REG - JSC NC KazMunayGas - Tender Offer Launch Announcement
03/09/2024 11:45
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RNS Number : 7186C JSC NC KazMunayGas 03 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 ANY AND ALL
CASH TENDER OFFER IN RESPECT OF THE U.S.$1,000,000,000 4.750% NOTES DUE 2027
3 September 2024
JSC NC "KazMunayGas" (the "Issuer") and KazMunaiGaz Finance Sub B.V. ("KMG
Finance" and, together with the Issuer, the "Offerors") today announce their
invitations to each holder (the "Holders") (subject to certain offer and
distribution restrictions) to purchase for cash any and all of the Issuer's
U.S.$1,000,000,000 4.750% Notes due 2027 (of which U.S.$1,000,000,000 in
principal amount remains outstanding) (the "Notes") (the "Tender Offer").
The Tender Offer is made on the terms and subject to the conditions set forth
in the offer to purchase dated 3 September 2024 (the "Offer to Purchase"). The
Tender Offer begins on 3 September 2024 and will expire at 5:00 p.m. (New York
City time) on 10 September 2024 (the "Expiration Deadline") unless extended or
earlier terminated at the sole discretion of the Offerors as described in the
Offer to Purchase.
Copies of the Offer to Purchase and the notice of guaranteed delivery are
available to eligible persons upon request from the Tender and Information
Agent as set out below. 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
Indicative Offer Timetable
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 Offer to Purchase
(including the Conditions to the Tender Offer). Accordingly, the actual
timetable may differ significantly from the timetable set forth below.
Date and time (all times are New York City time, unless otherwise stated) Event
3 September 2024................................................ Launch Date
5:00 p.m. (New York City time), 10 September Expiration Deadline/ Withdrawal Deadline
2024....................................................................
The last time and date for Holders to submit Tender Instructions (or, where
applicable, Notices of Guaranteed Delivery) in order to be able to participate
in the Tender Offer and to be eligible to receive the Tender Offer
Consideration and Accrued Interest on the Tender Offer Settlement Date. Tender
Instructions may not be revoked after the Expiration Deadline.
As soon as reasonably practicable following the Expiration Results Announcement
Deadline.............................................
5:00 p.m., New York City time, on 11 September Guaranteed Delivery Deadline
2024....................................................................
If any Holder of Notes desires to tender their Notes and (i) such Note
certificates are not immediately available or cannot be delivered to the
Tender and Information Agent, (ii) such Holder cannot comply with the
procedure for book-entry transfer, or (iii) such Holder cannot deliver the
other required documents to the Tender and Information Agent by the Expiration
Deadline, such Holder must tender their Notes according to the guaranteed
delivery procedure described under "Procedures for Tendering Notes" in the
Offer to Purchase and deliver their Notes by 5:00 p.m. (New York City time) on
11 September 2024.
12 September 2024............................................. Tender Offer Settlement Date / Guaranteed Delivery Settlement Date
Holders are advised to check with any bank, securities broker or other
intermediary through which they hold Notes when such intermediary would
require to receive instructions from a Holder in order for that Holder to be
able to participate in, or revoke their instruction to participate in, the
Tender Offer before the deadlines specified above. The deadlines set by any
such intermediary and each Clearing System for the submission and withdrawal
of Tender Instructions will be earlier than the relevant deadlines specified
above.
The Offerors reserve the right, in their sole and absolute discretion, to
extend, re-open, withdraw or terminate the Tender Offer and to amend or waive
any of the terms and conditions of the Tender Offer at any time following the
announcement of the Tender Offer. The Offerors will publicly announce any such
extension, amendment or termination, as described under "Expiration Deadline;
Extension; Amendment; Termination". There can be no assurance that the
Offerors will exercise their right to extend, terminate or amend the Tender
Offer.
Purpose and Background for the Tender Offer
The Offerors are making the Tender Offer as a way of managing the Issuer's
financial liabilities. The Offerors intend to use the opportunity to purchase
any and all of the Notes and to use existing cash on hand to fund the Tender
Offer. The payment of the Tender Offer Consideration and the Accrued Interest,
for all Notes validly tendered and accepted for purchase pursuant to the
Tender Offer will be made by the Issuer (or KMG Finance on behalf of the
Issuer) to the Clearing Systems on the Tender Offer Settlement Date or the
Guaranteed Delivery Settlement Date, as applicable. The Offerors intend to
cancel all Notes purchased by them pursuant to the Tender Offer.
