TIDM67LN
RNS Number : 6777E
JSC National Company Kazmunaygas
05 November 2015
NOT FOR DISTRIBUTION IN OR INTO ANY PERSON LOCATED OR RESIDENT
IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS
ANNOUNCEMENT
JSC NATIONAL COMPANY KAZMUNAYGAS
ANNOUNCES CASH TENDER OFFER FOR CERTAIN
OUTSTANDING DEBT SECURITIES
Astana, Kazakhstan, 5 November 2015.
JSC National Company KazMunayGas ("KMG"), on behalf of itself
and KazMunaiGaz Finance Sub B.V. ("KMG Finance"), has today
launched a cash tender offer (the "Offer") inviting all holders of
Notes (as defined below) in any Series (as defined below) to tender
their Notes, subject to the conditions set out in the Offer to
Purchase Memorandum dated 5 November 2015 (the "Offer to Purchase
Memorandum").
The Notes targeted by the Offer are: (i) any and all of the
outstanding U.S.$2,000,000,000 5.75% Notes due 2043 issued by KMG
(the "2043 Notes"); (ii) any and all of the outstanding
U.S.$1,000,000,000 6.00% Notes due 2044 issued by KMG (the "2044
Notes" and, together with the 2043 Notes, the "First Priority
Notes"); (iii) the outstanding U.S.$1,000,000,000 4.40% Notes due
2023 issued by KMG (the "2023 Notes"); (iv) the outstanding
U.S.$500,000,000 4.875% Notes due 2025 issued by KMG (the "2025
Notes" and, together with the 2023 Notes, the "Second Priority
Notes"); (v) the outstanding U.S.$1,500,000,000 7.00% Notes due
2020 issued by KMG (the "2020 Notes"); and (vi) the outstanding
U.S.$1,250,000,000 6.375% Notes due 2021 issued by KMG (the "2021
Notes" and, together with the 2020 Notes, the "Third Priority
Notes" and, collectively with the First Priority Notes and the
Second Priority Notes, the "Notes"). Each of the 2043 Notes, the
2044 Notes, the 2023 Notes, the 2025 Notes, the 2020 Notes and the
2021 Notes are herein referred to as a "Series" of Notes.
KMG is offering to purchase Notes in Series for aggregate Cash
Consideration of up to U.S.$3,400,000,000 (the "Maximum Tender
Consideration"). The "Cash Consideration" payable for each
U.S.$1,000 in principal amount of Notes accepted for purchase shall
be the sum of (a) U.S.$1,000 multiplied by the relevant price
specified for the Series of such Notes as being the Early Price or
the Standard Price (as the case may be) in the table below (in each
case, the "Relevant Price"), plus (b) all accrued and unpaid
interest on such Notes, from (and including) the last interest
payment date applicable to such Series of Notes to (but excluding)
the Early Settlement Date or the Standard Settlement Date (as
applicable) ("Accrued Interest"). The Early Price (as set forth in
the table below) will apply to Notes validly tendered (and not
validly withdrawn) at or prior to the Early Expiration Time (as
defined below). The Cash Consideration payable in respect of such
Notes shall hereinafter be referred to as the "Early
Consideration". The Standard Price (as set forth in the table
below) will apply to Notes validly tendered (and not validly
withdrawn) at or prior to the Standard Expiration Time (as defined
below). The Cash Consideration payable in respect of such Notes
shall hereinafter be referred to as the "Standard Consideration".
Holders of Notes (each, a "Holder" and, together, the "Holders")
that are eligible to receive the applicable Early Consideration
will not be eligible also to receive any Standard Consideration.
All Notes which are validly tendered (and not validly withdrawn) in
the Offer may be accepted for purchase subject always to KMG's
right to reject any such tender in its discretion as provided for
in the Offer to Purchase Memorandum. The Offer is made pursuant to
the Offer to Purchase Memorandum, which sets out a comprehensive
description of the terms of the Offer.
