TIDM66ZX
RNS Number : 5687Z
JSC NC KazMunaIGas
24 May 2021
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
MEMORANDUM (AS DEFINED BELOW).
24 May 2021
JSC NC "KAZMUNAYGAS" AND KazMunaiGaz FINANCE SUB B.V. ANNOUNCE
CONSENT SOLICITATION IN RESPECT OF THE U.S.$500,000,000 4.750%
Notes due 2025, U.S.$1,000,000,000 4.75% Notes due 2027,
U.S.$1,250,000,000 5.375% Notes due 2030, U.S.$1,250,000,000 5.75%
Notes due 2047 and U.S.$1,500,000,000 6.375% Notes due 2048, 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.
JSC NC "KazMunayGas" (the "Issuer" or "KMG") and KazMunaiGaz
Finance Sub B.V. ("KMG Finance") today announce their invitation to
each holder (a "Noteholder") of:
-- U.S.$500,000,000 4.750% Notes due 2025 (Reg S ISIN:
XS1807299174; Rule 144A ISIN: US48667QAR65) (the "2025 Notes") of
which U.S.$500,000,000 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;
-- U.S.$1,250,000,000 5.375% Notes due 2030 (Reg S ISIN:
XS1807300105; Rule 144A ISIN: US48667QAQ82) (the "2030 Notes") of
which U.S.$1,250,000,000 remains outstanding;
-- 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; and
-- U.S.$1,500,000,000 6.375% Notes due 2048 (Reg S ISIN:
XS1807299331; Rule 144A ISIN: US48667QAS49) (the "2048 Notes") of
which U.S.$1,500,000,000 remains outstanding,
(each, a "Series" and, together, the "Notes"),
to consent to certain proposed amendments (the "Proposed
Amendments") being sought (the "Solicitation") to (i) the terms and
conditions of the 2025 Notes, (ii) the terms and conditions of the
2027 Notes, (iii) the terms and conditions of the 2030 Notes, (iv)
the terms and conditions of the 2047 Notes, (v) the terms and
conditions of the 2048 Notes and (vi) the provisions of the trust
deeds constituting the 2025 Notes, the 2027 Notes, the 2030 Notes,
the 2047 Notes and the 2048 Notes, all as more fully described in
the 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
24 May 2021 (the "Memorandum"). Terms used in this announcement but
not defined herein have the respective meanings given to them in
the 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 14 June 2021 (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 16 June 2021.
The Early Consent Fee is, in the case of each the 2025 Notes,
the 2027 Notes, the 2030 Notes, the 2047 Notes and the 2048 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 7 June 2021 (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. The below table sets out
an indicative illustration of the Early Consent Fee that would be
received by each Qualifying Noteholder per U.S.$1,000 in principal
amount of Qualifying Notes assuming either (i) all Noteholders of
each Series submit Voting Instructions in favour of the relevant
Extraordinary Resolution by the Early Consent Deadline: or (ii)
Noteholders holding two-thirds of the principal amount of the Notes
of each Series (which principal amount would be sufficient to form
a quorum at any Meeting) submit Voting Instructions in favour of
the relevant Extraordinary Resolution by the Early Consent
Deadline:
Early Consent 2025 Notes 2027 Notes 2030 Notes 2047 Notes 2048 Notes
Fee
Aggregate U.S.$2.4 U.S.$6.6 U.S.$10.9 U.S.$18.1 U.S.$21.8
fee to be million million million million million
shared by
all Qualifying
Noteholders
---------------- ---------------- ---------------- ---------------- ----------------
Indicative U.S.$4.80 U.S.$6.60 U.S.$8.72 U.S.$14.48 U.S.$14.53
Early Consent per U.S.$1,000 per U.S.$1,000 per U.S.$1,000 per U.S.$1,000 per U.S.$1,000
Fee if 100% in principal in principal in principal in principal in principal
of Noteholders amount of amount of amount of amount of amount of
consent(1) 2025 Notes 2027 Notes 2030 Notes 2047 Notes 2048 Notes
---------------- ---------------- ---------------- ---------------- ----------------
Indicative U.S.$7.20 U.S.$9.90 U.S.$13.08 U.S.$21.72 U.S.$21.80
Early Consent per U.S.$1,000 per U.S.$1,000 per U.S.$1,000 per U.S.$1,000 per U.S.$1,000
Fee if 66(2/3) in principal in principal in principal in principal in principal
% of Noteholders amount of amount of amount of amount of amount of
consent(1) 2025 Notes 2027 Notes 2030 Notes 2047 Notes 2048 Notes
---------------- ---------------- ---------------- ---------------- ----------------
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 Condition to the
Proposal is satisfied or waived (at the sole discretion of the
Issuer).
