TIDM66ZX
RNS Number : 9170Z
JSC NC KazMunaIGas
23 September 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.
23 September 2020
JSC NC "KAZMUNAYGAS" AND KMG FINANCE SUB B.V. ANNOUNCE TER
OFFERS AND CONSENT SOLICITATIONS IN RESPECT OF THE FOLLOWING SERIES
OF NOTES ISSUED UNDER THEIR GLOBAL MEDIUM TERM NOTE PROGRAMME:
-- 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)
JSC NC "KAZMUNAYGAS" (the "Issuer") and KMG FINANCE SUB B.V.
("KMG Finance") today announce their invitations to each holder
(the "Holders") (subject to certain offer and distribution
restrictions referred to below):
-- of the Issuer's 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 or all of such 2022 Notes held by
the Holder for purchase by the Issuer for cash (the "2022 Tender
Offer") and concurrently to consent to amend, by extraordinary
resolution of the Holders (the "2022 Extraordinary Resolution"),
the terms and conditions of the 2022 Notes (the "2022 Conditions")
to provide for mandatory early redemption of the 2022 Notes by the
Issuer (the "2022 Proposal", and together with the 2022 Tender
Offer, the "2022 Offer"); and
-- of the Issuer's 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", and together with the 2022 Notes, the "Notes")
to tender any or all of such 2023 Notes held by the Holder for
purchase by the Issuer for cash (the "2023 Tender Offer", and
together with the 2022 Tender Offer, the "Tender Offers") and
concurrently to consent to amend, by extraordinary resolution of
the Holders (the "2023 Extraordinary Resolution", and together with
the 2022 Extraordinary Resolution, the "Extraordinary
Resolutions"), 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 by the Issuer (the "2023 Proposal", and together with the
2023 Tender Offer, the "2023 Offer"; the 2022 Proposal and the 2023
Proposal, the "Proposals"; and the 2022 Offer and the 2023 Offer,
the "Offers").
The Offers are 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"). The tender of any Notes
in any Tender Offer, in order to be valid, is conditional upon the
relevant Holder concurrently submitting a vote to approve the
relevant Extraordinary Resolution consenting to the relevant
Proposal. The Tender Offers begin on 23 September 2020 and will
expire at 10:00 a.m. (London time) on 26 October 2020, unless the
Tender Offers are extended or earlier terminated, as described in
the Memorandum (the "Expiration Deadline").
Copies of the Memorandum 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 Memorandum.
Consideration in respect of the Tender Offers
The following table sets forth details of the Tender Offers:
Early
Tender Tender Total
Offer Premium Consideration
Consideration per U.S.$1,000 per U.S.$1,000
per U.S.$1,000 principal principal
principal amount amount,
amount of Notes comprising
of Notes (equal the Tender
(equal to the Offer
Description Outstanding to Early Early Consideration
Tender of the Principal Redemption Consent and Early
Offer Notes ISIN/ CUSIP Amount Amount) Fee) Tender premium
-------- ------------ ------------------- ----------------- ---------------- ---------------- ------------------
2022 The ISIN (Reg S): U.S.$500,000,000 U.S.$1,017.50 U.S.$30.00 U.S.$1,047.50
Tender 2022 XS1595713279
Offer Notes ISIN (Rule 144A):
US48667QAM78
CUSIP (Rule 144A):
48667QAM7
2023 The ISIN (Reg S): U.S.$406,564,000 U.S.$1,043.50 U.S.$30.00 U.S.$1,073.50
Tender 2023 XS0925015074
Offer Notes ISIN (Rule 144A):
US46639UAA34
CUSIP (Rule 144A):
46639UAA3
Consideration in respect of the Proposals
The following table sets forth details of the Proposals:
Early Consent
Fee per
Early Redemption U.S.$1,000
Amount per principal
U.S.$1,000 amount
principal of Notes
amount of (equal
Description Outstanding Notes (equal to the
of the Principal to Tender Early Tender
Proposal Notes ISIN/ CUSIP Amount Offer Consideration) Premium)
---------- ------------ --------------------------- ----------------- ---------------------- --------------
2022 The 2022 ISIN (Reg S): XS1595713279 U.S.$500,000,000 U.S.$1,017.50 U.S.$30.00
Proposal Notes ISIN (Rule 144A):
US48667QAM78
CUSIP (Rule 144A):
48667QAM7
2023 The 2023 ISIN (Reg S): XS0925015074 U.S.$406,564,000 U.S.$1,043.50 U.S.$30.00
Proposal Notes ISIN (Rule 144A):
US46639UAA34
CUSIP (Rule 144A):
46639UAA3
Indicative Offer Timetable
This is an indicative timetable showing one possible outcome for
the timing of the Offers, based on the dates set out in the
Memorandum. 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 Memorandum (including the Conditions to
the Offers). 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
------------------------------------------------------------------------------------- ------------------------------
23 September 2020.............................................. Launch Date
5:00 p.m., 6 October 2020................................... Record Date
5:00 p.m., 6 October 2020................................... Early Participation Deadline
