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Name | Symbol | Market | Type |
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Places Tr 34 | LSE:94DU | London | Medium Term Loan |
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TIDM94DU TIDM94DV
RNS Number : 3245X
JSC National Atomic Co. Kazatomprom
13 February 2012
This announcement contains important information that should be read carefully before any decision is made with respect to the Proposal (as defined below) and must read in conjunction with the Consent Solicitation Memorandum (as defined below). Any individual or company whose Notes (as defined below) are held by a broker, dealer, bank, custodian, trust company or accountholder must contact such entity and instruct such entity, as the holder of such Notes, to consent in accordance with the customary procedures of the relevant clearing system. Any Noteholder who is in doubt as to what action to take should contact an independent professional adviser for advice on the merits of the Proposal including, without limitation, the tax consequences thereof.
KAZATOMPROM LAUNCHES CONSENT SOLICITATION
13 February 2012 - JSC National Atomic Company Kazatomprom ("Kazatomprom"), a joint stock company organised in the Republic of Kazakhstan, is commencing the solicitation of consents (the "Consent Solicitation") from holders (the "Noteholders") of its U.S.$500,000,000 6.25% Notes due 2015
(Regulation S Notes: ISIN XS0510820011 / Common Code 051082001; Rule 144A Notes: ISIN US63253RAA05 / CUSIP 63253RAA0 / Common Code 051127641; KASE Trading Code KZAPe1 (the "Notes").
Pursuant to the Consent Solicitation, Kazatomprom is requesting the Noteholders to approve certain proposed waivers of the provisions of the Terms and Conditions of the Notes and the Trust Deed (the "Proposal"). Capitalised terms used in this announcement and not otherwise defined herein have the meanings ascribed to them in the Consent Solicitation Memorandum dated 13 February 2012 issued by Kazatomprom (the "Consent Solicitation Memorandum").
As more fully described directly from the transfer in the Consent Solicitation by the Issuer of the Memorandum, the Issuer Social Facility. is seeking the sanction and approval by Noteholders For the avoidance of of the waiver of certain doubt, the proposed provisions of the Terms waiver of compliance and Conditions of the with the "Limitation Notes and the Trust on Sales of Assets and Deed, including as follows: Subsidiary Stock" covenant is limited to the transfer (a) the obligation of of the Social Facility. the Issuer under Condition As to any other asset 4(c) (Limitation on disposition, this covenant Sales of Assets and will remain in full Subsidiary Stock) of force and effect. the Terms and Conditions of the Notes to not, If (i) the Extraordinary and not permit any material Resolution is approved subsidiary to, consummate and (ii) all Conditions any asset disposition Precedent are satisfied involving aggregate or, if capable of being consideration equal waived, waived, then to or greater than U.S.$10 Kazatomprom will pay, million (or its equivalent) or procure to be paid, unless the Issuer or on the Settlement Date: such subsidiary receives consideration at the * a cash payment of U.S.$2.50 for each U.S.$1,000 time of such asset disposition principal amount of Notes (the "Early Consent Fee") at least equal to the to Noteholders who complete and deliver valid Voting fair market value of Instructions in favour of the Extraordinary the asset, insofar as Resolution on or before the Early Solicitation this requirement applies Deadline; or to the potential transfer by the Issuer of the Art Palace for Schoolchildren * a cash payment of U.S.$1.00 for each U.S.$1,000 in Astana City (the principal amount of Notes (the "Consent Fee") to "Social Facility") to Noteholders who complete and deliver (and do not another entity; revoke) valid Voting Instructions in favour of the Extraordinary Resolution after the Early Solicitation (b) any other Condition Deadline. of the Terms and Conditions of the Notes or clause of the Trust Deed or any Event of Default that may have arisen directly from the construction by the Issuer of the Social Facility; and (c) any other Condition of the Terms and Conditions of the Notes or clause of the Trust Deed or any Event of Default that may arise The Early Solicitation appointment of the Tabulation Deadline is 3:00 p.m. Agent as proxy and instructions (London time) on 24 as to how it wishes February 2012 and the the votes in respect Solicitation Deadline of the Notes beneficially is 3:00 p.m. (London owned by it to be cast time) on 5 March 2012 at the Meeting. If such (unless extended or Electronic Voting Instructions earlier terminated by or DTC Instructions Kazatomprom). The Meeting are delivered after will take place on 7 the Early Solicitation March 2012 unless adjourned. Deadline, they will remain valid unless The Proposal requires amended or revoked. the consent of the Noteholders All Electronic Voting of not less than 75 Instructions and DTC per cent. of the votes Instructions will remain cast at a Meeting duly valid until the conclusion convened and held by of the Meeting or adjourned two or more persons Meeting, as the case holding or