TIDM66ZX
RNS Number : 2308B
JSC NC KazMunaIGas
06 October 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.
6 October 2020
JSC NC "KAZMUNAYGAS" AND KazMunaiGaz FINANCE SUB B.V. ANNOUNCE
AN UPDATE ON THE STATUS OF VOTING ON THE 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).
On 23 September 2020, JSC NC "KAZMUNAYGAS" (the "Issuer") and
KazMunaiGaz FINANCE SUB B.V. ("KMG Finance") announced consent
solicitations in respect of the Issuer's U.S.$500,000,000 3.875%
Notes due 2022 (of which U.S.$500,000,000 remain outstanding) (the
"2022 Notes") and U.S.$1,000,000,000 4.400% Notes due 2023 (of
which U.S.$406,564,000 remain outstanding) (the "2023 Notes " and,
together with the 2022 Notes, the "Notes") to consent to amend (as
more fully set out in the Extraordinary Resolutions in respect of
each series of Notes) the terms and conditions of each series of
Notes to provide for mandatory early redemption of the Notes (the
"Proposals"). The Proposals were announced in conjunction with
tender offers for each series of Notes (the "Tender Offers" and,
together with the Proposals, 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"). Capitalised terms used in this announcement but
not defined herein have the meaning given to them in the
Memorandum.
As of 9:00 a.m. (London time) on 6 October 2020, the Issuer and
KMG Finance had received sufficient Voting Instructions in favour
of the Extraordinary Resolutions in respect of each series of Notes
to constitute a quorum at each Meeting and to approve each Proposal
at the relevant Meeting to provide for mandatory early redemption
of each series of Notes (as more fully set out in the Extraordinary
Resolutions in respect of each series of Notes). Since the Voting
Deadline for submission of Voting Instructions is 10:00 a.m.
(London time) on 26 October 2020 in respect of the 2022 Notes and
10:15 a.m. (London time) on 26 October 2020 in respect of the 2023
Notes, it is possible that this could change prior to the Voting
Deadline either by Voting Instructions against the Extraordinary
Resolutions being submitted or, in certain limited circumstances
where the Issuer or KMG Finance determines withdrawal rights are
required by law, Voting Instructions being withdrawn.
The Tender Offers remain open until 10:00 a.m. (London time) on
26 October 2020 and Holders have until 5:00 p.m. (New York City
time) on 6 October 2020 to validly submit Voting Instructions or
Tender Instructions in order to receive the relevant Early Consent
Fee or Early Tender Premium, as applicable, in addition to the
relevant Early Redemption Amount or Tender Offer Consideration, as
applicable.
Each Holder is advised to check with any broker, dealer, bank,
custodian, trust company or other nominee or intermediary or
clearing system (including any Clearing System) through which it
holds Notes when such intermediary would require receipt of
instructions from a Holder in order for that Holder to be able to
participate in any Offer before the deadlines specified above. The
deadlines set by any such intermediary will be earlier than the
relevant deadlines specified above.
Questions and requests for assistance in connection with the
Offers may be directed to any Dealer Manager.
JSC Halyk Finance J.P. Morgan Securities plc
109"V" Abay avenue, 5th floor 25 Bank Street
A05A1B9 Canary Wharf
Almaty London E14 5JP
Republic of Kazakhstan United Kingdom
Attention: Consulting and Underwriting Department Attention: Liability management
Telephone: +7-727-311-5977 Telephone: +44 20 7134 2468
Email: IB@halykfinance.kz Email: em_europe_lm@jpmorgan.com
MUFG Securities EMEA plc SkyBridge Invest
Ropemaker Place 77/7 Al-Farabi avenue, 7th floor
25 Ropemaker Street A15E3H4
London EC2Y 9AJ Almaty
United Kingdom Republic of Kazakhstan
Attention: Liability Management Group Attention: Investment Banking Department
Telephone: +44-207-577-4145 Telephone: +7-727-331-3350
Email: liability.management@mufgsecurities.com Email: buirakulova@sbinvest.kz
Questions and requests for assistance in connection with the
delivery of Tender Instructions or Voting Instructions may be
directed to, and copies of the Memorandum may be obtained from, 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
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, Deputy
Chairman of the Management Board for Economics and Finance, 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).
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
information contained in this announcement and the Memorandum may
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
CIRFIFETIILRIII
(END) Dow Jones Newswires
October 06, 2020 04:52 ET (08:52 GMT)
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