7 October 2020.................................................... Announcement of Early Results
5:00 a.m. (10:00 a.m. London time), Expiration Deadline
26 October 2020....................................................................
26 October 2020 (in respect of Voting Deadline
each series of Notes by the time
specified in the relevant Notice
of Meeting)..........................................................
28 October 2020.................................................. Meetings and Announcement
of Results
30 October 2020.................................................. Settlement Date
3 November 2020................................................ Early Redemption Date
Rationale for the Offers
The rationale for the Offers and the issue of new notes to be
denominated in U.S. Dollars, which the Issuer intends to issue,
subject to market conditions (the "New Notes") is to permit the
Group to manage proactively the Group's upcoming debt redemptions,
to lower the average cost of the Group's debt portfolio and to
extend the average debt maturity profile of the Group. The Issuer
intends to cancel all Notes purchased by it pursuant to the
Offers.
The Offers
In respect of any Offer:
-- Holders of Notes that validly tender their Notes and that
concurrently consent to the relevant Proposal at or prior to the
Early Participation Deadline will, to the extent their Notes are
accepted for purchase, receive the relevant Total Consideration for
such Notes, which is comprised of the relevant Tender Offer
Consideration and the relevant Early Tender Premium;
-- Holders of Notes that validly tender their Notes and that
concurrently consent to the relevant Proposal after the Early
Participation Deadline but at or prior to the Expiration Deadline
will, to the extent their Notes are accepted for purchase, receive
only the relevant Tender Offer Consideration, which does not
include the relevant Early Tender Premium; and
-- in any case, Holders of Notes that validly tender their Notes
and that concurrently consent to the relevant Proposal will, to the
extent the Notes are accepted for purchase, also receive Accrued
Interest on such Notes as described further in the Memorandum.
In order to be valid, the tender of any Notes in any Tender
Offer is conditional upon the relevant Holder concurrently
consenting to approve the relevant Proposal. In the case of Notes
held through Euroclear or Clearstream, Luxembourg, the tender of
any Notes in any Tender Offer will automatically result in such
Notes being voted to approve the relevant Extraordinary Resolution
consenting to the relevant Proposal. In the case of Notes held
through DTC, the tender of any Notes in any Tender Offer is
conditional upon the relevant Holder concurrently submitting a Form
of Sub-Proxy to the Tender and Tabulation Agent to approve the
relevant Extraordinary Resolution consenting to the relevant
Proposal.
Pursuant to the Proposals, the Issuer and KMG Finance are
inviting Holders to approve the modifications of the Conditions of
each series of Notes (as described in the Extraordinary Resolutions
set out in the Notices of Meetings which are set out in the
Memorandum) to provide that the Issuer shall redeem all, but not
some only, of the Notes of each series remaining (if any) on
completion of the Tender Offers on or immediately following a date
that is expected to be 3 November 2020 at the Early Redemption
Amount, which shall be equal to the Tender Offer Consideration,
together with Accrued Interest in respect of the 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 an Early Consent Fee
(without tendering Notes), Holders must consent to the relevant
Proposal at or prior to the Early Participation Deadline. Early
Consent Fees will only be paid if the relevant Extraordinary
Resolution is approved at the relevant Meeting. Holders who consent
to any Proposal (without tendering Notes) after the Early
Participation Deadline but at or prior to the Expiration Deadline
shall not be eligible to receive any consent fee or other
consideration.
