TIDM67LN
RNS Number : 1649L
JSC NC KazMunayGas
17 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.
17 April 2018
JSC NC "KAZMUNAYGAS" AND KMG FINANCE SUB B.V. ANNOUNCE
INSTRUCTIONS RECEIVED AS OF THE EARLY PARTICIPATION DEADLINE FOR
THE 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)
On 3 April 2018, JSC NC "KAZMUNAYGAS" (the "Issuer") and KMG
FINANCE SUB B.V. ("KMG Finance") announced their invitations to
each holder (a "Holder") (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").
Capitalised terms used in this announcement but not defined
herein have the meaning given to them in the Memorandum.
As of the Early Participation Deadline, being 11:59 p.m. (New
York City time) on 16 April 2018, the Issuer and KMG Finance had
received Tender Instructions and Voting Instructions in respect of
each series of Notes as set out below:
Percentage
of the
Outstanding
Additional Notes
Voting Total in respect
Instructions Instructions of which
Received received Instructions
in Favour in Favour in Favour
Tender of the of the of the
Instructions Percentage Relevant Relevant Relevant
Received of the Proposal Proposal Proposal
Description Outstanding (in principal Outstanding (in principal (in principal have
of the Principal amount Notes amount amount been
Notes Amount of Notes) Tendered of Notes) of Notes) Received
------------- ----------------- ----------------- ------------- ---------------- ---------------- --------------
The
2020 U.S.$1,371,437, U.S.$1,181,533, U.S.$119,438,00 U.S.$1,300,971,
Notes 000 000 86.15% 0 000 94.86%
The
2021 U.S.$1,130,274, U.S.$1,036,786,
Notes 000 U.S.$959,707,000 84.91% U.S.$77,079,000 000 91.73%
The
2025 U.S.$117,137,00
Notes U.S.$123,177,000 U.S.$117,137,000 95.10% U.S.$0 0 95.10%
The
2043 U.S.$503,993,00
Notes U.S.$512,249,000 U.S.$472,553,000 92.25% U.S.$31,440,000 0 98.39%
The Tender Offers will expire at 10:00 a.m. (London time) on 1
May 2018, unless extended or earlier terminated, as described in
the Memorandum and the Voting Deadlines in respect of the Proposals
are on 1 May 2018 at, in respect of the 2020 Notes, 10:00 a.m.
(London time), in respect of the 2021 Notes, 10:15 a.m. (London
time), in respect of the 2025 Notes, 10:30 a.m. (London time) and,
in respect of the 2043 Notes, 10:45 a.m. (London time).
Copies of the Memorandum are available from the Tender and
Tabulation Agent as set out below.
Holders are advised to read carefully the Memorandum for full
details of and information on the procedures for participating in
the Offers.
Questions and requests for assistance in connection with the
Offers may be directed to any Dealer Manager.
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 or Voting 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
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).
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
RTEGGUGGCUPRUBM
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April 17, 2018 05:14 ET (09:14 GMT)
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