The Proposed Amendments
The approval of the respective holders of each of the 2025
Notes, the 2027 Notes, the 2030 Notes, the 2047 Notes and the 2048
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 2025 Notes, the 2027 Notes, the 2030 Notes,
the 2047 Notes and the 2048 Notes are being requested to provide
their consent to, and approve, the alignment of the terms and
conditions of each Series of Notes (the "Conditions") with the
terms and conditions of the U.S.$750,000,000 3.500% Notes due 2033
(the "2020 Notes"), with the Proposed Amendments (if approved) to
take effect on the Effective Date. In the event the Proposed
Amendments become effective, the commercial provisions of the
amended terms and conditions of each Series will be the same as the
terms and conditions of the 2020 Notes (the "2020 Conditions"). In
addition, the holders of the 2025 Notes, the 2027 Notes, the 2030
Notes, the 2047 Notes and the 2048 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 2020
Trust Deed.
Rationale for the Solicitation
Over the course of the last few years, KMG has pursued a
successful strategy of aligning its covenant package with its core
peers - national oil companies and other state-owned national oil
companies and/or investment grade issuers around the world. KMG has
undertaken a number of successful bond offerings and consent
solicitations to achieve this. The most recent such exercise was
KMG's issue of 2020 Notes in October 2020, which was met with
strong investor demand in the market.
This offering successfully established a covenant package that
is commensurate with KMG's status and strategic importance for the
Republic of Kazakhstan.
KMG is now, pursuant to the Proposal, seeking to align the
Conditions with the 2020 Conditions.
The alignment, if implemented, will provide KMG with the
flexibility required to pursue its corporate development strategy
and its role as the national oil company of the Republic of
Kazakhstan. If the covenants in the Conditions were aligned to
those in the 2020 Conditions they would, for example, permit KMG to
undertake the potential actions with respect to its wholly-owned
subsidiary KazTransGas JSC ("KTG") as discussed further in the
"Terms of the Solicitation - Rationale for the Proposal - Potential
Transfer of KTG" section of the Memorandum, which are currently not
permitted under the Conditions (although they are under the 2020
Conditions).
KMG has discussed the Proposed Amendments with the relevant
rating agencies and following these discussions does not expect
that the passing of the Extraordinary Resolutions would result in a
change to its corporate ratings or ratings of the Notes. As of the
date of this announcement, the Issuer is rated "Baa3 with a
positive outlook" by Moody's Investors Service Ltd. ("Moody's"),
"BB with a negative outlook" by Standard & Poor's Credit Market
Services Europe Limited ("S&P") and "BBB-" with a stable
outlook by Fitch Ratings Limited ("Fitch"). For a summary of
certain changes introduced in the 2020 Conditions as compared to
the Conditions, please see the "Summary of the Proposed Amendments
- Comparison of Certain Differences between the Conditions and the
2020 Conditions" section of the Memorandum.
Condition to the Proposal
Unless waived by the Issuer (in its sole discretion), the
implementation of the Proposal is conditional upon all five
Extraordinary Resolutions that are the subject of the Proposal
being duly passed at each relevant Meeting or Adjourned Meeting for
the applicable Series (the "Condition to the Proposal").
