TIDM66ZX
RNS Number : 9174Z
JSC NC KazMunaIGas
23 September 2020
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
HOLDERS. IF HOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD
TAKE, THEY SHOULD SEEK INDEPENT ADVICE, INCLUDING AS TO ANY LEGAL,
FINANCIAL OR TAX CONSEQUENCES, IMMEDIATELY FROM THEIR OWN BROKER,
BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENT FINANCIAL,
TAX OR LEGAL ADVISER.
THIS NOTICE DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, ANY SECURITY AND IS BEING SENT TO
HOLDERS SOLELY IN THEIR CAPACITY AS SUCH IN CONNECTION WITH THE
MEETING (AS DEFINED BELOW). THIS DOES NOT AFFECT THE RIGHT OF
HOLDERS TO APPOINT A PROXY TO ATT AND VOTE AT THE MEETING IN
ACCORDANCE WITH THE PROVISIONS OF THE TRUST DEED AS DEFINED
BELOW.
JSC NC "KAZMUNAYGAS"
(a joint stock company incorporated in the Republic of
Kazakhstan)
KAZMUNAIGAZ FINANCE SUB B.V.
( incorporated with limited liability in the Netherlands)
NOTICE OF MEETING
of the holders of its outstanding
U.S.$1,000,000,000 4.400% Notes due 2023
Unrestricted Global Note ISIN: XS0925015074, Common Code:
092501507
Restricted Global Note ISIN: US46639UAA34, Common Code:
092527441, CUSIP: 46639UAA3 (the "Notes")
NOTICE IS HEREBY GIVEN that a meeting (the "Meeting") of the
holders of Notes (the "Holders"), which is hereby being convened by
JSC NC "KazMunayGas" (the "Issuer"), will be held at the offices of
White & Case LLP at 5 Old Broad Street, London EC2N 1DW on 28
October 2020 for the purpose of considering and, if thought fit,
passing the resolution set out below in respect of the Notes. The
Meeting will commence at 10:15 a.m. (London time). Capitalised
terms used but not defined in this Notice have the meanings given
to them in the terms and conditions of the Notes (the "Conditions")
set out in the amended and restated trust deed dated 1 November
2010, as supplemented by supplemental trust deeds dated 15 April
2013, 28 July 2015, 4 April 2017, 16 October 2017 and 29 March
2019, (the "Trust Deed") between the Issuer, KazMunaiGaz Finance
Sub B.V. ("KMG Finance") and Citicorp Trustee Company Limited (the
"Trustee") as trustee for the Holders of the Notes.
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 (a "Virtual
Meeting").
In the event that the Issuer determines that a Virtual Meeting
is required, the Issuer shall procure that those Noteholders who
have indicated that they wish to attend the Meeting in person will
be provided with further details about attending the Meeting. By
electing to attend any Virtual Meeting, each such Noteholder shall
be deemed to have fully understood and consented to any process
governing the Virtual Meeting and the Trustee shall not suffer any
liability as a result. Noteholders who have appointed the Tender
and Tabulation Agent (or one or more employees nominated by it) as
proxy in respect of the Notes in relation to the Meeting in a
Tender Instruction or Voting Instruction (as defined in the Tender
Offer and Consent Solicitation Memorandum dated 23 September 2020
(the "Memorandum")) will be unaffected if the Meeting is held as a
Virtual Meeting and will not be requested to take any further
action.
EXTRAORDINARY RESOLUTION
"THAT this meeting (the "Meeting") of the holders (the
"Holders") of the U.S.$1,000,000,000 4.400% Notes due 2023 (the
"Notes") of JSC NC "KazMunayGas" (the "Issuer") presently
outstanding (as defined in the Trust Deed), constituted by an
amended and restated trust deed dated 1 November 2010, as
supplemented by supplemental trust deeds dated 15 April 2013, 28
July 2015, 4 April 2017, 16 October 2017 and 29 March 2019, (the
"Trust Deed") between the Issuer, KazMunaiGaz Finance Sub B.V.