The following table sets forth details of the Offer applicable
to Notes in each Series, respectively:
Relevant Price
-------------------------------------------------------------------------------------------- ------------------------
Priority Series of ISIN (Reg S/ Cusip (Rule Maturity Principal Early Standard
Acceptance Notes 144A): 144A): Amount Price Price
Level Outstanding(1)
:
------------ ------------ ---------------- -------------- ------------ ---------------- ----------- -----------
First
Priority XS0925015157 / 30 April U.S.$2,000,000
Notes 2043 Notes US46639UAB17 46639UAB1 2043 ,000 88.50% 85.50%
------------ ------------ ---------------- -------------- ------------ ---------------- ----------- -----------
XS1134544151 / 7 November
2044 Notes US48667QAK13 48667QAK1 2044 U.S.$1,000,000,000 90.50% 87.50%
------------ ---------------- -------------- ------------ ----------------------------- ----------- -----------
Second
Priority XS0925015074 / 30 April U.S.$1,000,000
Notes 2023 Notes US46639UAA34 46639UAA3 2023 ,000 95.50% 92.50%
------------ ------------ ---------------- -------------- ------------ ---------------- ----------- -----------
XS1132166031 /
2025 Notes US48667QAH83 48667QAH8 7 May 2025 U.S.$ 500,000,000 95.50% 92.50%
------------ ---------------- -------------- ------------ ----------------------------- ----------- -----------
Third
Priority XS0506527851 / U.S.$1,500,000
Notes 2020 Notes US48667QAE52 48667QAE5 5 May 2020 ,000 107.75% 104.75%
------------ ------------ ---------------- -------------- ------------ ---------------- ----------- -----------
XS0556885753 / 9 April
2021 Notes US48667QAF28 48667QAF2 2021 U.S.$1,250,000,000 104.75% 101.75%
------------ ---------------- -------------- ------------ ----------------------------- ----------- -----------
__________
Note:
(1) Aggregate principal amount of Notes outstanding as at the date of this announcement.
Notes that are accepted for purchase by KMG (and not validly
withdrawn) shall be purchased in the following order of priority
(the "Acceptance Priority") up to an aggregate amount equal to the
Maximum Tender Consideration: (i) firstly, the First Priority
Notes; (ii) secondly, on a pro rata basis and on a pari passu
basis, the Second Priority Notes; and (iii) thirdly, on a pro rata
basis and on a pari passu basis, the Third Priority Notes ((i)
through (iii) (inclusive) each a "Priority Acceptance Level")). In
the event that any pro-rationing of Notes in any Priority
Acceptance Level is required, Notes validly tendered (and not
validly withdrawn) in such Priority Acceptance Level shall be
pro-rated by a factor equal to (i) the amount of the Maximum Tender
Consideration not previously applied to purchase Notes with a
higher Priority Acceptance Level, divided by (ii) the aggregate
Cash Consideration payable in respect of such validly tendered
Notes. The principal amount of each Note that is validly tendered
(and not validly withdrawn) and accepted for purchase, which
becomes subject to pro-ration, will be rounded down to the nearest
U.S.$1,000 in principal amount after giving effect to the relevant
pro-ration.
The Offer will expire at 11:59 p.m. (New York time) on 4
December 2015, unless the Offer Period is extended or earlier
terminated (the "Standard Expiration Time"). To be eligible to
receive the applicable Early Consideration, Holders must validly
tender (and not validly withdraw) their Notes to Citibank N.A.,
London Branch (the "Tender Agent") at or prior to 5:00 p.m. (New
York time) on 19 November 2015 (such date and time, as the same may
be extended, the "Early Expiration Time"). Holders who validly
tender (and do not validly withdraw) their Notes to the Tender
Agent after the Early Expiration Time but at or prior to the
Standard Expiration Time shall be eligible to receive only the
applicable Standard Consideration (as defined below). All Holders
may tender Notes from and including the date of this announcement
until the Standard Expiration Time. Any tender of Notes received by
the Tender Agent after the Standard Expiration Time will not be
accepted.
Holders of First Priority Notes that are validly tendered (and
not validly withdrawn) at or prior to the Early Expiration Time and
accepted for purchase will be eligible to receive the applicable
Early Consideration for their Notes, which will be payable on or
about 24 November 2015 ("Early Settlement Date").
