JSC NC KazMunayGas Results of Meetings and Tender Offer (5045U)

TIDM66ZX

RNS Number : 5045U

JSC NC KazMunayGas

29 March 2019

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, THE CONSENT SOLICITATION MEMORANDUM OR THE TER OFFER AND CONSENT SOLICITATION MEMORANDUM.

29 March 2019

JSC NC "KAZMUNAYGAS" AND KazMunaiGaz FINANCE SUB B.V. ANNOUNCE RESULTS OF THE:

-- CONSENT SOLICITATION IN RESPECT OF THE U.S.$500,000,000 3.875% Notes due 2022, U.S.$1,000,000,000 4.40% notes due 2023, U.S.$1,000,000,000 4.75% Notes due 2027 and U.S.$1,250,000,000 5.75% Notes due 2047; AND

-- TER OFFER AND CONSENT SOLICITATION IN RESPECT OF THE U.S.$1,000,000,000 6.0% notes due 2044, OF WHICH U.S.$30,112,000 REMAINS OUTSTANDING,

IN EACH CASE ISSUED BY JSC NC "KAZMUNAYGAS" UNDER THE GLOBAL MEDIUM TERM NOTE PROGRAMME OF JSC NC "KAZMUNAYGAS" AND KazMunaiGaz FINANCE SUB B.V.

Capitalised terms used in this announcement but not defined herein have the meaning given to them in the consent solicitation memorandum in respect of the Solicitation (as defined below) dated 27 February 2019 (the "Consent Solicitation Memorandum") or the tender offer and consent solicitation memorandum in respect of the 2044 Offer (as defined below) dated 27 February 2019 (the "Tender Offer Memorandum" and, together with the Consent Solicitation Memorandum, the "Memoranda").

The Solicitation:

On 27 February 2019, JSC NC "KAZMUNAYGAS" (the "Issuer") and KazMunaiGaz Finance Sub B.V. ("KMG Finance") announced their invitations to each holder of the:

-- U.S.$500,000,000 3.875% Notes due 2022 (Reg S ISIN: XS1595713279; Rule 144A ISIN: US48667QAM78) (the "2022 Notes");

-- U.S.$1,000,000,000 4.40% notes due 2023 (Reg S ISIN: XS0925015074; Rule 144A ISIN: US46639UAA34) (the "2023 Notes");

-- U.S.$1,000,000,000 4.75% Notes due 2027 (Reg S ISIN: XS1595713782; Rule 144A ISIN: US48667QAN51) (the "2027 Notes"); and

-- U.S.$1,250,000,000 5.75% Notes due 2047 (Reg S ISIN: XS1595714087; Rule 144A ISIN: US48667QAP00) (the "2047 Notes"),

to consent to certain proposed amendments being sought (the "Solicitation") to (i) the terms and conditions of the 2022 Notes, (ii) the terms and conditions of the 2023 Notes, (iii) the terms and conditions of the 2027 Notes, (iv) the terms and conditions of the 2047 Notes and (v) the provisions of the trust deeds constituting the 2022 Notes, the 2023 Notes, the 2027 Notes and the 2047 Notes, all as more fully described in Consent Solicitation Memorandum (the "Proposal").

The Solicitation was made on the terms and subject to the conditions set forth in the Consent Solicitation Memorandum.

The Issuer and KMG Finance hereby give notice to Noteholders that the Extraordinary Resolutions in respect of each of the 2022 Notes, the 2023 Notes, the 2027 Notes and the 2047 Notes set out in the Notices of Meetings dated 27 February 2019 were duly passed at the Meetings held today. The effectiveness of the Extraordinary Resolutions is subject to the execution of the supplemental trust deeds in respect of each such series of Notes on today's date.

As of the relevant Voting Deadlines in respect of the Proposal of:

   --     10:00 a.m. (London time) on 27 March 2019 in respect of the 2022 Notes; 
   --     10:15 a.m. (London time) on 27 March 2019  in respect of the 2023 Notes; 
   --     10:30 a.m. (London time) on 27 March 2019 in respect of the 2027 Notes; and 
   --     10:45 a.m. (London time) on 27 March 2019 in respect of the 2047 Notes, 

the Issuer and KMG Finance had received Voting Instructions in respect of the Proposal as set out below (including Voting Instructions received in favour of the Proposal on or prior to the Early Consent Deadline of 5:00 p.m. (Eastern Standard Time)/9:00 p.m. (London time) on 12 March 2019).