("KMG Finance") and Citicorp Trustee Company Limited (the
"Trustee") as trustee for the Holders of Notes, by Extraordinary
Resolution (as defined in the Trust Deed) hereby:
1. assents to, and sanctions, the modifications of the terms and
conditions of the Notes (the "Conditions") as set out in the Trust
Deed as follows:
(x) the insertion of a new paragraph (l) at the end of Condition
12 (Redemption, Purchase and Options) of the Conditions, which
shall read in its entirety as follows:
"(l) Mandatory Early Redemption by the Issuer: The Issuer shall,
on or immediately following (and in no event more than two Business
Days following) [Date(*) ], redeem all, but not some only, of the
Notes that remain outstanding on [Date(*) ] (which shall not, for
the avoidance of doubt, include any Notes that have been or are to
be purchased by the Issuer pursuant to the Offer) at the Early
Redemption Amount together with unpaid accrued interest in respect
of such Notes (for such purpose assuming that any accrued interest
would otherwise be paid in full on the next succeeding Interest
Payment Date in accordance with Condition 13), from (and including)
the immediately preceding Interest Payment Date to (but excluding)
[Date(*) ].
[* The date to be inserted will be the Early Redemption Date, as
defined in the Memorandum, which is expected to be 3 November
2020.]
For the purposes of this Condition 12(l):
"Early Redemption Amount" means U.S.$1,043.50 per U.S.$ 1,000 in
principal amount of the Notes;
"Memorandum" means the Tender Offer and Consent Solicitation
Memorandum dated 23 September 2020 prepared by the Issuer;
"Offer" means the invitation by the Issuer to Noteholders
(subject to the Offer Restrictions) to tender their Notes for
purchase by the Issuer for cash, as set out in the Memorandum [Any
amendments made prior to the date of the supplemental trust deed
will also be specifically referred to here]; and
"Offer Restrictions" means the restrictions on the Noteholders
to whom the Offer was made, as set out in the Memorandum."
provided that the effectiveness of any modification to the
Conditions as set out in this Extraordinary Resolution is
conditional upon the completion of the invitation by the Issuer to
Holders to tender any and all of the Notes for purchase by the
Issuer for cash, as set out in a Tender Offer and Consent
Solicitation Memorandum dated 23 September 2020, which is, in turn,
subject to the satisfaction (or waiver) of the New Financing
Condition, as determined by the Issuer in its sole discretion and
confirmed by notice given by the Issuer to the Holders and the
Trustee (in accordance with the terms of the Trust Deed);
2. sanctions and assents to every variation, abrogation,
amendment, modification or compromise of, or arrangement in respect
of, the rights, preferences and privileges of the Holders
appertaining to the Notes against the Issuer or against any of its
property, whether or not such rights arise under the Conditions or
the Trust Deed, involved in or resulting from or to be effected by
the modifications referred to in paragraph 1 of this Extraordinary
Resolution and their implementation;
3. authorises, directs, requests and empowers the Issuer, KMG Finance and the Trustee to:
(a) concur in the modifications referred to in paragraphs 1 and
2 of this Extraordinary Resolution and, in order to give effect to
and implement such modifications, on or shortly after the passing
of this Extraordinary Resolution and the satisfaction of the
conditions to the Offer described in the Memorandum, to execute a
supplemental trust deed (the "Supplemental Trust Deed") in the form
of the draft produced to the Meeting and signed by the chairman of
the Meeting for the purpose of identification, with such amendments
(if any) as the Issuer, KMG Finance and the Trustee shall require;
and
(b) concur in, and execute and do, all such other deeds,
instruments, acts and things as may be necessary, desirable or
expedient to carry out and give effect to this Extraordinary
Resolution and the implementation of the modifications referred to
in paragraphs 1 and 2 of this Extraordinary Resolution; and
4. discharges, exonerates and indemnifies the Trustee from all
liability, costs or expenses for which it may have become or may
become liable under the Trust Deed or the Notes in respect of any
act or omission, including, without limitation, in connection with
this Extraordinary Resolution or its implementation, the
modifications referred to in paragraphs 1 and 2 of this
Extraordinary Resolution or the implementation of those
modifications, and any act or omission taken in connection with
paragraph 3 of this Extraordinary Resolution, even if it is found
subsequently that there is a defect in the passing of this
Extraordinary Resolution.
Unless the context otherwise requires, terms defined in the
Conditions and/or the Trust Deed are used in the Extraordinary
Resolution as so defined."
Background
The Issuer (in conjunction with KMG Finance) has convened the
Meeting for the purpose of enabling Holders to consider and
resolve, if they think fit, to pass the Extraordinary Resolution
proposed in relation to the Notes.
Holders are further given notice that the Issuer and KMG Finance
have (i) invited Holders (subject to certain offer restrictions, as
referred to below and more fully described in the Memorandum) to
tender any and all Notes for purchase by the Issuer for cash (the
"Offer") and (ii) invited Holders to approve the modifications of
the Conditions (as described in paragraph 1 of the Extraordinary
Resolution above) to provide that the Issuer shall redeem all, but
not some only, of the Notes remaining (if any) on completion of the
Offer 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 as specified in the Memorandum,
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 (the "Proposal"), each as
further described in the Memorandum.
