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: +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
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: +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
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 rns@lseg.com or visit www.rns.com.
END
ROMLLFLLVTIAFIA
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March 29, 2019 07:22 ET (11:22 GMT)
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