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| Name | Symbol | Market | Type |
|---|---|---|---|
| Jsc.nc Kaz 47s | LSE:66ZX | London | Medium Term Loan |
| Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0 | - |
From Jul 2019 to Jul 2024
TIDM66ZX
RNS Number : 4999D
JSC NC KazMunaIGas
28 October 2020
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.
28 October 2020
JSC NC "KAZMUNAYGAS" AND KazMunaiGaz Finance SUB B.V. ANNOUNCE RESULTS OF MEETINGS AND TER OFFERS TO THE HOLDERS OF THE OUTSTANDING:
-- U.S.$500,000,000 3.875% Notes due 2022 (ISIN (REG S): XS1595713279; ISIN (RULE 144A): US48667QAM78; CUSIP (RULE 144A): 48667QAM7); AND
-- U.S.$1,000,000,000 4.400% Notes due 2023 (ISIN (REG S): XS0925015074; ISIN (RULE 144A): US46639UAA34; CUSIP (RULE 144A): 46639UAA3).
On 23 September 2020, JSC NC "KAZMUNAYGAS" (the "Issuer") and KazMunaiGaz 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.$500,000,000 3.875% Notes due 2022 (of which U.S.$500,000,000 in principal amount remains outstanding) (the "2022 Notes") to tender any and all 2022 Notes held by it for purchase by the Issuer for cash (the "2022 Tender Offer") and to concurrently consent to amend (as more fully set out in the Extraordinary Resolution in respect of the 2022 Notes) the terms and conditions of the 2022 Notes (the "2022 Conditions") to provide for mandatory early redemption of the 2022 Notes (the "2022 Proposal", and together with the 2022 Tender Offer, the "2022 Offer") ; and
-- of the Issuer's outstanding U.S.$1,000,000,000 4.400% Notes due 2023 (of which U.S.$406,564,000 in principal amount remains outstanding) (the "2023 Notes") to tender any and all 2023 Notes held by it for purchase by the Issuer for cash (the "2023 Tender Offer", and together with the 2022 Tender Offer, the "Tender Offers") and to concurrently consent to amend (as more fully set out in the Extraordinary Resolution in respect of the 2023 Notes) the terms and conditions of the 2023 Notes (the "2023 Conditions", and together with the 2022 Conditions, the "Conditions") to provide for mandatory early redemption of the 2023 Notes (the "2023 Proposal", and together with the 2023 Tender Offer, the "2023 Offer"; the 2022 Proposal and the 2023 Proposal, together the "Proposals", and each a "Proposal"; and the 2022 Offer and the 2023 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 23 September 2020 (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 23 September 2020 were duly passed at the Meetings held today. Supplemental trust deeds (the "Supplemental Trust Deeds") in respect of each series of Notes dated 28 October 2020 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 26 October 2020, 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:
Hot Features
Premium
Percentage
of the
Additional Outstanding
Voting Total Notes in
Instructions Instructions respect
Received received of which
in Favour in Favour Instructions
Tender of the of the in Favour
Instructions Percentage Relevant Relevant of the
Received of the Proposal Proposal Relevant
Description Outstanding (in principal Outstanding (in principal (in principal Proposal
of the Principal amount of Notes amount amount have been
Notes Amount Notes) Tendered of Notes) of Notes) Received
------------- ----------------- ----------------- ------------- ---------------- ---------------- --------------
The 2022 U.S.$437,980,00
Notes U.S.$500,000,000 U.S.$416,864,000 83.37% U.S.$21,116,000 0 87.60%
The 2023 U.S.$345,672,00
Notes U.S.$406,564,000 U.S.$332,509,000 81.79% U.S.$13,163,000 0 85.02%
On 14 October 2020, the Issuer completed the issuance of its U.S.$750,000,000 3.5% Notes due 2033. 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
Offer Additional
Consideration Voting
per U.S.$1,000 Instructions
Total principal Received
Consideration amount in Favour
per U.S.$1,000 of Notes of the Relevant
principal Principal tendered Proposal
amount Amount tendered after prior to Early
Principal of Notes after Early Early Early Consent
Amount tendered tendered Participation Participation Participation Fee per
prior to prior to Deadline Deadline Deadline U.S.$1,000
Description Early Early and prior and prior (in principal principal
of the Participation Participation to Expiration to Expiration amount of amount
Notes Deadline Deadline Deadline Deadline Notes) of Notes
------------ ---------------- ---------------- ----------------- ---------------- ----------------- ------------
The 2022 U.S.$409,677,00 U.S.$1,047.50 U.S.$7,187,000 U.S.$1,017.50 U.S.$21,116,000 U.S.$30.00
Notes 0
The 2023 U.S.$332,184,00 U.S.$1,073.50 U.S.$325,000 U.S.$1,043.50 U.S.$13,163,000 U.S.$30.00
Notes 0
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 30 October 2020. 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 3 November 2020 (and in no event later than two Business Days following 3 November 2020).
Principal amount
of Notes outstanding Early Redemption
following settlement Amount per U.S.$1,000
Description of the Tender principal amount
of the Notes Offers of Notes outstanding
--------------- ---------------------- -----------------------
The 2022 Notes U.S.$83,136,000 U.S.$1,017.50
The 2023 Notes U.S.$74,055,000 U.S.$1,043.50
The Dealer Managers in respect of the Offers were:
JSC Halyk Finance J.P. Morgan Securities plc
109"V" Abay avenue, 5th floor 25 Bank Street
A05A1B9 Canary Wharf
Almaty London E14 5JP
Republic of Kazakhstan United Kingdom
Attention: Consulting and Underwriting Department Attention: Liability management
Telephone: +7-727-311-5977 Telephone: +44 20 7134 2468
Email: IB@halykfinance.kz Email: em_europe_lm@jpmorgan.com
MUFG Securities EMEA plc SkyBridge Invest
Ropemaker Place 77/7 Al-Farabi avenue, 7th floor
25 Ropemaker Street A15E3H4
London EC2Y 9AJ Almaty
United Kingdom Republic of Kazakhstan
Attention: Liability Management Group Attention: Investment Banking Department
Telephone: +44-207-577-4145 Telephone: +7-727-331-3350
Email:liability.management@mufgsecurities.com Email: buirakulova@sbinvest.kz
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 / Owen Morris
Telephone; +44 207 704 0880
Email: kmg@lucid-is.com
Website: www.lucid-is.com/kmg
This announcement is made by:
JSC NC "KazMunayGas"
8, Kunayev Street
Nur-Sultan 010000
Republic of 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, Deputy Chairman of the Management Board for Economics and Finance, on behalf of JSC NC "KazMunayGas" and Mr. Otmar E. Carolus, Managing Director A and in his capacity as attorney under a power of attorney, on behalf of KazMunaiGaz Finance Sub B.V. and constitutes a public disclosure of inside information under Regulation (EU) 596/2014 (16 April 2014), as amended.
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.
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END
RTEFLFSLITLTFII
(END) Dow Jones Newswires
October 28, 2020 07:51 ET (11:51 GMT)
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