TIDM67LN
RNS Number : 2287I
JSC National Company Kazmunaygas
07 December 2015
NOT FOR DISTRIBUTION IN, OR TO ANY PERSON LOCATED OR RESIDENT
IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS
ANNOUNCEMENT
JSC NATIONAL COMPANY KAZMUNAYGAS
ANNOUNCES RESULTS AND PRORATION OF OFFER
Astana, Kazakhstan, 7 December 2015.
On 5 November 2015, JSC National Company KazMunayGas ("KMG"), on
behalf of itself and KazMunaiGaz Finance Sub B.V. ("KMG Finance"),
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 were: (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.
Capitalised terms used and not otherwise defined in this
announcement have the meanings given in the Offer to Purchase
Memorandum.
Further to the announcement of the Offer on 5 November 2015 and
the announcement of the early results of the Offer on 20 November
2015, KMG hereby informs Noteholders that, as at the Standard
Expiration Time (being 11:59 p.m. (New York time) on 4 December
2015), the aggregate principal amount of Notes in each Series,
respectively, validly tendered (and not validly withdrawn), and
received by the Tender Agent at or prior to the Standard Expiration
Time, is set out in the sixth column of the table below under the
heading "Aggregate Principal Amount Validly Tendered at the
Standard Expiration Time", representing approximately U.S.$5.1
billion of principal amount of the Notes.
The following table sets forth details of the aggregate
principal amount of Notes validly tendered at the Early Expiration
Time and the Standard Expiration Time, respectively:
Priority Series of Notes ISIN (Reg S/ Cusip (Rule 144A): Aggregate Aggregate
Acceptance Level 144A): Principal Amount Principal Amount
Validly Tendered Validly Tendered
at the Early at the Standard
Expiration Time Expiration Time
------------------ ---------------- ------------------- ------------------- ------------------ ------------------
First Priority 2043 Notes XS0925015157 / 46639UAB1 U.S.$1,487,551,00 U.S.$1,487,751,00
Notes US46639UAB17 0 0
------------------ ---------------- ------------------- ------------------- ------------------ ------------------
2044 Notes XS1134544151 / 48667QAK1 U.S.$969,388,000 U.S.$969,888,000
US48667QAK13
------------------ ---------------- ------------------- ------------------- ------------------ ------------------
Second Priority 2023 Notes XS0925015074 / 46639UAA3 U.S.$589,019,000 U.S.$593,436,000
Notes US46639UAA34
------------------ ---------------- ------------------- ------------------- ------------------ ------------------
2025 Notes XS1132166031 / 48667QAH8 U.S.$376,823,000 U.S.$376,823,000
US48667QAH83
------------------ ---------------- ------------------- ------------------- ------------------ ------------------
Third Priority 2020 Notes XS0506527851 / 48667QAE5 U.S.$848,106,000 U.S.$848,206,000
Notes US48667QAE52
------------------ ---------------- ------------------- ------------------- ------------------ ------------------
2021 Notes XS0556885753 / 48667QAF2 U.S.$819,433,000 U.S.$819,433,000
US48667QAF28
------------------ ---------------- ------------------- ------------------- ------------------ ------------------
Maximum Tender Consideration
As set out in the Offer to Purchase, the Maximum Tender
Consideration pursuant to the Offer is U.S.$3,400,000,000.
The total Consideration payable in respect of all Notes validly
tendered (and not validly withdrawn) as at the Standard Expiration
Time is in excess of the Maximum Tender Consideration. Accordingly,
in accordance with the terms of the Offer to Purchase, KMG has
accepted for purchase all First Priority Notes and Second Priority
Notes validly tendered (and not validly withdrawn) as at the
Standard Expiration Time and Third Priority Notes validly tendered
(and not validly withdrawn) as at the Standard Expiration Time on a
pro rata basis as set forth in "Third Priority Notes Accepted for
Purchase" below.
First Priority Notes Accepted for Purchase
On 24 November 2015, KMG accepted for purchase an aggregate
principal amount of U.S.$1,487,551,000 of 2043 Notes and
U.S.$969,388,000 of 2044 Notes, which represented all First
Priority Notes validly tendered (and not validly withdrawn) at the
Early Expiration Time.
As at the Standard Expiration Time, a further U.S.$700,000 in
aggregate principal amount of First Priority Notes had been validly
tendered (and not validly withdrawn), resulting in a total
aggregate principal amount of First Priority Notes validly tendered
(and not validly withdrawn) (including those validly tendered (and
not validly withdrawn) at the Early Expiration Time) of
U.S.$2,457,639,000. KMG hereby announces that it has accepted for
purchase all the First Priority Notes validly tendered (and not
validly withdrawn) at the Standard Expiration Time. As set out in
the Offer to Purchase Memorandum, tenders of First Priority Notes
are not subject to pro-ration.
The following table sets forth the details of the aggregate
principal amount of First Priority Notes accepted for purchase at
the Standard Expiration Time and the Standard Consideration payable
(including amounts of Accrued Interest) in respect of such First
Priority Notes:
Series of ISIN (Reg S/ Cusip (Rule Aggregate Aggregate Accrued Standard
Notes 144A): 144A): Principal Principal Interest Consideration
Amount Amount Payable (including
Accepted for Outstanding Accrued Interest)
Purchase following
settlement on
Standard
Settlement
Date
--------------- --------------- -------------- -------------- -------------- --------------- -------------------
2043 Notes XS0925015157 / 46639UAB1 U.S.$200,000 U.S.$512,249, U.S.$1,277.78 U.S.$172,277.78
US46639UAB17 000
--------------- --------------- -------------- -------------- -------------- --------------- -------------------
2044 Notes XS1134544151 / 48667QAK1 U.S.$500,000 U.S.$30,112,0 U.S.$2,750.00 U.S.$440,250.00
US48667QAK13 00
--------------- --------------- -------------- -------------- -------------- --------------- -------------------
* This table does not include details of the First Priority
Notes that were validly tendered (and not validly withdrawn) prior
to or at the Early Expiration Time and accepted for purchase on 24
November 2015.
Second Priority Notes Accepted for Purchase
KMG hereby announces that it has accepted for purchase all the
Second Priority Notes validly tendered (and not validly withdrawn)
at the Standard Expiration Time (including those Second Priority
Notes tendered at or prior to the Early Expiration Time),
representing an aggregate principal amount of U.S.$970,259,000 of
Second Priority Notes.
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