Holders of Second Priority Notes and Third Priority Notes that
are validly tendered (and not validly withdrawn) at or prior to the
Early Expiration Time and accepted for purchase will be eligible to
receive the applicable Early Consideration for their Notes, which
will be payable on or about 10 December 2015 (the "Standard
Settlement Date").
Holders of Notes in any Priority Acceptance Level that are
validly tendered after the Early Expiration Time but at or prior to
the Standard Expiration Time and accepted for purchase will be
eligible to receive the applicable Standard Consideration for their
Notes, which will be payable on the Standard Settlement Date.
(MORE TO FOLLOW) Dow Jones Newswires
November 05, 2015 05:12 ET (10:12 GMT)
Notes tendered before the Early Expiration Time may be validly
withdrawn by delivery of a withdrawal instruction that is received
by the Tender Agent at any time before 5:00 p.m. (New York time) on
19 November 2015 (the "Withdrawal Time"), unless extended by KMG in
its discretion (following consultation with KMG Finance), but not
thereafter. Notes tendered after the Early Expiration Time may not
be withdrawn. Payment for Notes accepted for purchase will be made
by deposit of immediately available funds by, or on behalf of KMG
on the Early Settlement Date or the Standard Settlement Date (as
the case may be). Notes that are not validly tendered or are not
accepted for purchase pursuant to the Offer will remain outstanding
and remain subject to the terms and conditions of such Notes.
KMG expects to announce the early tender results in respect of
the Offer, including (i) the principal amount of First Priority
Notes accepted for purchase, and (ii) the Early Settlement Date on
or around 20 November 2015. KMG expects to announce the final
results of the Offer, including (i) the principal amount of Notes
accepted for purchase, (ii) any pro-ration by Priority Acceptance
Level, and (iii) the Standard Settlement Date on or around 7
December 2015. All announcements made by KMG in respect of the
Offer will be made via an announcement through the London Stock
Exchange's Regulatory News Service. KMG will also make
announcements in respect of the Offer by publication on the website
of the Kazakhstan Stock Exchange (at www.kase.kz).
The Offer is subject to the satisfaction or waiver (to the
extent such conditions are capable of being waived) of certain
conditions set forth in the Offer to Purchase Memorandum. KMG
(following consultation with KMG Finance) reserves the right to
waive (to the extent such conditions are capable of being waived)
or modify any one or more of the conditions to the Offer, in whole
or in part, at any time with respect to any or all of the Notes
subject thereto. The complete terms and conditions of the offer are
set forth in the Offer to Purchase Memorandum. Holders are urged to
read the Offer to Purchase Memorandum carefully before making any
decision with respect to the tender offer.
Each of Citigroup Global Markets Limited and Credit Suisse
Securities (Europe) Limited has been appointed to act as a Dealer
Manager for purposes of the Offer (together, the "Dealer
Managers"). Citibank, N.A., London Branch has been retained to act
as Tender Agent.
Any questions or requests for assistance or for copies of the
Offer to Purchase Memorandum may be directed to the Tender
Agent:
The Tender Agent for the Offer is:
Citibank, N.A., London Branch
Citigroup Centre
Canada Square
London E14 5LB
United Kingdom
Attention: Exchange Team - Agency & Trust
Telephone: +44 207 508 3867
Fax: +44 20 3320 2405
Email: exchange.gats@citi.com
A Holder may also contact the Dealer Managers at the telephone
numbers set forth below or such Holder's custodian for assistance
concerning the Offer.
The Dealer Managers for the Offer are:
Citigroup Global Markets Credit Suisse Securities
Limited (Europe) Limited
Citigroup Centre One Cabot Square
Canada Square, Canary London E14 4QJ
Wharf United Kingdom
London E14 5LB
United Kingdom Attention: Liability
Attention: Liability Management Management
Group Telephone:
Telephone:
+44 20 7883 8763
+44 20 7986 8969
+1 (800) 558 3745 (U.S.
toll free) Email: liability.management@credit-suisse.com
+1 (212) 723 6106 (Collect)
Email: liabilitymanagement.europe@citi.com
Disclaimer
This announcement must be read in conjunction with the Offer to
Purchase Memorandum. This announcement and the Offer to Purchase
Memorandum contain important information which must be read
carefully before any decision is made with respect to the Offer. If
any Holder is in any doubt as to the contents of this announcement
or the Offer to Purchase Memorandum or the action it should take,
such Holder is advised to seek its own financial advice, including
in respect of any tax consequences, immediately from its
stockbroker, bank manager, legal adviser, accountant or other
independent financial adviser.