representing may be, unless validly in the aggregate more amended or revoked (if than 50 per cent. in revocable). principal amount of the outstanding Notes. In respect of Notes held through DTC, only Noteholders wishing those holders who are to participate in the direct participants Consent Solicitation in DTC on 13 February should submit or to 2012 (the "Record Date") arrange to have submitted will be entitled to on their behalf no later vote. Holders who acquire than the Solicitation Notes after the Record Deadline (unless extended Date will not be able or earlier terminated to exercise their vote by Kazatomprom) Electronic in respect of Notes Voting Instructions held by DTC. or DTC Instructions through the relevant A complete set of the Clearing System in accordance Consent Solicitation with the procedures materials is available of, and within the time upon request by contacting limits specified the Solicitation Agents by, the relevant Clearing or the Tabulation Agent. System regarding the
The Solicitation Agents for the Consent Solicitation are:
J.P. Morgan Securities The Royal Bank of Scotland Ltd. plc 125 London all 135 Bishopsgate London EC2Y 5AJ London, EC2M 3UR United Kingdom United Kingdom Tel: +44 20 7779 2468, Tel: +44 20 7075 3781, +44 20 7325 4851 +44 20 7085 4634 Attention: J.P. Morgan Attention: Liability Liability Management Management Group Email: corp_syndicate@jpmorgan.com, Email: liabilitymanagement@rbs.com emea_lm@jpmorgan.com
The Tabulation Agent for the Consent Solicitation is:
The Bank of New York Mellon, London Branch
One Canada Square
London E14 5AL
United Kingdom
Tel: +44 20 7964 4958
Attention: Debt Restructuring Services
Email: debtrestructuring@bnymellon.com
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION TO PARTICIPATE IN THE CONSENT SOLICITATION.
Within the United Kingdom, forward-looking statements this announcement is can be identified by directed only at persons the use of forward-looking having professional terminology such as experience in matters "believes", "expects", relating to investments "may", "are expected who fall within the to", "intends", "will", definition of "investment "will continue", "should", professionals" in Article "would be", "seeks", 19(5) of the Financial "approximately" or "anticipates" Services and Markets or similar expressions Act 2000 (Financial or the negative or other Promotion) Order 2005 variations thereof or ("relevant persons"). comparable terminology. The investment or investment These forward-looking activity to which this statements include all announcement relates matters that are not is only available to historical facts. Although and will only be engaged forward-looking statements in with relevant persons reflect management's and persons who receive good faith beliefs, this announcement who reliance should not are not relevant persons be placed on forward-looking should not rely or act statements because they upon it. involve known and unknown risks, uncertainties This announcement is and other factors, which not a solicitation of may cause actual results, consent with respect performance or achievements to any Notes and does to differ materially not constitute an invitation from anticipated future to participate in the results, performance Consent Solicitation or achievements expressed in or from any jurisdiction or implied by such forward-looking in or from which, or statements. Kazatomprom to or from any person does not undertake any to or from whom, it obligation to publicly is unlawful to make update or revise any such invitation under forward-looking statements, applicable securities whether as a result laws. The Consent Solicitation of new information, is being made solely future events or otherwise. pursuant to the Consent Solicitation Memorandum Disclaimer and related documents, dated 13 February 2012, This announcement must which set forth a detailed be read in conjunction statement of the terms with the Consent Solicitation of the Consent Solicitation. Memorandum. This announcement and the Consent Solicitation The distribution of Memorandum contain important this announcement in information which should certain jurisdictions be read carefully before may be restricted by any decision is made law. Persons into whose with respect to the possession this announcement Proposal. If any Noteholder comes are required to is in any doubt as to inform themselves about, the contents of the and to observe, any Consent Solicitation such restrictions. Memorandum or the action it should take, it is Cautionary Statement recommended to seek Regarding Forward-Looking its own financial advice Statements immediately from its stockbroker, bank manager, This announcement includes accountant, tax advisor forward-looking statements. or independent advisor. Certain statements set None of Kazatomprom, forth in this Consent the Tabulation Agent, Solicitation Memorandum the Solicitation Agents contain "forward-looking or the Trustee under statements" that involve the Trust Deed, makes a number of risks and any recommendation as uncertainties. Certain to whether Noteholders such should consent to the Proposal.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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