TIDM66ZX
RNS Number : 2732R
JSC NC KazMunayGas
27 February 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.
27 February 2019
JSC NC "KAZMUNAYGAS" AND KazMunaiGaz FINANCE SUB B.V.
ANNOUNCE:
-- 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.
The Solicitation:
JSC NC "KAZMUNAYGAS" (the "Issuer") and KazMunaiGaz Finance Sub
B.V. ("KMG Finance") today announce their invitation to each holder
of:
-- U.S.$500,000,000 3.875% Notes due 2022 (Reg S ISIN:
XS1595713279; Rule 144A ISIN: US48667QAM78) (the "2022 Notes") of
which U.S.$500,000,000 remains outstanding;
-- U.S.$1,000,000,000 4.40% notes due 2023 (Reg S ISIN:
XS0925015074; Rule 144A ISIN: US46639UAA34) (the "2023 Notes") of
which U.S.$406,564,000 remains outstanding;
-- U.S.$1,000,000,000 4.75% Notes due 2027 (Reg S ISIN:
XS1595713782; Rule 144A ISIN: US48667QAN51) (the "2027 Notes") of
which U.S.$1,000,000,000 remains outstanding; and
-- U.S.$1,250,000,000 5.75% Notes due 2047 (Reg S ISIN:
XS1595714087; Rule 144A ISIN: US48667QAP00) (the "2047 Notes") of
which U.S.$1,250,000,000 remains outstanding,
to consent to certain proposed amendments (the "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 (as defined below) (the
"Proposal").
The Solicitation is made on the terms and subject to the
conditions set forth in the Consent Solicitation Memorandum dated
27 February 2019 (the "Consent Solicitation Memorandum"). In order
to vote in respect of the Solicitation, Noteholders must submit
Voting Instructions to the Tabulation Agent by the time specified
in the relevant Notice of Meeting on 27 March 2019 (the "Voting
Deadline") or otherwise make arrangements to vote at the relevant
Meeting to be held at the time specified in the relevant Notice of
Meeting on 29 March 2019.
The Early Consent Fee is, in the case of each the 2022 Notes,
2023 Notes, 2027 Notes and 2047 Notes, a fixed fee to be split
among all holders of the relevant Series who validly submit Voting
Instructions that are received by the Tabulation Agent on or before
5:00 p.m. (Eastern Standard Time)/10:00 p.m. (London time) on 12
March 2019 (the "Early Consent Deadline") in favour of the relevant
Extraordinary Resolution ("Qualifying Noteholders") pro rata
according to their holdings of Qualifying Notes of the relevant
Series, subject to any Maximum Consent Fee as described in the
Consent Solicitation Memorandum:
Early Consent 2022 Notes 2023 Notes 2027 Notes 2047 Notes
Fee
Aggregate fee U.S.$2.4 million U.S.$1.95 million U.S.$8.0 million U.S.$18.0 million
to be shared
by all Qualifying
Noteholders
----------------- ------------------ ----------------- ------------------
Indicative U.S.$4.80 per U.S.$4.80 per U.S.$8.00 per U.S.$ 14.40
Early Consent U.S.$1,000 U.S.$1,000 U.S.$1,000 per U.S.$1,000
Fee if 100%
of Noteholders
consent(1)
----------------- ------------------ ----------------- ------------------
1 These are illustrative figures only. The actual amount of any
Early Consent Fee will vary depending on the total number of Voting
Instructions received prior to the Early Consent Deadline in favour
of the relevant Extraordinary Resolution in the event the relevant
Extraordinary Resolution is passed and the other Conditions to the
Proposal are satisfied or waived, subject to any Maximum Consent
Fee (see "Tax Consequences - Certain Material U.S. Federal Income
Tax Considerations" in the Consent Solicitation Memorandum).
The Proposed Amendments
The approval of the respective holders of each of the 2022
Notes, the 2023 Notes, the 2027 Notes and the 2047 Notes is being
solicited to the Proposed Amendments in relation to the terms and
conditions of such Notes and the trust deeds constituting such
Notes (the "Trust Deeds"), by way of Extraordinary Resolutions.
