TIDM67LN
RNS Number : 0460N
JSC NC KazMunayGas
03 May 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 May 2018
JSC NC "KAZMUNAYGAS" AND KMG FINANCE SUB B.V. ANNOUNCE RESULTS
OF MEETINGS AND TER OFFERS TO THE HOLDERS OF THE OUTSTANDING:
-- 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 were 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.
The Issuer and KMG Finance hereby give notice to Holders that
the Extraordinary Resolutions in respect of each series of Notes
set out in the Notices of Meetings dated 3 April 2018 were duly
passed at the Meetings held today. Supplemental trust deeds (the
"Supplemental Trust Deeds") in respect of each series of Notes
dated 3 May 2018 have been signed by the Issuer, KMG Finance and
Citicorp Trustee Company Limited, as trustee, and the amendments to
the Conditions of each series of Notes contemplated therein have
been implemented effective today.
As of the Expiration Deadline, being 10:00 a.m. (London time) on
1 May 2018, the Issuer and KMG Finance had received valid Tender
Instructions and Voting Instructions in favour of the relevant
Proposal (without Notes being tendered) 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.$1,182,359, U.S.$119,438,00 U.S.$1,301,797,
Notes 000 000 86.21% 0 000 94.92%
The
2021 U.S.$1,130,274, U.S.$1,043,878,
Notes 000 U.S.$963,799,000 85.27% U.S.$80,079,000 000 92.36%
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.$504,493,00
Notes U.S.$512,249,000 U.S.$473,053,000 92.35% U.S.$31,440,000 0 98.49%
On 24 April 2018, the Issuer completed the issuance of its
U.S.$500,000,000 4.750% Notes due 2025, U.S.$1,250,000,000 5.375%
Notes due 2030 and U.S.$1,500,000,000 6.375% Notes due 2048.
Accordingly, the New Financing Condition has been satisfied.
The Issuer intends to purchase all of the validly tendered Notes
of each series, as well as pay the relevant Early Consent Fees for
Notes in respect of which Voting Instructions in favour of the
relevant Proposal were delivered prior to the Early Participation
Deadline, on the Settlement Date as set out below.
Tender Additional
Offer Voting
Consideration Instructions
per U.S.$1,000 Received
Total principal in Favour
Consideration Principal amount of the
per U.S.$1,000 Amount of Notes Relevant
principal tendered tendered Proposal Early
Principal amount after after prior Consent
Amount of Notes Early Early to Early Fee
tendered tendered Participation Participation Participation per
prior prior Deadline Deadline Deadline U.S.$1,000
Description to Early to Early and prior and prior (in principal principal
of the Participation Participation to Expiration to Expiration amount amount
Notes Deadline Deadline Deadline Deadline of Notes) of Notes
------------ ------------------ ---------------- --------------- ---------------- ----------------- ------------
The U.S.$1,181,533,00 U.S.$1,089.50 U.S.$826,000 U.S.$1,069.50 U.S.$119,438,000 U.S.$20.00
2020 0
Notes
The U.S.$959,707,000 U.S.$1,093.50 U.S.$4,092,000 U.S.$1,073.50 U.S.$77,079,000 U.S.$20.00
2021
Notes
The U.S.$117,137,000 U.S.$1,055.50 U.S.$0 U.S.$1,025.50 U.S.$0 U.S.$30.00
2025
Notes
The U.S.$472,553,000 U.S.$1,088.00 U.S.$500,000 U.S.$1,048.00 U.S.$31,440,000 U.S.$40.00
2043
Notes
In each case the Issuer will pay the relevant Accrued Interest,
as well as the relevant Total Consideration or Tender Offer
Consideration, as the case may be. The Settlement Date will be 4
May 2018. All Notes purchased by the Issuer in the Tender Offers
will be delivered to the Registrar for cancellation.
The amendments to the Conditions of each series of Notes set out
in the Supplemental Trust Deeds have been implemented and,
accordingly, all of the Notes of each series which remain
outstanding following settlement of the Tender Offers will be
redeemed at the relevant Early Redemption Amount set out in the
table below, together with the relevant Accrued Interest, on the
Early Redemption Date, which is expected to be 11 May 2018 (and in
no event later than two Business Days following 11 May 2018).
Principal
amount of Early Redemption
Notes outstanding Amount per
following U.S.$1,000
settlement principal
Description of the Tender amount of
of the Notes Offers Notes outstanding
-------------- ------------------- -------------------
The 2020 U.S.$189,078,000 U.S.$1,069.50
Notes
The 2021 U.S.$166,475,000 U.S.$1,073.50
Notes
The 2025 U.S.$6,040,000 U.S.$1,025.50
Notes
The 2043 U.S.$39,196,000 U.S.$1,048.00
Notes
The Dealer Managers in respect of the Offers are:
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
The Tender and Tabulation Agent in respect of the Offers is:
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. If you are in any doubt
as to the contents of this announcement or the Memorandum, 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. This announcement is for
informational purposes only.
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 this announcement, 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 this announcement, 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 Tender and Tabulation
Agent is the agent of the Issuer and KMG Finance and owes no duty
to any Holder.
This information is provided by RNS
The company news service from the London Stock Exchange
END
TENBBGDUGXGBGIX
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May 03, 2018 07:33 ET (11:33 GMT)
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