Unless the Condition to the Proposal is waived by the Issuer at
its sole discretion, no Early Consent Fee shall be payable to any
Noteholder to the extent any one or more Extraordinary Resolutions
is not duly passed at the relevant Meeting or, as the case may be,
Adjourned Meeting, notwithstanding that any other Extraordinary
Resolution was duly passed at the relevant Meeting or, as the case
may be, Adjourned Meeting.
Meetings and Announcement of Results
There will be Meetings of Noteholders to consider the Proposal
to be held by teleconference on 16 June 2021 commencing at 10:00
a.m. (London time) with subsequent Meetings in respect of each
other Series being held at 15 minute intervals thereafter.
In light of the ongoing developments and the UK Government
guidelines in relation to COVID-19, the Issuer believes it to be
inadvisable to hold the Meetings at a physical location. Therefore,
in accordance with the provisions of the Trust Deeds further
regulations regarding the holding of the Meetings will be
prescribed providing that the Meetings (and any adjourned Meetings)
will be held via teleconference or other electronic means ("Virtual
Meeting"). Accordingly, the Meetings (and any adjourned Meetings)
will not be convened at a physical location. In such circumstances,
those Noteholders who have indicated to the Tabulation Agent as
described below that they wish to attend any Meeting will be
provided with further details about attending the relevant Virtual
Meeting.
Attendance at any Virtual Meeting (and any adjourned Meeting)
shall take place over a secure video-conference facility. An
alternative telephone dial-in number shall also be available in
order to access the Meetings (and any adjourned Meetings) should
internet connections fail. Noteholders will attend "virtually" by
dialling into a secure teleconference or video conference. Each
Noteholder shall be deemed to have fully understood and consented
to any process governing the Virtual Meetings and the Trustee shall
not suffer any liability as a result of the Meeting being held
virtually. Noteholders who have submitted and not withdrawn a valid
Voting Instruction in respect of the relevant Meeting will be
unaffected and will not be requested to take any further
action.
Each person eligible and wishing to attend any Meeting (the
"participant") shall give notice in writing to the Tabulation Agent
(using the details specified at the back of the relevant Notice of
Meeting) no later than 48 hours before the time fixed for the
relevant Meeting. Such notice shall specify the full name of the
participant, the capacity in which they are attending and (if
voting) the principal amount of Notes of the relevant Series they
hold or represent and their e-mail contact details. If the
participant will be voting at the relevant Meeting, the notice
shall be accompanied by an electronic copy of a valid
identification document (passport or driving license) and, if
applicable, sufficient evidence of blocking the Notes he or she
holds or represents. The Tabulation Agent before the time fixed for
the relevant Meeting shall notify the chairman of the relevant
Meeting of participants (including their e-mail contact details)
who have given notices pursuant to this paragraph. The chairman (or
the teller on the chairman's behalf) will, not earlier than 2 hours
before the time fixed for the relevant Meeting, send each
participant, as notified by the Tabulation Agent in accordance with
the preceding sentence, instructions on accessing the
teleconference using the email contact details provided.
After the Meetings, the Issuer and/or KMG Finance shall announce
the results of the Meetings.
Indicative Timetable for the Solicitation
This is an indicative timetable showing one possible outcome for
the timing of the Solicitation, 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 Condition to
the Proposal). 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
24 May 2021................................. Launch Date
5:00 p.m., 7 June 2021.................. Record Date
5:00 p.m., 7 June 2021.................. Early Consent Deadline
14 June 2021 (in respect Voting Deadline
of each Series, by the
time specified in the
relevant Notice of Meeting)
16 June 2021................................. Meetings and Announcement of Results
On or about 18 June Settlement Date
2021..................
-------------------------------------
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 or the Solicitation 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.
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 or the
Solicitation before the deadlines specified in the Memorandum. The
deadlines set by each Clearing System for the submission and
withdrawal of Voting Instructions will also be earlier than the
relevant deadlines specified in the Memorandum.