The holders of the 2022 Notes, the 2023 Notes, the 2027 Notes
and the 2047 Notes are being requested to provide their consent to,
and approve, the alignment of the terms and conditions of each
Series of Notes with the terms and conditions of the 2018 Notes,
with the Proposed Amendments (if approved) to take effect on the
Effective Date. In the event the Proposed Amendments become
effective, the amended terms and conditions of each Series will be
exactly the same as the terms and conditions of the 2018 Notes
other than in respect of the dates of the Trust Deeds the relevant
Notes are constituted by and the dates of the agency agreements
entered into in relation to each Series of Notes. In addition, the
holders of the 2022 Notes, the 2023 Notes, the 2027 Notes and the
2047 Notes are being requested to provide their consent to, and
approve, the alignment of schedule 4 (Provisions for Meetings of
Noteholders) to each Trust Deed with schedule 4 (Provisions for
Meetings of Noteholders) to the amended and restated trust deed
dated 3 April 2018 constituting the 2018 Notes.
The 2044 Offer:
The Issuer and KMG Finance today also announce 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 is made on the terms and subject to the
conditions set forth in the Tender Offer and Consent Solicitation
Memorandum dated 27 February 2019 (the "Tender Offer Memorandum"
and, together with the Consent Solicitation Memorandum, the
"Memoranda"). The tender of any 2044 Notes in the 2044 Tender
Offer, in order to be valid, is conditional upon the relevant
Noteholder concurrently submitting a vote to approve the
Extraordinary Resolution consenting to the 2044 Proposal. The 2044
Tender Offer begins on 27 February 2019 and will expire at 11:00
a.m. (London time) on 27 March 2019, unless the 2044 Tender Offer
is extended or earlier terminated, as described in the Tender Offer
Memorandum (the "Expiration Deadline"). The following table sets
forth details of the 2044 Tender Offer and the 2044 Proposal:
Total
Consideration
per
U.S.$1,000
Amount Early Tender principal Early Consent
Outstanding Tender Offer Premium per amount, Fee per
Consideration U.S.$1,000 comprising Early Redemption U.S.$1,000
per U.S.$1,000 principal the Tender Amount per principal
principal amount of Offer U.S.$1,000 amount of
amount of Notes Notes (equal Consideration principal amount Notes (equal
(equal to Early to the Early and Early of Notes (equal to the Early
Description of Redemption Consent Tender to Tender Offer Tender
the Notes Amount) Fee) Premium Consideration) Premium)
--------------- --------------- ---------------- --------------- -------------- ----------------- --------------
U.S.$1,000,000 U.S.$30,112,00 U.S.$1,000 U.S.$20 U.S.$1,020 U.S.$1,000 U.S.$20
,000 6.0% 0
notes due 2044
In respect of the 2044 Offer:
-- Noteholders that validly tender their 2044 Notes and that
concurrently consent to the 2044 Proposal at or prior to the Early
Participation Deadline will, to the extent their 2044 Notes are
accepted for purchase, receive the Total Consideration for such
2044 Notes, which is comprised of the Tender Offer Consideration
and the Early Tender Premium;
-- Noteholders that validly tender their 2044 Notes and that
concurrently consent to the 2044 Proposal after the Early
Participation Deadline but at or prior to the Expiration Deadline
will, to the extent their 2044 Notes are accepted for purchase,
receive only the Tender Offer Consideration, which does not include
the Early Tender Premium; and
-- in any case, Noteholders that validly tender their 2044 Notes
and that concurrently consent to the 2044 Proposal will, to the
extent the 2044 Notes are accepted for purchase, also receive
Accrued Interest on such 2044 Notes as described further in the
Tender Offer Memorandum.
In order to be valid, the tender of any 2044 Notes in the 2044
Tender Offer is conditional upon the relevant Noteholder
concurrently consenting to approve the 2044 Proposal. In the case
of 2044 Notes held through Euroclear or Clearstream, Luxembourg,
the tender of any 2044 Notes in the 2044 Tender Offer will
automatically result in such 2044 Notes being voted to approve the
Extraordinary Resolution consenting to the 2044 Proposal. In the
case of 2044 Notes held through DTC, the tender of any 2044 Notes
in the 2044 Tender Offer is conditional upon the relevant
Noteholder concurrently submitting a Form of Sub-Proxy to the
Tender and Tabulation Agent to approve the Extraordinary Resolution
consenting to the 2044 Proposal.
Pursuant to the 2044 Proposal, the Issuer and KMG Finance are
inviting Noteholders to approve the modifications of the terms and
conditions of the 2044 Notes (as described in the Extraordinary
Resolution set out in the Notice of Meeting which is set out in the
Tender Offer Memorandum) to provide that the Issuer shall redeem
all, but not some only, of the 2044 Notes remaining (if any) on
completion of the 2044 Tender Offer on or immediately following a
date that is expected to be 4 April 2019 at the Early Redemption
Amount, which shall be equal to the Tender Offer Consideration,
together with Accrued Interest in respect of the 2044 Notes (for
such purpose assuming that any Accrued Interest would otherwise be
paid in full on the next succeeding interest payment date), from
(and including) the immediately preceding interest payment date to
(but excluding) the Early Redemption Date.