The Offer is subject to offer restrictions in, among other
countries, the United Kingdom, Italy, France, the Netherlands and
Kazakhstan all as more fully described in the Memorandum.
General
THE TRUSTEE HAS NOT BEEN INVOLVED IN THE FORMULATION OF THE
EXTRAORDINARY RESOLUTION AND THE TRUSTEE EXPRESSES NO OPINION ON
THE MERITS OF THE EXTRAORDINARY RESOLUTION OR ON WHETHER HOLDERS
WOULD BE ACTING IN THEIR BEST INTERESTS IN APPROVING THE
EXTRAORDINARY RESOLUTION, AND NOTHING IN THIS NOTICE SHOULD BE
CONSTRUED AS A RECOMMATION TO HOLDERS FROM THE TRUSTEE TO VOTE IN
FAVOUR OF, OR AGAINST, THE EXTRAORDINARY RESOLUTION. HOLDERS SHOULD
TAKE INDEPENT FINANCIAL, TAX AND LEGAL ADVICE ON THE MERITS AND ON
THE CONSEQUENCES OF VOTING IN FAVOUR OF, OR AGAINST, THE
EXTRAORDINARY RESOLUTION, INCLUDING AS TO ANY LEGAL, FINANCIAL OR
TAX CONSEQUENCES, IMMEDIATELY FROM THEIR OWN BROKER, BANK MANAGER,
SOLICITOR, ACCOUNTANT, OR OTHER INDEPENT FINANCIAL, TAX OR LEGAL
ADVISER. THE TRUSTEE HAS NOT REVIEWED, NOR WILL IT BE REVIEWING,
ANY DOCUMENTS RELATING TO THE PROPOSAL. ON THE BASIS OF THE
INFORMATION SET OUT IN THIS NOTICE AND THE MEMORANDUM (EACH OF
WHICH THE TRUSTEE RECOMMS TO HOLDERS TO READ CAREFULLY), THE
TRUSTEE HAS AUTHORISED IT TO BE STATED THAT THE TRUSTEE HAS NO
OBJECTION TO THE EXTRAORDINARY RESOLUTION BEING PUT TO HOLDERS FOR
THEIR CONSIDERATION.
Subject to the offer and distribution restrictions set out in
the Memorandum, Holders may obtain, from the date of this Notice, a
copy of the Memorandum from the Tender and Tabulation Agent, the
contact details for whom are set out below. A Holder will be
required to produce evidence satisfactory to the Tender and
Tabulation Agent as to its status as a Holder and that it is a
person to whom the Offer is being made (pursuant to the offer and
distribution restrictions referred to above) or to whom it is
lawful to send the Memorandum and to make an invitation pursuant to
the Tender Offer and the Proposal under applicable laws before
being sent a copy of the Memorandum.
Copies of (i) this Notice and the Memorandum; (ii) the Trust
Deed; and (iii) the current draft of the Supplemental Trust Deed as
referred to in paragraph 3 of the Extraordinary Resolution are also
available for inspection by Holders (a) on and from the date of
this Notice up to and including the date of the Meeting, at the
specified office of the Tender and Tabulation Agent during normal
business hours on any day (Saturdays, Sundays and public holidays
excepted) up to and including the date of the Meeting and (b) at
the Meeting and at the offices of White & Case LLP at 5 Old
Broad Street, London EC2N 1DW for 15 minutes before the
Meeting.
The attention of Holders is particularly drawn to the procedures
for voting, quorum and other requirements for the passing of the
Extraordinary Resolution at the Meeting or any meeting held
following any adjournment of the Meeting, which are set out at
"-Voting and Quorum" below. Having regard to such requirements,
Holders are strongly urged either to attend the Meeting or to take
steps to be represented at the Meeting (including by way of
submitting Tender Instructions or Voting Instructions in favour of
the Proposal (all such terms as defined in the Memorandum)) as soon
as possible. Holders who attend the Meeting or take steps to be
represented at the Meeting other than by way of submitting Tender
Instructions or Voting Instructions in favour of the Proposal by
the Early Participation Deadline should note that they will not be
eligible to receive the relevant Early Tender Premium or Early
Consent Fee (as applicable) described in the Memorandum.