The Issuer will accept tenders of Notes for purchase only in
principal amounts equal to the minimum denomination of each series
of the Notes 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.
Holders may consent to, vote against or abstain from any
Proposal without tendering Notes.
New Financing Condition
On or around the date of the Memorandum, the Issuer expects to
announce its intention to issue the New Notes. The Issuer (or KMG
Finance on behalf of the Issuer) will decide, in its sole
discretion, whether to accept for purchase Notes validly tendered
in the Tender Offers subject to the Issuer (or KMG Finance on
behalf of the Issuer) being satisfied that it has received (or will
receive on or prior to the Settlement Date) an amount by way of
proceeds of the issue of New Notes, which is sufficient (as
determined by the Issuer (or KMG Finance on behalf of the Issuer)
in its sole discretion) in order to enable the Issuer to finance,
in whole or in part, the payment by it of (i) the relevant Total
Consideration or Tender Offer Consideration (as the case may be)
and Accrued Interest in respect of all Notes validly tendered and
accepted for purchase pursuant to the Tender Offers, (ii) any Early
Consent Fees and (iii) the relevant Early Redemption Amount and
Accrued Interest in respect of all Notes subject to the Mandatory
Early Redemption, if the Extraordinary Resolutions in respect of
any series of Notes are approved at the Meetings. Whether the
Issuer will purchase any Notes validly tendered in the Tender
Offers is subject, without limitation, to the pricing and
settlement of the issue of the New Notes.
Priority in Allocation of New Notes
The Issuer intends, in connection with allocations of the New
Notes, to consider among other factors whether or not the relevant
investor seeking an allocation of the New Notes has validly
tendered or indicated a firm intention to tender Notes pursuant to
the Tender Offers, and, if so, the aggregate principal amount of
Notes tendered or intended to be tendered by such investor. When
considering allocations of any New Notes, the Issuer intends to
give preference to those investors who, prior to such allocation
(which may be before the Early Participation Deadline or the
Expiration Deadline), have tendered, or indicated to the Issuer or
the Dealer Managers their firm intention to tender, Notes. Any such
preference will, subject to the sole and absolute discretion of the
Issuer, be applicable up to the aggregate principal amount of Notes
tendered or firmly indicated to be tendered by such Noteholder
pursuant to the relevant Tender Offer. However, the Issuer is not
obliged to allocate any New Notes to an investor which has validly
tendered or indicated a firm intention to tender Notes pursuant to
any Tender Offer.
A Noteholder who is eligible and wishes to subscribe for any New
Notes in addition to tendering its Notes for purchase pursuant to
any Tender Offer will be required to make a separate application
for the purchase of such New Notes to any manager of the issue of
the New Notes in accordance with the standard new issue procedures
of such manager. A Noteholder, if it so wishes, may elect to
subscribe for any New Notes in an aggregate principal amount
exceeding the aggregate principal amount of Notes which are the
subject of such Noteholders' Tender Instruction or firm intention
to tender. The deadline for investors to seek an allocation of any
New Notes may precede the Early Participation Deadline or the
Expiration Deadline.
Meetings and Announcement of Results
There will be Meetings of Holders to consider the Proposals on
28 October 2020 at the offices of White & Case LLP, 5 Old Broad
Street, London EC2N 1DW, United Kingdom at (i) in respect of the
2022 Notes, 10:00 a.m. (London time) and (ii) in respect of the
2023 Notes, 10:15 a.m. (London time).
In light of the ongoing developments in relation to COVID-19, it
may become impossible or inadvisable to hold the Meeting at the
offices of White & Case LLP at 5 Old Broad Street, London EC2N
1DW. To the extent that the Issuer determines that it will not be
possible to hold the Meetings at the offices of White & Case
LLP at 5 Old Broad Street, London EC2N 1DW, the Trustee may
prescribe further regulations regarding, among other things, the
holding of the Meeting, which may include holding the Meeting by
conference call or other electronic means.
