REG - JSC NC KazMunayGas - Results of Tender Offer

JPMorgan Chase & CoAnnouncement

11/09/2024 10:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240911:nRSK7454Da&default-theme=true

RNS Number : 7454D  JSC NC KazMunayGas  11 September 2024

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 OFFER TO PURCHASE.

JSC NC "KAZMUNAYGAS" AND KAZMUNAIGAZ FINANCE SUB B.V. ANNOUNCE RESULTS OF ANY
AND ALL CASH TENDER OFFER IN RESPECT OF THE U.S.$1,000,000,000 4.750% NOTES
DUE 2027

11 September 2024

On 3 September 2024, JSC NC "KazMunayGas" (the "Issuer") and KazMunaiGaz
Finance Sub B.V. ("KMG Finance" and, together with the Issuer, the "Offerors")
launched an invitation to each holder (the "Holders") (subject to certain
offer and distribution restrictions) of the Issuer's U.S.$1,000,000,000 4.750%
Notes due 2027 (the "Notes") to tender any and all of such Notes for cash (the
"Tender Offer").

The Tender Offer was made on the terms and subject to the conditions set forth
in the offer to purchase dated 3 September 2024 (the "Offer to Purchase").
Capitalised terms used in this announcement but not defined herein have the
meaning given to them in the Offer to Purchase.

The following table sets forth details of the Tender Offer:

 Description of the Notes                                                 ISIN/ CUSIP/Common Code               Outstanding Principal Amount  Tender Offer Consideration((1)(2))  Amount subject to the Tender Offer
 U.S.$1,000,000,000 4.750% Notes due 2027 issued by JSC NC "KazMunayGas"  Regulation S ISIN: XS1595713782       U.S.$1,000,000,000            U.S.$1,000                          Any and all

Regulation S Common Code: 159571378

Rule 144A ISIN: US48667QAN51

Rule 144A CUSIP: 48667QAN5

Rule 144A Common Code: 159943038

__________________________________

(1)           Excludes Accrued Interest, up to the Tender Offer
Settlement Date, which will also be paid.

(2)           Per U.S.$1,000 in principal amount

 

The Tender Offer expired at 5:00 p.m. (New York City time) on 10 September
2024. The Offerors hereby inform the Holders that, as of the Expiration
Deadline, the aggregate principal amount of Notes validly tendered and not
withdrawn is U.S.$749,907,000. In addition, U.S.$2,000,000 in aggregate
principal amount were tendered using guaranteed delivery procedures. All
Conditions have been satisfied or waived.

The Offerors will accept for purchase all Notes validly tendered and not
validly withdrawn at or prior to the Expiration Deadline. The Issuer will make
payment for the purchased Notes on the Tender Offer Settlement Date and the
Guaranteed Delivery Settlement Date (in the case of Notes tendered by
guaranteed delivery procedures) on 12 September 2024. In addition, Holders
whose Notes are purchased in the Tender Offer will be paid interest accrued
and unpaid on the relevant Note or Notes from (and including) the interest
payment date for the Notes immediately preceding the Tender Offer Settlement
Date to (but excluding) the Tender Offer Settlement Date. No additional
accrued interest will be paid in respect of the period from the Tender Offer
Settlement Date to the Guaranteed Delivery Settlement Date in the case of
Notes for which the guaranteed delivery procedures were used.

Following settlement of the Tender Offer, Notes repurchased pursuant to the
Tender Offer will be cancelled, and (assuming valid tender of the Notes
pursuant to the guaranteed delivery procedures) the remaining principal amount
of the Notes outstanding is expected to be U.S.$248,093,000.

This announcement is made by Diana Aryssova, Deputy Chairman, 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).

For further information on the Tender Offer and terms and conditions on which
the Tender Offer is made, Holders should refer to the Offer to Purchase.
Questions and requests for assistance in connection with the Tender Offer may
be directed to the Dealer Managers and the Tender and Information Agent, the
contact details for all of which are below.

THE OFFERORS

 JSC NC "KazMunayGas"  KazMunaiGaz Finance Sub B.V.
 8, Kunayev Street

Astana 010000        Strawinskylaan 723 (WTC Tower A, 7th Floor)

Kazakhstan
1077 XX Amsterdam

The Netherlands

THE DEALER MANAGERS

 Citigroup Global Markets Limited              J.P. Morgan Securities plc          J.P. Morgan SE
 Citigroup Centre
25 Bank Street

Canada Square                                Canary Wharf                        Taunustor 1 (TaunusTurm)

Canary Wharf                                 London E14 5JP

London E14 5LB
United Kingdom                     60310 Frankfurt am Main

United Kingdom
Telephone: +44 20 7134 2468

 Telephone: +44 20 7986 8969
E-mail: em_europe_lm@jpmorgan.com  Germany

E-mail: liabilitymanagement.europe@citi.com
Attention: Liability Management

Attention: Liability Management Group                                            E-mail: em_europe_lm@jpmorgan.com

                                                                                   Attention: Liability Management

 

THE TENDER AND INFORMATION AGENT

Kroll Issuer Services Limited
The Shard
32 London Bridge Street

London
SE1 9SG
United Kingdom

Telephone: +44 20 7704 0880

Attention: David Shilson

Email: kmg@is.kroll.com (mailto:kmg@is.kroll.com)

Website: https://deals.is.kroll.com/kmg (https://deals.is.kroll.com/kmg)

 

DISCLAIMER

This announcement must be read in conjunction with the Offer to Purchase and
the launch announcement published on 3 September 2024.