Voting and Participation Deadlines
In order to participate or be represented at the Meeting,
Holders must have submitted Tender Instructions by the Expiration
Deadline (as defined in the Memorandum) or Voting Instructions by
10:15 a.m. (London time) on 26 October 2020 (the "Voting Deadline")
or otherwise made arrangements to attend or be represented at the
Meeting by the Voting Deadline in accordance with the provisions of
Schedule 4 (Provisions for Meetings of Noteholders) of the Trust
Deed.
In order to receive the relevant Early Tender Premium or Early
Consent Fee (as applicable) described in the Memorandum, Holders
must submit Tender Instructions or Voting Instructions (as
applicable) by the Early Participation Deadline (as defined in the
Memorandum).
Voting and Quorum
The provisions governing the convening and holding of a meeting
of the Holders are set out in the Trust Deed, a copy of which is
available for inspection by the Holders as referred to above.
The quorum required at each Meeting shall be one or more Voters
(as defined in Schedule 4 (Provisions for Meetings of Noteholders)
of the Trust Deed) representing or holding 66(2/3) % of the
aggregate principal amount of the outstanding Notes.
If within 15 minutes after the time fixed for the Meeting, a
quorum is not present, the Meeting (unless the Issuer and the
Trustee otherwise agree) shall be adjourned for such period, being
not less than 14 days nor more than 42 days, and to such place as
the chairman determines. If a quorum is not present within 15
minutes from the time fixed for the Meeting so adjourned, the
Meeting shall be dissolved. Notice of any Adjourned Meeting shall
be given in the same manner as notice of the original Meeting, save
that ten days' notice, shall be sufficient and such notice shall
contain the quorum requirements which will apply when the Meeting
resumes.
At any Adjourned Meeting, the quorum shall be one or more Voters
(as defined in Schedule 4 (Provisions for Meetings of Noteholders)
of the Trust Deed) representing or holding 33(1/3) % of the
aggregate principal amount of the outstanding Notes. To be passed
in relation to the Notes, the Extraordinary Resolution must be
passed at the Meeting duly convened and held in accordance with the
provisions of Schedule 4 (Provisions for Meetings of Noteholders)
of the Trust Deed by a majority of not less than 66(2/3) % of the
votes cast.
Pursuant to the provisions of Schedule 4 (Provisions for
Meetings of Noteholders) of the Trust Deed, each question submitted
to the Meeting shall be decided by a show of hands, unless a poll
is (before, or on the declaration of the result of, the show of
hands) demanded by the chairman, the Issuer, the Trustee or one or
more persons representing two per cent. of the aggregate principal
amount of the outstanding Notes.
Unless a poll is validly demanded before or at the time that the
result is declared, the chairman's declaration that on a show of
hands the Extraordinary Resolution has or has not been passed shall
be conclusive evidence of the fact, without proof of the number or
proportion of votes cast for, or against, the Extraordinary
Resolution.
If a poll is demanded, it shall be taken in such manner and
either at once or after such adjournment as the chairman directs,
provided that a poll demanded on the election of a chairman or on a
question of adjournment shall be taken at once.
On a show of hands every Voter shall have one vote. On a poll
every such person shall have one vote in respect of each full
U.S.$1,000 in aggregate nominal amount of the outstanding Note(s)
represented or held by him. Without prejudice to the obligations of
the proxies, a person entitled to more than one vote need not use
them all or cast them all in the same way.
If the Extraordinary Resolution is duly passed at the Meeting
duly convened and held in accordance with the Trust Deed, the
Extraordinary Resolution shall be binding on all the Noteholders,
whether or not present at the Meeting.
This notice and any non-contractual obligations arising out of,
or in connection with, it shall be governed by, and shall be
construed in accordance with, English law.
This Notice is given by:
JSC NC "KAZMUNAYGAS"
in conjunction with:
KAZMUNAIGAZ FINANCE SUB B.V.
23 September 2020
Holders should contact the following for further
information:
The Dealer Managers and Solicitation Agents
J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London E14 5JP
United Kingdom
Attention: Liability management
Telephone: +44 20 7134 2468
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 20 7577 4145
Email: liability.management@mufgsecurities.com
JSC Halyk Finance
109"V" Abay avenue, 5th floor
A05A1B9
Almaty
Republic of Kazakhstan
Attention: Consulting and Underwriting Department
Telephone: +7-727-311-5977
Email: IB@halykfinance.kz
SkyBridge Invest
77/7 Al-Farabi avenue, 7th floor
A15E3H4
Almaty
Republic of Kazakhstan
Attention: Investment Banking Department
Telephone: +7-727-331-3350
Email: buirakulova@sbinvest.kz
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
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END
CIRZXLFLBKLZBBX
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September 23, 2020 10:45 ET (14:45 GMT)
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