the Offers, (ii) whether the New
Financing Condition has been satisfied, and (iii) the results of
the Meetings and, if any of the Extraordinary Resolutions have been
passed and (provided the New Financing Condition has been
satisfied) the relevant Supplemental Trust Deeds have been
executed, the Early Redemption Date. If any Meeting is adjourned
for lack of quorum or otherwise, the Issuer and KMG Finance intend
to extend the Offers and postpone the Settlement Date. Holders will
not be given withdrawal rights as a result of such postponement, if
any, and all tendered Notes will remain blocked until any later
Settlement Date or subsequent termination of the Tender Offers (or,
in either case, immediately thereafter).
General
The Issuer (or KMG Finance on the Issuer's behalf) may, in its
sole discretion, extend, re-open, amend or waive any condition of,
including the New Financing Condition, or terminate, any Offer at
any time (subject to applicable law and as provided in the
Memorandum). Details of any such extension, re-opening, amendment,
waiver, termination or withdrawal will be announced as provided in
this announcement as soon as reasonably practicable after the
relevant decision is made.
Holders are advised to check with any bank, securities broker or
other intermediary through which they hold Notes when such
intermediary needs to receive instructions from a Holder in order
for that Holder to be able to participate in, or (in the limited
circumstances in which revocation is permitted) revoke their
instruction to participate in, any Offer before the deadlines
specified in the Memorandum. The deadlines set by each Clearing
System for the submission and withdrawal of Tender Instructions
will also be earlier than the relevant deadlines specified in the
Memorandum.
For further information on the Offers and terms and conditions
on which the Offers are made, Holders should refer to the
Memorandum. Questions and requests for assistance in connection
with the (a) Offers may be directed to the Dealer Managers; and (b)
Offers and the delivery of Tender Instructions may be directed to
the Tender and Tabulation Agent, the contact details for all of
which are below.
Unless stated otherwise, announcements in relation to the Offers
will be found (i) by issue of a press release to a recognised news
service; (ii) by delivery of notices to the Clearing Systems for
communication to Direct Participants; (iii) through RNS, the news
distribution service operated by the London Stock Exchange and (iv)
by publication on the website of the Kazakhstan Stock Exchange (at
www.kase.kz). The Issuer and KMG Finance may also make
announcements in relation to the Offers on the relevant Reuters
International Insider Screen. Copies of all such announcements,
press releases and notices can also be obtained from the Tender and
Tabulation Agent, the contact details for which are at the bottom
of this announcement. Significant delays may be experienced where
notices are delivered to the Clearing Systems and Holders are urged
to contact the Tender and Tabulation Agent for the relevant
announcements during the course of the Offers. In addition, holders
of Notes may contact the Dealer Managers for information using the
contact details which are at the bottom of this announcement.
Holders are advised to read carefully the Memorandum for full
details of and information on the procedures for participating in
the Offers.
This announcement is made by:
JSC NC "KazMunayGas"
19, Kabanbay Batyr Street
Astana 010000
Kazakhstan
KazMunaiGaz Finance Sub B.V.
Strawinskylaan 723 (WTC Tower A, 7th Floor)
1077 XX Amsterdam
The Netherlands
This announcement is made by Mr. Dauren Karabayev, Executive
Vice President and Chief Financial Officer, on behalf of JSC NC
"KazMunayGas" and Mr. Otmar E. Carolus, Managing Director, on
behalf of KazMunaiGaz Finance Sub B.V. and constitutes a public
disclosure of inside information under Regulation (EU) 596/2014 (16
April 2014).
Questions and requests for assistance in connection with the
Offers may be directed to any Dealer Manager and Solicitation
Agent.