Alternatively, to be eligible to receive the Early Consent Fee
(without tendering 2044 Notes), Noteholders must consent to the
2044 Proposal at or prior to the Early Participation Deadline. The
Early Consent Fee will only be paid if the Extraordinary Resolution
is approved at the Meeting. Noteholders who consent to the 2044
Proposal (without tendering 2044 Notes) after the Early
Participation Deadline but at or prior to the Expiration Deadline
shall not be eligible to receive the Early Consent Fee.
The Issuer will accept tenders of 2044 Notes for purchase only
in minimum denominations of U.S.$200,000 and integral multiples of
U.S.$1,000 in excess thereof. No alternative, conditional or
contingent tenders will be accepted.
Noteholders may consent to, vote against or abstain from the
2044 Proposal without tendering 2044 Notes.
Rationale for the Solicitation and the 2044 Offer
Following a successful issuance of the 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 (the "2018 Notes") on 24
April 2018, the Issuer proposes to align the terms and conditions
of certain of its outstanding series of Notes issued under the
Issuer's and KMG Finance's Global Medium Term Note Programme with
the terms and conditions of the 2018 Notes. Noteholders are
referred to, and should carefully review, the Proposal in full, as
set out under "Terms of the Solicitation-Proposed Amendments" of
the Consent Solicitation Memorandum. In conjunction with the 2044
Offer, the rationale for the Proposal under the Solicitation is to
help achieve a harmonisation of terms and conditions across the
Issuer's bond portfolio.
The rationale for the 2044 Offer is to contribute to the
deleveraging strategy that the Issuer has implemented and to
repurchase and/or redeem the Notes in whole given the illiquid
nature of the negligible principal amount of the 2044 Notes left
outstanding as at the date of this announcement. The Issuer intends
to cancel all 2044 Notes purchased by it pursuant to the 2044
Offer.
Conditions to the Proposal and the 2044 Offer
Unless waived by the Issuer (in its sole discretion), the
implementation of the Proposal and the 2044 Offer is conditional
upon, inter alia:
-- all four Extraordinary Resolutions that are the subject of
the Proposal being duly passed at each relevant Meeting or
Adjourned Meeting for the applicable Series; and
-- the 2044 Offer being completed.
Unless any such condition is waived by the Issuer at its sole
discretion, if the 2044 Offer is not completed or any Extraordinary
Resolution that is the subject of the Proposal shall not have been
passed at a Meeting, or, as the case may be, at an Adjourned
Meeting, then no Extraordinary Resolution that is the subject of
the Proposal shall be adopted, even if such Extraordinary
Resolution shall have been duly passed at the relevant Meeting or
Adjourned Meeting for the applicable Series, the Effective Date
shall not occur, no 2044 Notes shall be accepted for purchase
pursuant to the 2044 Tender Offer, Mandatory Early Redemption shall
not occur and no Early Consent Fee will be paid as consideration
for the relevant Noteholders' approval of the relevant
Extraordinary Resolution.
Meetings and Announcement of Results
There will be Meetings of Noteholders to consider the Proposal
and the 2044 Proposal on 29 March 2019 at the offices of White
& Case LLP, 5 Old Broad Street, London EC2N 1DW, United Kingdom
commencing at 10:00 a.m. (London time) with subsequent Meetings in
respect of each other Series being held at 15 minute intervals
thereafter.
After the Meetings in respect of the Solicitation, the Issuer
and/or KMG Finance shall announce the results of the Meetings.
After the Meeting in respect of the 2044 Proposal, the Issuer
and/or KMG Finance shall announce (i) the aggregate principal
amount of 2044 Notes validly tendered and the results of the 2044
Offer, and (ii) the results of the Meeting and, if the
Extraordinary Resolution has been passed, the other Conditions to
the Offer have been satisfied or waived and the Supplemental Trust
Deed has been executed, the Early Redemption Date.
Indicative Timetable for the Solicitation and the 2044 Offer
This is an indicative timetable showing one possible outcome for
the timing of the Solicitation and the 2044 Offer, based on the
dates set out in the Memoranda. This timetable is subject to change
and dates may be extended or changed by the Issuer (or KMG Finance
on behalf of the Issuer), in its discretion, in accordance with the
terms and conditions set out in the Memoranda (including the
Conditions to the Proposal and the Conditions to the Offer).