 
                                    Total Voting 
                                     Instructions        Percentage 
                                     Received in          of Outstanding        Voting Instructions 
                                     favour of            Notes in               Received 
                                     the relevant         respect                in favour 
                                     Extraordinary        of which               of the relevant 
                                     Resolution           Voting Instructions    Extraordinary        Indicative 
                                     on or prior          have been              Resolution            Early 
                                     to the relevant      received               by the Early          Consent 
                                     Voting Deadline      in favour              Consent Deadline      Fee (per 
 Description   Outstanding           (in principal        of the relevant        (in principal         U.S.$1,000 
  of the        Principal            amount of            Extraordinary          amount of             of Qualifying 
  Notes         Amount               Notes)               Resolution             Notes)                Notes)(1) 
------------  -------------------  -------------------  ---------------------  --------------------  --------------- 
 The 2022      U.S.$500,000,000     U.S.$398,461,000     79.7%                  U.S.$383,580,000      U.S.$6.26 
  Notes 
 The 2023      U.S.$406,564,000     U.S.$356,604,000     87.7%                  U.S.$356,604,000      U.S.$5.47 
  Notes 
 The 2027      U.S.$1,000,000,000   U.S.$827,374,000     82.7%                  U.S.$810,634,000      U.S.$9.87 
  Notes 
 The 2047      U.S.$1,250,000,000   U.S.$1,145,508,000   91.6%                  U.S.$1,139,338,000    U.S.$15.80 
  Notes 
 

1 These are illustrative figures only and are rounded to the nearest cent per U.S.$1,000 in principal amount of Qualifying Notes. The actual amount of the Early Consent Fee to be received by each Qualifying Noteholder will be paid without any rounding adjustments.

The Issuer intends to pay the relevant Early Consent Fees for Notes in respect of which Voting Instructions in favour of the Proposal were received on or prior to the Early Consent Deadline on the Settlement Date of 2 April 2019.

The 2044 Offer:

On 27 February 2019, the Issuer and KMG Finance also announced their invitation to each holder (subject to certain offer and distribution restrictions referred to below) of the Issuer's outstanding U.S.$1,000,000,000 6.0% notes due 2044 (Reg S ISIN: XS1134544151; Rule 144A ISIN: US48667QAK13) (the "2044 Notes", and together with the 2022 Notes, the 2023 Notes, the 2027 Notes and the 2047 Notes, the "Notes") to tender any or all of such 2044 Notes held by the Noteholder for purchase by the Issuer for cash (the "2044 Tender Offer") and concurrently to consent to amend, by extraordinary resolution of the Noteholders, the terms and conditions of the 2044 Notes to provide for mandatory early redemption of the 2044 Notes by the Issuer (the "2044 Proposal", and together with the 2044 Tender Offer, the "2044 Offer").

The 2044 Offer was made on the terms and subject to the conditions set forth in the Tender Offer Memorandum.

The Issuer and KMG Finance hereby give notice to Noteholders that the Extraordinary Resolution in respect of the 2044 Notes set out in the Notice of Meeting dated 27 February 2019 was duly passed at the Meeting held today. The effectiveness of the Extraordinary Resolution is subject to the execution of the supplemental trust deed in respect of the 2044 Notes on today's date.

As of the Expiration Deadline, being 11:00 a.m. (London time) on 27 March 2019, the Issuer and KMG Finance had received valid Tender Instructions and Voting Instructions in favour of the 2044 Proposal (without Notes being tendered) as set out below:

 
                                                      Additional                                   Percentage 
                                                       Voting Instructions   Total Instructions    of the Outstanding 
                                                       Received               received             Notes in respect 
                                   Tender              in Favour              in Favour            of which 
                                    Instructions       of the 2044            of the 2044          Instructions 
                                    Received           Proposal               Proposal             in Favour 
 Description    Outstanding         (in principal      (in principal          (in principal        of the 2044 
  of the         Principal          amount             amount of              amount of            Proposal have 
  Notes          Amount             of Notes)          Notes)                 Notes)               been Received 
-------------  -----------------  -----------------  ---------------------  --------------------  -------------------- 
 The 2044 
  Notes         U.S.$30,112,000    U.S.$15,670,000    U.S.$9,250,000         U.S.$24,920,000       82.76% 
 

The Issuer intends to purchase all of the validly tendered 2044 Notes, as well as pay the Early Consent Fee for 2044 Notes in respect of which Voting Instructions in favour of the 2044 Proposal were received on or prior to the Early Participation Deadline of 11:59 p.m. (New York City time) on 12 March 2019 on the Settlement Date as set out below.