After the Meetings, the Issuer and/or KMG Finance shall announce
(i) the aggregate principal amount of Notes of each series validly
tendered and the results of the Offers, (ii) whether the New
Financing Condition has been satisfied, and (iii) the results of
the Meetings and, if any of the Extraordinary Resolutions have been
passed and (provided the New Financing Condition has been
satisfied) the relevant Supplemental Trust Deeds have been
executed, the Early Redemption Date. If any Meeting is adjourned
for lack of quorum or otherwise, the Issuer and KMG Finance intend
to extend the Offers and postpone the Settlement Date. Holders will
not be given withdrawal rights as a result of such postponement, if
any, and all tendered Notes will remain blocked until any later
Settlement Date or subsequent termination of the Tender Offers (or,
in either case, immediately thereafter).
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,
including the New Financing Condition, or terminate, any Offer at
any time (subject to applicable law and as provided in the
Memorandum). 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.
Holders 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 Holder in order
for that Holder to be able to participate in, or (in the limited
circumstances in which revocation is permitted) revoke their
instruction to participate in, any Offer before the deadlines
specified in the Memorandum. The deadlines set by each Clearing
System for the submission and withdrawal of Tender Instructions
will also be earlier than the relevant deadlines specified in the
Memorandum.
For further information on the Offers and terms and conditions
on which the Offers are made, Holders should refer to the
Memorandum. Questions and requests for assistance in connection
with the (a) Offers may be directed to the Dealer Managers; and (b)
Offers and the delivery of Tender 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 Offers
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 Offers 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 Holders are urged
to contact the Tender and Tabulation Agent for the relevant
announcements during the course of the Offers. In addition, holders
of Notes may contact the Dealer Managers for information using the
contact details which are at the bottom of this announcement.
Holders are advised to read carefully the Memorandum for full
details of and information on the procedures for participating in
the Offers.
This announcement is made by:
JSC NC "KazMunayGas"
8, Kunayev Street
Nur-Sultan 010000
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, Executive
Vice President and Chief Financial Officer, on behalf of JSC NC
"KazMunayGas" and Mr. Otmar E. Carolus, Managing Director A and in
his capacity as attorney under the 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).
Questions and requests for assistance in connection with the
Offers may be directed to any Dealer Manager and Solicitation
Agent.
J.P. Morgan Securities plc MUFG Securities EMEA plc
25 Bank Street Ropemaker Place
Canary Wharf 25 Ropemaker Street
London E14 5JP London EC2Y 9AJ
United Kingdom United Kingdom
Attention: Liability management Attention: Liability Management
Telephone: +44 20 7134 2468 Group
Email: em_europe_lm@jpmorgan.com Telephone: +44 20 7577 4145
Email: liability.management@mufgsecurities.com
JSC Halyk Finance SkyBridge Invest
109"V" Abay avenue, 5th floor 77/7 Al-Farabi avenue, 7th floor
A05A1B9 A15E3H4
Almaty Almaty
Republic of Kazakhstan Republic of Kazakhstan
Attention: Consulting and Underwriting Attention: Investment Banking
Department Department
Telephone: +7-727-311-5977 Telephone: +7-727-331-3350
Email: IB@halykfinance.kz Email: buirakulova@sbinvest.kz
Questions and requests for assistance in connection with the
delivery of Tender 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 / Owen Morris
Telephone: +44 207 704 0880
Email: kmg@lucid-is.com
Website: www.lucid-is.com/kmg
DISCLAIMER
This announcement must be read in conjunction with the
Memorandum. This announcement and the Memorandum contain important
information which should be read carefully before any decision is
made with respect to the Offers. If you are in any doubt as to the
contents of this announcement or the Memorandum 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 Notes for purchase
pursuant to the Tender Offers. 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
Holders should participate in the Offers or otherwise provides any
legal, business, tax or other advice in connection with the
Offers.
This announcement is for informational purposes only. The Offers
are being made only pursuant to the Memorandum and only in such
jurisdictions as is permitted under applicable law. None of this
announcement, the Memorandum nor any other documents or materials
relating to the Offers 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 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 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 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 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 Memorandum or the Offers. The Tender and
Tabulation Agent is the agent of the Issuer and KMG Finance and
owes no duty to any Holder. 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 Holders should
participate in the Offers or refrain from taking any action in the
Offers with respect to any of Notes, and none of them has
authorised any person to make any such recommendation.