Accordingly, the actual timetable may differ significantly from the
timetable set forth below. In addition, the timetable may also
differ if any Meeting is required to be adjourned.
Date and time (all times
are New York City time,
unless otherwise stated) Event (Solicitation) Event (2044 Offer)
27 February 2019................................ Launch Date
5:00p.m., 12 March 2019.................... Record Date
5:00p.m., 12 March 2019.................... Early Consent Deadline
11:59p.m., 12 March Early Participation
2019.................. Deadline
6:00 a.m. (11:00 a.m. Expiration Deadline
London time), 27 March
2019........................................
27 March 2019 (in respect Voting Deadline
of each Series, by the
time specified in the
relevant Notice of Meeting)
29 March 2019................................... Meetings and Announcement of Results
On or about 2 April Settlement Date
2019.....................
On or about 4 April Early Redemption
2019..................... Date
----------------------- ---------------------
General
The Issuer (or KMG Finance on the Issuer's behalf) may, in its
sole discretion, extend, re-open, amend or waive any condition of
the Proposal, the Solicitation or the 2044 Offer at any time
(subject to applicable law and as provided in the Memoranda).
Details of any such extension, re-opening, amendment, waiver,
termination or withdrawal will be announced as provided in this
announcement as soon as reasonably practicable after the relevant
decision is made.
Noteholders are advised to check with any bank, securities
broker or other intermediary through which they hold Notes when
such intermediary needs to receive instructions from a Noteholder
in order for that Noteholder to be able to participate in, or (in
the limited circumstances in which revocation is permitted) revoke
their instruction to participate in, the Proposal, the Solicitation
or the 2044 Offer before the deadlines specified in the Memoranda.
The deadlines set by each Clearing System for the submission and
withdrawal of Tender Instructions and/or Voting Instructions will
also be earlier than the relevant deadlines specified in the
Memoranda.
For further information on the Proposal, the Solicitation and
the 2044 Offer and terms and conditions on which the Proposal, the
Solicitation and the 2044 Offer are made, Noteholders should refer
to the Memoranda. Questions and requests for assistance in
connection with the (a) Proposal, the Solicitation and the 2044
Offer may be directed to the Dealer Managers and Solicitation
Agents; and (b) Proposal, the Solicitation, the 2044 Offer and the
delivery of Tender Instructions and/or Voting Instructions may be
directed to the Tender and Tabulation Agent, the contact details
for all of which are below.
Unless stated otherwise, announcements in relation to the
Proposal, the Solicitation and the 2044 Offer will be found (i) by
issue of a press release to a recognised news service; (ii) by
delivery of notices to the Clearing Systems for communication to
Direct Participants; (iii) through RNS, the news distribution
service operated by the London Stock Exchange and (iv) by
publication on the website of the Kazakhstan Stock Exchange (at
www.kase.kz). The Issuer and KMG Finance may also make
announcements in relation to the Proposal, the Solicitation and the
2044 Offer on the relevant Reuters International Insider Screen.
Copies of all such announcements, press releases and notices can
also be obtained from the Tender and Tabulation Agent, the contact
details for which are at the bottom of this announcement.
Significant delays may be experienced where notices are delivered
to the Clearing Systems and Noteholders are urged to contact the
Tender and Tabulation Agent for the relevant announcements during
the course of the Solicitation and the 2044 Offer. In addition,
Noteholders may contact the Dealer Managers and Solicitation Agents
for information using the contact details which are at the bottom
of this announcement. Noteholders are advised to read carefully the
Memoranda for full details of and information on the procedures for
participating in the Solicitation and the 2044 Offer.
Copies of the Memoranda are available from the Tender and
Tabulation Agent as set out below. Capitalised terms used in this
announcement but not defined herein have the meaning given to them
in the Memoranda.
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
Questions and requests for assistance in connection with the
Solicitation and the 2044 Offer may be directed to any Dealer
Manager and Solicitation Agent.
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: +31 20 563 2132 Telephone: +44 20 7134 2468
Email: liability.management@ing.com Email: em_europe_lm@jpmorgan.com
MUFG Securities EMEA plc
Ropemaker Place
25 Ropemaker Street
London EC2Y 9AJ
United Kingdom
Attention: Liability Management Group
Telephone: + 44 207 577 4048
Email: DCM-LM@int.sc.mufg.jp
Questions and requests for assistance in connection with the
delivery of Tender Instructions and/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
DISCLAIMER
This announcement must be read in conjunction with the
Memoranda. This announcement and the Memoranda contain important
information which should be read carefully before any decision is
made with respect to the Solicitation and the 2044 Offer. If you
are in any doubt as to the contents of this announcement or the
Memoranda 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 2044 Notes for purchase pursuant to the 2044 Tender Offer or
consent to the Proposal or the 2044 Proposal in respect of such
Notes. 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 Noteholders should
participate in the Solicitation or the 2044 Offer or otherwise
provides any legal, business, tax or other advice in connection
with the Solicitation or the 2044 Offer.