 
                                                                       Tender 
                                                                        Offer 
                                                                        Consideration    Additional 
                                                                        per U.S.$1,000   Voting 
                                                                        principal        Instructions 
                                 Total                                  amount           Received 
                                 Consideration                          of Notes         in Favour 

                                 per U.S.$1,000     Principal           tendered         of the 2044 
                                 principal           Amount tendered    after            Proposal 
               Principal         amount              after Early        Early            on or prior       Early 
                Amount           of Notes            Participation      Participation    to Early           Consent 
                tendered         tendered            Deadline           Deadline         Participation      Fee per 
                on or prior      on or prior         and on or          and on           Deadline           U.S.$1,000 
 Description    to Early         to Early            prior to           or prior         (in principal      principal 
  of the        Participation    Participation       Expiration         to Expiration    amount of          amount 
  Notes         Deadline         Deadline            Deadline           Deadline         Notes)             of Notes 
------------  ----------------  -----------------  -----------------  ----------------  ----------------  ------------ 
 The 2044      U.S.$15,670,000   U.S.$1,020.00      U.S.$0             U.S.$1,000.00     U.S.$9,250,000    U.S.$20.00 
  Notes 
 

The Issuer will pay Accrued Interest in respect of the 2044 Notes accepted for purchase, as well as the Total Consideration. The Settlement Date will be 2 April 2019. All Notes purchased by the Issuer in the 2044 Tender Offer will be delivered to the Registrar for cancellation.

Subject to the execution of the supplemental trust deed in respect of the 2044 Notes on today's date to implement the amendments to the Conditions of the 2044 Notes, all of the 2044 Notes which remain outstanding following settlement of the 2044 Tender Offer will be redeemed at the Early Redemption Amount set out in the table below, together with Accrued Interest, on the Early Redemption Date, which is expected to be 4 April 2019 (and in no event later than two Business Days following 4 April 2019).

 
                  Principal amount 
                   of Notes outstanding   Early Redemption 
                   following settlement    Amount per U.S.$1,000 
 Description       of the 2044 Tender      principal amount 
  of the Notes     Offer                   of Notes outstanding 
---------------  ----------------------  ----------------------- 
 The 2044 Notes   U.S.$14,442,000         U.S.$1,000.00 
 

The Dealer Managers and Solicitation Agents in respect of the Solicitation and the 2044 Offer are:

 
                ING Bank N.V., London Branch                     J.P. Morgan Securities plc 
                        8-10 Moorgate                                   25 Bank Street 
                       London EC2R 6DA                                   Canary Wharf 
                       United Kingdom                                   London E14 5JP 
               Attention: Liability Management                          United Kingdom 
                            Team                               Attention: Liability management 
                 Telephone: [phone]                      Telephone: [phone] 
             Email: [e-mail]               Email: [e-mail] 
 

MUFG Securities EMEA plc

Ropemaker Place

25 Ropemaker Street

London EC2Y 9AJ

United Kingdom

Attention: Liability Management Group

Telephone: [phone]

Email: [e-mail]

The Tender and Tabulation Agent in respect of the Solicitation and the 2044 Offer is:

Lucid Issuer Services Limited

Tankerton Works

12 Argyle Walk

London WC1H 8HA

United Kingdom

Attention: David Shilson / Alexander Yangaev

Fax: [phone]

Telephone; [phone]

Email: [e-mail]

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

DISCLAIMER

This announcement must be read in conjunction with the Memoranda. This announcement and the Memoranda contain important information which should be read carefully. If you are in any doubt as to the contents of this announcement or the Memoranda, 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 Memoranda 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 Memoranda, the Solicitation or the 2044 Offer and none of such persons accepts any liability or responsibility as to the accuracy or completeness of the information contained in the Memoranda or any other information provided by the Issuer or KMG Finance in connection with or in relation to the Solicitation or the 2044 Offer or any failure by the Issuer or KMG Finance to disclose material information with regard to the Issuer, KMG Finance, the Solicitation or the 2044 Offer. The Tender and Tabulation Agent is the agent of the Issuer and KMG Finance and owes no duty to any Noteholder.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

END

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March 29, 2019 07:22 ET (11:22 GMT)