This announcement is for informational purposes only. The Tender Offer has
been made only pursuant to the Offer to Purchase and only in such
jurisdictions as is permitted under applicable law. None of this announcement,
the Offer to Purchase nor any other documents or materials relating to the
Tender Offer 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 or the Tender and Information Agent (or their
respective affiliates, directors, officers, employees and agents) have
separately verified the information contained in the Offer to Purchase and
none of the Dealer Managers or the Tender and Information Agent, their
affiliates or their respective directors, officers, employees or agents makes
any representations, warranties, undertakings or recommendations whatsoever
(express or implied) regarding the Offer to Purchase or the Tender Offer and
none of such persons accepts any liability or responsibility as to the
accuracy or completeness of the information contained in the Offer to Purchase
or any other information provided by the Issuer or KMG Finance in connection
with or in relation to the Tender Offer or any failure by the Issuer or KMG
Finance to disclose material information with regard to the Issuer, KMG
Finance or the Tender Offer.

The Dealer Managers and the Tender and Information Agent (and their respective
directors, employees or affiliates) make no representations or recommendations
whatsoever regarding this announcement, the Offer to Purchase or the Tender
Offer. The Tender and Information Agent is the agent of the Offerors and owes
no duty to any Holder.

OFFER AND DISTRIBUTION RESTRICTIONS

General

Neither this announcement nor the Offer to Purchase 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 is unlawful, and
tenders of Notes by Holders originating from any jurisdiction in which such
offer or solicitation is unlawful will not be accepted.  Neither this
announcement nor the delivery of the Offer to Purchase 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.

 

United Kingdom

The communication of this announcement, the Offer to Purchase and any other
documents or materials relating to the Tender Offer 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 other than (i) to those persons in the
United Kingdom falling within the definition of investment professionals (as
defined in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Financial Promotion Order")), (ii) to
those persons who are within Article 43(2) of the Financial Promotion Order,
including existing members and creditors of the Offerors, (iii) to those
persons who are outside the United Kingdom, or (iv) to any other persons to
whom it may otherwise lawfully be made under the Financial Promotion Order
(all such persons together being referred to as "Relevant Persons") and the
transactions contemplated herein will be available only to, and engaged in
only with, Relevant Persons. Any person who is not a Relevant Person should
not act on or rely on this announcement or any of its contents.

Republic of Kazakhstan

The Tender Offer is 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 and the AIX. This announcement
and the Offer to Purchase 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 and the Astana Financial
Services Authority.

The Netherlands

In the Netherlands, the Tender Offer 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 Regulation EU (2017/1129), as amended (the "Prospectus
Regulation"). Neither this announcement, nor the Offer to Purchase nor any
other documentation or material relating to the Tender Offer has been or will
be submitted to the Dutch Authority for Financial Markets (de Autoriteit
Financiële Markten) for approval. Therefore, neither this announcement, the
Offer to Purchase nor any other documentation or material relating to the
Tender Offer qualify as an approved prospectus as meant in the Prospectus
Regulation. Accordingly, in the Netherlands, the Tender Offer may not be made
by way of a public offer within the meaning of the Prospectus Regulation and
the Tender Offer 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 Offer to Purchase
and any other documentation or material relating to the Tender Offer
(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 and the Offer to Purchase have been
transmitted only for personal use by the aforementioned qualified investors
and only for the purpose of the Tender Offer. Accordingly, the information
contained in this announcement and the Offer to Purchase may not be used for
any other purpose or be transmitted to any other person in the Netherlands.

Italy

None of this announcement, the Tender Offer, the Offer to Purchase nor any
other documents or materials relating to the Tender Offer have been or will be
submitted to the clearance procedures of the Commission Nazionale per le
Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations.  The
Tender Offer is being carried out in Italy as an exempted offer 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 resident and/ or located in
Italy can tender Notes for purchase in the Tender Offer 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, and Legislative Decree No. 385 of 1 September 1993, as
amended) and in compliance with any other applicable laws and regulations and
with any requirements imposed by CONSOB and 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
Tender Offer, this announcement or the Offer to Purchase.

France

The Tender Offer is not being made, directly or indirectly, to the public in
the Republic of France.  Neither this announcement, nor the Offer to Purchase
nor any other documentation or material relating to the Tender Offers have
been or shall be distributed to the public in France and only qualified
investors (investisseurs qualifiés) within the meaning of Article 2(e) of the
Prospectus Regulation are eligible to participate in the Tender Offer.  This
announcement and the Offer to Purchase have not been and will not be submitted
to the clearance procedures (visa) of the Autorité des marchés financiers.

Belgium

Neither this announcement, the Offer to Purchase and any other documents or
materials relating to the Tender Offer have been submitted to or will be
submitted for approval or recognition to the Financial Services and Markets
Authority (Autorité des services et marchés financiers / Autoriteit voor
financiële diensten en markten) and, accordingly, the Tender Offer may not be
made in Belgium by way of a public offering, as defined in Articles 3 and 6 of
the Belgian Law of April 1, 2007 on public takeover bids as amended or
replaced from time-to-time. Accordingly, the Tender Offer may not be
advertised and the Tender Offer will not be extended, and neither this
announcement, the Offer to Purchase and any other documents or materials
relating to the Tender Offer have been or shall be distributed or made
available, directly or indirectly, to any person in Belgium other than
"qualified investors" in the sense of Article 10 of the Belgian Law of June
16, 2006 on the public offer of placement instruments and the admission to
trading of placement instruments on regulated markets, acting on their own
account. This announcement and the Offer to Purchase has been issued only for
the personal use of the above qualified investors and exclusively for the
purpose of the Tender Offer. Accordingly, the information contained in this
announcement and the Offer to Purchase may not be used for any other purpose
or disclosed to any other person in Belgium.

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 of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  RTEUASBRSVUKARR