Citigroup Global Markets JSC Halyk Finance
Limited 109"V" Abay avenue, 5th
Citigroup Centre floor
Canada Square A05A1B9
Canary Wharf Almaty
London E14 5LB Republic of Kazakhstan
United Kingdom Attention: Consulting and
Attention: Liability Management Underwriting Department
Group Telephone: +7-727-357-3177
Telephone: +44 20 7986 Email: IB@halykfinance.kz
8969
Email: liabilitymanagement.europe@citi.com
J.P. Morgan Securities MUFG Securities EMEA plc
plc Ropemaker Place
25 Bank Street 25 Ropemaker Street
Canary Wharf London EC2Y 9AJ
London E14 5JP United Kingdom
United Kingdom Attention: Liability Management
Attention: Liability management Group
Telephone: +44 20 7134 Telephone: +44-207-577-4048/4218
2468 Email: DCM-LM@int.sc.mufg.jp
Email: em_europe_lm@jpmorgan.com
UBS AG, London Branch
5 Broadgate
London EC2M 2QS
United Kingdom
Attention: Liability Management Group
Telephone (US): (collect) +1 (203) 719-4210; (toll free) +1
(888) 719-4210
Telephone (UK): +44 20 7568 2133
Email: ol-liabilitymanagement-eu@ubs.com
Questions and requests for assistance in connection with the
delivery of Tender Instructions may be directed to the Tender and
Tabulation Agent.
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Attention: David Shilson / Alexander Yangaev
Fax: +44 203 004 1590
Telephone; +44 207 704 0880
Email: kmg@lucid-is.com
Website: https://portal.lucid-is.com
DISCLAIMER
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 Offers. If you are in any doubt as to the
contents of this announcement or the Memorandum or the action you
should take, you are recommended to seek your own financial and
legal advice, including in respect of any tax consequences,
immediately from your stockbroker, bank manager, legal adviser,
accountant or other independent financial adviser. Any individual
or company whose Notes are held on its behalf by a broker, dealer,
bank, custodian, trust company or other nominee or intermediary
must contact such entity if it wishes to tender Notes for purchase
pursuant to the Tender Offers. For the avoidance of doubt, none of
the Dealer Managers, the Tender and Tabulation Agent, the Trustee,
the Issuer or KMG Finance makes any recommendation as to whether
Holders should participate in the Offers or otherwise provides any
legal, business, tax or other advice in connection with the
Offers.
This announcement is for informational purposes only. The Offers
are being made only pursuant to the Memorandum and only in such
jurisdictions as is permitted under applicable law. None of this
announcement, the Memorandum nor any other documents or materials
relating to the Offers constitutes an offer to purchase or the
solicitation of an offer to tender or sell Notes to or from any
person located or resident in any jurisdiction where such offer or
solicitation is unlawful.
None of the Dealer Managers, the Tender and Tabulation Agent or
the Trustee (or their respective affiliates, directors, officers,
employees and agents) have separately verified the information
contained in the Memorandum and none of the Dealer Managers, the
Tender and Tabulation Agent or the Trustee, their affiliates or
their respective directors, officers, employees or agents makes any
representations, warranties, undertakings or recommendations
whatsoever (express or implied) regarding the Memorandum or the
Offers and none of such persons accepts any liability or
responsibility as to the accuracy or completeness of the
information contained in the Memorandum or any other information
provided by the Issuer or KMG Finance in connection with or in
relation to the Offers or any failure by the Issuer or KMG Finance
to disclose material information with regard to the Issuer, KMG
Finance or the Offers.
The Dealer Managers, the Trustee and the Tender and Tabulation
Agent (and their respective directors, employees or affiliates)
make no representations or recommendations whatsoever regarding
this announcement, the Memorandum or the Offers. The Tender and
Tabulation Agent is the agent of the Issuer and KMG Finance and
owes no duty to any Holder. None of the Issuer, KMG Finance, the
Dealer Managers, the Trustee or the Tender and Tabulation Agent or
any of their respective directors, employees or affiliates makes
any recommendation as to whether or not the Holders should
participate in the Offers or refrain from taking any action in the
Offers with respect to any of Notes, and none of them has
authorised any person to make any such recommendation.
OFFER AND DISTRIBUTION RESTRICTIONS
General
This announcement does not constitute an offer to purchase, or
the solicitation of an offer to tender or sell, or to exercise any
voting rights with respect to any, Notes to or from, or by, any
person located or resident in any jurisdiction where such offer or
solicitation is unlawful, and tenders of Notes by Holders
originating from any jurisdiction in which such offer or
solicitation is unlawful will not be accepted. The Offers are not
being made, directly or indirectly, in any jurisdiction where to do
so would impose any obligations on the Issuer or KMG Finance in
such jurisdiction, including any requirement to qualify as a
foreign corporation or other entity or as a dealer in securities in
any such jurisdiction, file any general consent to service of
process in any such jurisdiction, subject itself to taxation in any
such jurisdiction if it is not otherwise so subject, make any
filing with any regulatory body in any such jurisdiction or
otherwise have any document approved by, or submitted to, any
regulating body in such jurisdiction. In those jurisdictions where
the securities laws or other laws require the Offers to be made by
a licensed broker or dealer and any Dealer Manager or any of its
respective affiliates is such a licensed broker or dealer in such
jurisdiction, the Offers shall be deemed to be made on behalf of
the Issuer and KMG Finance by such Dealer Manager or affiliate (as
the case may be) in such jurisdiction and the Offers are not made
in any such jurisdiction where either a Dealer Manager or any of
its affiliates is not licensed. Neither this announcement nor the
delivery of the Memorandum nor any purchase of Notes shall, under
any circumstances, create any implication that there has been no
change in the affairs of the Issuer or KMG Finance since the date
hereof, or that the information herein is correct as of any time
subsequent to the date hereof.