This announcement is for informational purposes only. The Offer
is being made only pursuant to the Offer to Purchase Memorandum and
only in such jurisdictions as is permitted under applicable law.
Neither this announcement nor the Offer to Purchase Memorandum
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
The Dealer Managers and the Tender Agent (and their respective
directors, employees or affiliates) make no representations or
recommendations whatsoever regarding this announcement, the Offer
to Purchase Memorandum or the Offer. The Tender Agent is the agent
of KMG and KMG Finance and owes no duty to any Holder. None of the
KMG, KMG Finance, the Dealer Managers or the Tender Agent or any of
their respective directors, employees or affiliates makes any
recommendation as to whether or not Holders should participate in
the Offer or refrain from taking any action in the Offer with
respect to any of such Notes, and none of them has authorised any
person to make any such recommendation.
Forward-Looking Statements
KMG and KMG Finance consider portions of this announcement and
the Offer to Purchase Memorandum to be forward-looking statements.
Forward-looking statements can be identified by the use of words
such as "may", "will", "plan", "should", "expect", "anticipate",
"estimate", "continue" or comparable terminology. Forward-looking
statements are inherently subject to risks and uncertainties, many
of which neither KMG nor KMG Finance can predict with accuracy and
some of which neither KMG nor KMG Finance could even anticipate.
Although KMG and KMG Finance believe that the expectations
reflected in such forward-looking statements are based upon
reasonable assumptions at the time made, no assurance can be given
that such expectations will be achieved. Future events and actual
results, financial and otherwise, may differ materially from the
results discussed in the forward-looking statements as a result of
risks and uncertainties, including, without limitation, possible
changes in the timing and consummation of the Offer. Holders are
cautioned not to place undue reliance on these forward-looking
statements. Neither KMG nor KMG Finance assumes any obligation to
update and supplement forward-looking statements that become untrue
because of subsequent events, new information or otherwise except
as may be required under applicable securities laws.
The forward-looking statements contained in this announcement
and the Offer to Purchase Memorandum speak only as of the date of
this announcement and the Offer to Purchase Memorandum. Neither KMG
nor KMG Finance undertakes to publicly update, except as required
by applicable securities laws, any forward-looking statement to
reflect events or circumstances after the date as of which such
statement has been made or to reflect the occurrence of
unanticipated events.
Offer and Distribution Restrictions
Neither this announcement nor the Offer to Purchase Memorandum
constitutes an invitation to participate in the Offer to or from
any person located or resident in any jurisdiction where it is
unlawful to make such invitation or for there to be such
participation under applicable securities or other laws. In certain
jurisdictions, the distribution of this announcement and the Offer
to Purchase Memorandum may be restricted by law. Persons into whose
possession this announcement or the Offer to Purchase Memorandum
comes are required by KMG, KMG Finance, the Dealer Managers and the
Tender Agent to inform themselves about and to observe any such
restrictions.
General
Neither this announcement nor the Offer to Purchase Memorandum
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, and
tenders of Notes by Holders originating from any jurisdiction in
which such offer or solicitation is unlawful will be rejected. In
those jurisdictions where the securities laws or other laws require
the Offer to be made by a licenced broker or dealer and any Dealer
Manager or any of its respective affiliates is such a licenced
broker or dealer in such jurisdiction, the Offer shall be deemed to
be made on behalf of KMG by such Dealer Manager or affiliate (as
the case may be) in such jurisdiction and the Offer is not made in
any such jurisdiction where either a Dealer Manager or any of its
affiliates is not licenced. Neither the delivery of this
announcement or the Offer to Purchase Memorandum nor any purchase
of Notes shall, under any circumstances, create any implication
that there has been no change in the affairs of KMG or KMG Finance
since the date hereof, or that the information herein is correct as
of any time subsequent to the date hereof.
(MORE TO FOLLOW) Dow Jones Newswires
November 05, 2015 05:12 ET (10:12 GMT)
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