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, Notes to or from, or by, any
person located or resident in any jurisdiction where such offer or
solicitation is unlawful, and tenders of Notes by Holders
originating from any jurisdiction in which such offer or
solicitation is unlawful will not be accepted. The Offers are 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 Offers 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 Offers 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 Offers are 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 Memorandum nor any purchase of 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 Holder participating in any Offer will be deemed to give
certain representations in respect of the jurisdictions referred to
below, and generally, on submission of Notes for tender in the
relevant Tender Offer and submission of consent to the relevant
Proposal. Any tender of Notes for purchase pursuant to any Tender
Offer from a Holder 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 Notes for purchase pursuant to any Tender Offer, or submission
of consent to the relevant Proposal, whether any such
representation given by a Holder 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 Holder who is a Sanctions Restricted Person may not
participate in any Offer. No Notes purported to be tendered by a
Sanctions Restricted Person pursuant to the Memorandum will be
accepted for purchase and no Sanctions Restricted Person will be
eligible to receive any monetary amount in respect of the relevant
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 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 Memorandum and any
other documents or materials relating to the Offers 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 be communicated to (1) those persons who are existing
members or creditors of the Issuer or other persons within Article
43(2) of the FSMA (Financial Promotion) Order 2005, as amended, and
(2) to any other persons to whom these documents and/or materials
may lawfully be communicated.
Italy
None of this announcement, the Offers, the Memorandum nor any
other documents or materials relating to the Offers have been or
will be submitted to the clearance procedures of the Commissione
Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian
laws and regulations. The Offers are being carried out in Italy as
exempted offers pursuant to article 101-bis, paragraph 3-bis of the
Legislative Decree No. 58 of 24 February 1998, as amended (the
"Italian Financial Services Act"), and article 35-bis, paragraph 4
of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Holders
or beneficial owners of the Notes that are located in Italy can
tender Notes for purchase in the Offers 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 Italian Financial Services Act, CONSOB
Regulation No. 20307 of 15 February 2018, as amended from time to
time, and Legislative Decree No. 385 of 1 September 1993, as
amended from time to time) 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 the Notes or the Offers,
this announcement or the Memorandum.
France
The Offers are not being made, directly or indirectly, to the
public in the Republic of France. Neither this announcement, nor
the Memorandum nor any other documentation or material relating to
the Offers has been or shall be distributed to the public in France
and only qualified investors (investisseurs qualifiés) within the
meaning of Article 2(e) of Regulation (EU) 2017/1129 (the
"Prospectus Regulation") are eligible to participate in the Offers.
This announcement and the Memorandum have not been and will not be
submitted for clearance to nor approved by the Autorité des Marchés
Financiers.
The Netherlands
In the Netherlands, the Offers will not, directly or indirectly,
be made to, or for the account of, any person other than to
qualified investors as referred to in the Prospectus Regulation.
Neither this announcement, nor the Memorandum nor any other
documentation or material relating to the Offers 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 Memorandum nor any other
documentation or material relating to the Offers qualify as an
approved prospectus as meant in the Prospectus Regulation.
Accordingly, in the Netherlands, the Offers may not be made by way
of a public offer within the meaning of the Prospectus Regulation
and the Offers 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 the Prospectus Regulation. This
announcement, the Memorandum and any other documentation or
material relating to the Offers (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 Memorandum will be
transmitted only for personal use by the aforementioned qualified
investors and only for the purpose of the Offers. Accordingly, the
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not be used for any other purpose or be transmitted to any other
person in the Netherlands.
Republic of Kazakhstan
The Offers are 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 Memorandum have not been and
will not be submitted for clearance to nor approved by the Agency
for Regulation and Development of the Financial Market of the
Republic of Kazakhstan.
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END
CIRPPURWBUPUGCW
(END) Dow Jones Newswires
September 23, 2020 10:44 ET (14:44 GMT)
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