Each Holder participating in any Offer will be deemed to give
certain representations in respect of the jurisdictions referred to
below, and generally, on submission of Notes for tender in the
relevant Tender Offer and submission of consent to the relevant
Proposal. Any tender of Notes for purchase pursuant to any Tender
Offer from a Holder that is unable to make these representations
will not be accepted. Each of the Issuer, KMG Finance, the Dealer
Managers and the Tender and Tabulation Agent reserves the right, in
its absolute discretion, to investigate, in relation to any tender
of Notes for purchase pursuant to any Tender Offer, or submission
of consent to the relevant Proposal, whether any such
representation given by a Holder is correct and, if such
investigation is undertaken and as a result the Issuer or KMG
Finance determines (for any reason) that such representation is not
correct, such tender will not be accepted.
A Holder who is a Sanctions Restricted Person may not
participate in any Offer. No Notes purported to be tendered by a
Sanctions Restricted Person pursuant to the Memorandum will be
accepted for purchase and no Sanctions Restricted Person will be
eligible to receive any monetary amount in respect of the relevant
Total Consideration, Tender Offer Consideration or Early Consent
Fee in any circumstances. The Issuer (or KMG Finance on the
Issuer's behalf), in its discretion, reserves the absolute right
not to accept the tender of any Notes by a person whom it has
reason to believe is or may be a Sanctions Restricted Person.
United Kingdom
The communication of this announcement, the Memorandum and any
other documents or materials relating to the Offers is not being
made, and such documents and/or materials have not been approved,
by an authorised person for the purposes of section 21 of the
Financial Services and Markets Act 2000, as amended (the "FSMA").
Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in
the United Kingdom. The communication of such documents and/or
materials is exempt from the restriction on financial promotions
under section 21 of the FSMA on the basis that it is only directed
at and may only be communicated to (i) persons who have
professional experience in matters relating to investments, being
investment professionals as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Financial Promotion Order"); (ii) persons who fall
within Article 43(2) of the Financial Promotion Order, including
existing members and creditors of the Issuer or KMG Finance, (iii)
high net worth companies, and other persons to whom it may lawfully
be communicated, falling within Article 49(2)(a) to (d) of the
Financial Promotion Order or; or (iv) any other persons to whom
these documents and/or materials may lawfully be made under the
Financial Promotion Order. Any investment or investment activity to
which the Memorandum relates is available only to such persons and
will be engaged in only with such persons and other persons should
not rely on it.
Italy
Neither this announcement, nor the Memorandum nor any other
documents or materials relating to the Offers have been or will be
submitted to the clearance procedure of the Commissione Nazionale
per le Società e la Borsa ("CONSOB") pursuant to Italian laws and
regulations. The Offers are being carried out in the Republic of
Italy as exempted offers pursuant to article 101-bis, paragraph
3-bis of the Legislative Decree No. 58 of 24 February 1998, as
amended (the "Financial Services Act"), and article 35-bis,
paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as
amended, as the case may be.
A Holder located in the Republic of Italy may tender Notes
through authorised persons (such as investment firms, banks or
financial intermediaries permitted to conduct such activities in
the Republic of Italy in accordance with the Financial Services
Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended
from time to time, and Legislative Decree No. 385 of September 1,
1993, as amended) and in compliance with applicable laws and
regulations or with requirements imposed by CONSOB or any other
Italian authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with Notes or the Offers.