This announcement is for informational purposes only. The
Solicitation and the 2044 Offer are being made only pursuant to the
Memoranda and only in such jurisdictions as are permitted under
applicable law. None of this announcement, the Memoranda nor any
other documents or materials relating to the Solicitation or the
2044 Offer 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 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 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 Memoranda, 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. 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 Noteholders should participate in the Solicitation or the
2044 Offer or refrain from taking any action in the Solicitation or
the 2044 Offer with respect to any of Notes, and none of them has
authorised any person to make any such recommendation.
2044 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, 2044 Notes to or from, or by,
any person located or resident in any jurisdiction where such offer
or solicitation is unlawful, and tenders of 2044 Notes by
Noteholders originating from any jurisdiction in which such offer
or solicitation is unlawful will not be accepted. The 2044 Offer is
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 2044 Offer 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 2044 Offer 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 2044 Offer is 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 Tender Offer Memorandum nor any purchase of
2044 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 Noteholder participating in the 2044 Offer will be deemed
to give certain representations in respect of the jurisdictions
referred to below, and generally, on submission of 2044 Notes for
tender in the 2044 Tender Offer and submission of consent to the
2044 Proposal. Any tender of 2044 Notes for purchase pursuant to
the 2044 Tender Offer from a Noteholder 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 2044 Notes for purchase pursuant to the
2044 Tender Offer, or submission of consent to the 2044 Proposal,
whether any such representation given by a Noteholder 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 Noteholder who is a Sanctions Restricted Person may not
participate in the 2044 Tender Offer. No 2044 Notes purported to be
tendered by a Sanctions Restricted Person pursuant to the Tender
Offer Memorandum will be accepted for purchase and no Sanctions
Restricted Person will be eligible to receive any monetary amount
in respect of the 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 2044 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 Tender Offer
Memorandum and any other documents or materials relating to the
2044 Offer 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 Tender Offer 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 Tender Offer Memorandum nor
any other documents or materials relating to the 2044 Offer 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 2044 Offer is being carried
out in the Republic of Italy as an exempted offer 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 Noteholder located in the Republic of Italy may tender 2044
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 2044 Notes or the 2044 Offer.
Belgium
In Belgium, the 2044 Offer 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 Tender Offer Memorandum
nor any other documentation or material relating to the 2044 Offer
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 2044 Offer 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 2044 Offer 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 Tender Offer Memorandum and any other
documentation or material relating to the 2044 Offer (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
Tender Offer Memorandum will be transmitted only for personal use
by the aforementioned qualified investors and only for the purpose
of the 2044 Offer. Accordingly, the information contained in this
announcement and the Tender Offer 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 2044 Offer is not being made, directly or indirectly, to the
general public in the Republic of France. Neither this
announcement, nor the Tender Offer Memorandum nor any other
documentation or material relating to the 2044 Offer (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 2044 Offer. This announcement and the Tender Offer
Memorandum have not been submitted to the clearance procedures of
the Autorité des marchés financiers.
The Netherlands
In the Netherlands, the 2044 Offer 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 Tender Offer Memorandum nor any other
documentation or material relating to the 2044 Offer 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 Tender Offer Memorandum nor any
other documentation or material relating to the 2044 Offer qualify
as an approved prospectus as meant in Section 5:2 FSA. Accordingly,
in the Netherlands, the 2044 Offer may not be made by way of a
public offer within the meaning of Section 5:2 FSA and the 2044
Offer 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 Tender Offer Memorandum and any other
documentation or material relating to the 2044 Offer (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 Tender Offer Memorandum will be transmitted only for personal
use by the aforementioned qualified investors and only for the
purpose of the 2044 Offer. Accordingly, the information contained
in this announcement and the Tender Offer Memorandum may not be
used for any other purpose or be transmitted to any other person in
the Netherlands.
Republic of Kazakhstan
The 2044 Offer is 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 Tender Offer 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 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 rns@lseg.com or visit www.rns.com.
END
TENKDLBLKLFXBBV
(END) Dow Jones Newswires
February 27, 2019 04:45 ET (09:45 GMT)
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