For further information on the Proposal and the Solicitation and
terms and conditions on which the Proposal and the Solicitation are
made, Noteholders should refer to the Memorandum. Questions and
requests for assistance in connection with the (a) Proposal and the
Solicitation may be directed to the Solicitation Agents; and (b)
Proposal, and the Solicitation and the delivery of Voting
Instructions may be directed to the Tabulation Agent, the contact
details for all of which are below.
Unless stated otherwise, announcements in relation to the
Proposal and the Solicitation 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, (iv) by publication on the website of the
Kazakhstan Stock Exchange (at www.kase.kz) and (v) by publication
on the website of the Astana International Exchange (at
www.aix.kz). The Issuer and KMG Finance may also make announcements
in relation to the Proposal and the Solicitation on the relevant
Reuters International Insider Screen. Copies of all such
announcements, press releases and notices can also be obtained from
the 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 Tabulation Agent for the relevant
announcements during the course of the Solicitation. In addition,
Noteholders may contact the Solicitation Agents for information
using the contact details which are at the bottom of this
announcement. Noteholders are advised to read carefully the
Memorandum for full details of and information on the procedures
for participating in the Solicitation.
Copies of the Memorandum are available from the 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.
This announcement is made by:
JSC NC "KazMunayGas"
8, Kunayev Street
Nur-Sultan 010000
Kazakhstan
KazMunaiGaz Finance Sub B.V.
Strawinskylaan 807
Tower A-8
1077 XX Amsterdam
The Netherlands
Questions and requests for assistance in connection with the
Solicitation may be directed to any Solicitation Agent.
J.P. Morgan AG J.P. Morgan Securities plc
Taunustor 1 (TaunusTurm) 25 Bank Street
60310 Frankfurt am Main Canary Wharf
Germany London E14 5JP
Attention: EMEA Liability Management Group United Kingdom
Email: em_europe_lm@jpmorgan.com Attention: EMEA Liability Management Group
Email: em_europe_lm@jpmorgan.com
UBS AG London Branch
5 Broadgate
London EC2M 2QS
United Kingdom
Attention: Liability Management Group
Telephone (US): (collect) +1 (203) 719-4210; (toll free) +1 (888) 719-4210
Telephone (UK): +44 20 7568 1121
Email: ol-liabilitymanagement-eu@ubs.com
Questions and requests for assistance in connection with the
delivery of Voting Instructions may be directed to the Tabulation
Agent.
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Attention: David Shilson
By telephone: +44 207 704 0880
By email: kmg@lucid--is.com
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 Solicitation. 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 consent to
the Proposal in respect of such Notes. For the avoidance of doubt,
none of the Solicitation Agents, the Tabulation Agent, the Trustee,
the Issuer or KMG Finance makes any recommendation as to whether
Noteholders should participate in the Solicitation or otherwise
provides any legal, business, tax or other advice in connection
with the Solicitation.
This announcement is for informational purposes only. The
Solicitation is being made only pursuant to the Memorandum and only
in such jurisdictions as are permitted under applicable law. None
of this announcement, the Memorandum nor any other documents or
materials relating to the Solicitation constitutes an invitation to
participate in the Solicitation in or from any jurisdiction where
the Solicitation is unlawful.
None of the Solicitation Agents, the 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 Solicitation Agents,
the 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
Solicitation 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 Solicitation or any failure by the Issuer or KMG
Finance to disclose material information with regard to the Issuer,
KMG Finance or the Solicitation.
The Solicitation Agents, the Trustee and the Tabulation Agent
(and their respective directors, employees or affiliates) make no
representations or recommendations whatsoever regarding this
announcement, the Memorandum or the Solicitation. The 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
Solicitation Agents, the Trustee or the 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 refrain from taking any action
in the Solicitation with respect to any of Notes, and none of them
has authorised any person to make any such recommendation.
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
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END
MSCFIFSTEDISFIL
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May 24, 2021 04:48 ET (08:48 GMT)
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