Belgium
In Belgium, the Offers will not, directly or indirectly, be made
to, or for the account of, any person other than to qualified
investors referred to in Article 10 -- 1 of the Belgian law on the
public offering of investment instruments and the admission of
investment instruments to trading on regulated markets dated 16
June 2006, as amended from time to time (the "Belgian Prospectus
Law"). Neither this announcement, nor the Memorandum nor any other
documentation or material relating to the Offers has been or will
be submitted to the Financial Services and Markets Authority
("Authorité des services et marches financiers / Autoriteit
voorfinanciële diensten en markten") for approval. Accordingly, in
Belgium, the Offers may not be made by way of a public offer within
the meaning of article 3 of the Belgian Prospectus Law and article
3 of the Belgian act on public takeover offers dated 1 April 2007,
as amended from time to time (the "Belgian Takeover Act").
Therefore, the Offers may not be promoted vis-à-vis, and are not
being made to, any person in Belgium (with the exception of
"qualified investors" within the meaning of Article 10 -- 1 of the
Belgian Prospectus Law that are acting for their own account and
without prejudice to the application of Article 6 -- 4 of the
Takeover Act). This announcement, the Memorandum and any other
documentation or material relating to the Offers (including
memoranda, information circulars, brochures or similar documents)
have not been forwarded or made available to, and are not being
forwarded or made available to, directly or indirectly, any such
person. With regard to Belgium, this announcement has been and the
Memorandum will be transmitted only for personal use by the
aforementioned qualified investors and only for the purpose of the
Offers. Accordingly, the information contained in this announcement
and the Memorandum may not be used for any other purpose or be
transmitted to any other person in Belgium (without prejudice to
the application of article 6 -- 4 of the Takeover
Act).
France
The Offers are not being made, directly or indirectly, to the
general public in the Republic of France. Neither this
announcement, nor the Memorandum nor any other documentation or
material relating to the Offers (including memorandums, information
circulars, brochures or similar documents) has been distributed to,
or is being distributed to, the general public in the Republic of
France. Only (i) persons that provide investment services in the
field of portfolio management for the account of third parties
(personnes fournissant le service d'investissement de gestion de
portefeuille pour compte de tiers) and/or (ii) qualified investors
(investisseurs qualifiés) (that are not individuals) acting for
their own account, in each case as defined in or pursuant to
articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code
Monétaire et Financier, may participate in the Offers. This
announcement and the Memorandum have not been submitted to the
clearance procedures of the Autorité des marchés financiers.
The Netherlands
In the Netherlands, the Offers will not, directly or indirectly,
be made to, or for the account of, any person other than to
qualified investors as referred to in Section 1:1 of the Dutch
Financial Supervision Act, as amended from time to time (de Wet op
het Financieel Toezicht, the "FSA"). Neither this announcement, nor
the Memorandum nor any other documentation or material relating to
the Offers has been or will be submitted to the Dutch Authority for
Financial Markets (de Autoriteit Financiële Markten, the "AFM") for
approval. Therefore, neither this announcement, the Memorandum nor
any other documentation or material relating to the Offers qualify
as an approved prospectus as meant in Section 5:2 FSA. Accordingly,
in the Netherlands, the Offers may not be made by way of a public
offer within the meaning of Section 5:2 FSA and the Offers may not
be promoted and are not being made to, any person in the
Netherlands (with the exception of "qualified investors" within the
meaning of Section 1:1 in conjunction with Section 5:3(1)(a) FSA).
This announcement, the Memorandum and any other documentation or
material relating to the Offers (including memoranda, information
circulars, brochures or similar documents) have not been forwarded
or made available to, and are not being forwarded or made available
to, directly or indirectly, any such person. With regard to the
Netherlands, this announcement has been and Memorandum will be
transmitted only for personal use by the aforementioned qualified
investors and only for the purpose of the Offers. Accordingly, the
information contained in this announcement and the Memorandum may
not be used for any other purpose or be transmitted to any other
person in the Netherlands.
Republic of Kazakhstan
The Offers are not being made, directly or indirectly, in the
Republic of Kazakhstan, except in compliance with the laws and
regulations of the Republic of Kazakhstan, including the rules of
the KASE. This announcement and the Memorandum have not been and
will not be submitted for clearance to nor approved by the National
Bank of Kazakhstan.
This information is provided by RNS
The company news service from the London Stock Exchange
END
TENFXLFBVZFEBBK
(END) Dow Jones Newswires
April 03, 2018 08:05 ET (12:05 GMT)
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