The Tender Offer
The Tender Offer Consideration will be U.S.$1,000 per each U.S.$1,000 in
principal amount of Notes validly tendered and accepted for purchase pursuant
to the Tender Offer.
In addition to the Tender Offer Consideration paid to Holders of Notes,
Holders will be paid the Accrued Interest per U.S.$1,000 in principal amount
of Notes tendered and accepted pursuant to the Tender Offer, rounded to the
nearest U.S.$0.01. Accrued Interest will cease to accrue on the Tender Offer
Settlement Date, and (in the case of Notes for which the guaranteed delivery
procedures are used) no additional accrued interest will be paid in respect of
the period from the Tender Offer Settlement Date to the Guaranteed Delivery
Settlement Date.
The Tender Offer is not contingent upon the tender of any minimum principal
amount of Notes.
Unless waived by the Offerors, the Offerors' obligation to accept and pay for,
Notes validly tendered pursuant to the Tender Offer is conditioned upon
satisfaction or waiver (in the Offerors' sole discretion) of the conditions as
set forth in "Conditions of the Tender Offer" under the Offer to Purchase. All
conditions to the Tender Offer will be either satisfied or waived by the
Offerors (in their sole discretion) on or prior to the Expiration Deadline.
The Offerors reserve the right, in their sole discretion, subject to
applicable law, to waive any one or more of the conditions with respect to the
Tender Offer at any time.
None of the Offerors, the Dealer Managers or the Tender and Information Agent
makes any recommendation whether Holders should tender or refrain from
tendering Notes in the Tender Offer, and no one has been authorised by any of
them to make such a recommendation. Holders are urged to evaluate carefully
all information in the Offer to Purchase, consult their own investment and tax
advisers and make their own decisions whether to tender Notes in the Tender
Offer, and, if so, the principal amount of Notes to tender.
Tender Instructions
To tender Notes for purchase pursuant to the Tender Offer, a holder of Notes
should deliver, or arrange to have delivered on its behalf, via the relevant
Clearing System and in accordance with the requirements of such Clearing
System, a valid Tender Instruction that is received in each case by the Tender
and Information Agent by the Expiration Deadline.
In order to be eligible to participate in the Offer to Purchase, Holders of
Notes held through KCSD or the AIX CSD must deliver, or arrange to have
delivered on their behalf, through the KCSD or the AIX CSD, and in accordance
with the requirements of the KCSD, a valid Tender Instruction in the form
specified by the KCSD or the AIX CSD for submission by the KCSD or the AIX CSD
on behalf of such Holders to the Tender and Information Agent through the
relevant Clearing System and in accordance with the requirements of such
Clearing System at or prior to the Expiration Deadline, unless the relevant
Tender Offer is extended, re-opened or terminated as provided in the Offer to
Purchase.
If any Holder wishes to tender its Notes through the Clearing Systems but such
Holder cannot comply with the procedures for the submission of a valid Tender
Instruction prior to the Expiration Deadline, such Holder may tender its Notes
in accordance with the Guaranteed Delivery Procedures described in the Offer
to Purchase under "Procedures for Tendering Notes-Guaranteed Delivery
Procedures".
Tender Instructions must be submitted in respect of a principal amount of
Notes of no less than the Minimum Denomination, being U.S.$200,000 and may be
submitted in integral multiples of U.S.$1,000 thereafter.
Holders are advised to read carefully the Offer to Purchase for full details
of and information on the procedures for participating in the Tender Offer.
General
The Issuer (or KMG Finance on behalf of the Issuer) may determine in its sole
discretion not to accept tenders of Notes for any reason and the Issuer is
under no obligation to any Holder to furnish any reason or justification for
refusing to accept any tender of Notes. In addition, the Issuer (or KMG
Finance on behalf of the Issuer) may determine in its sole discretion whether
or not the Conditions to the Tender Offer have been satisfied.
Under the terms and conditions of the Notes, in the event that at least 80 per
cent. of the aggregate principal amount of Notes have been redeemed or
purchased (other than as specified in the terms and conditions of the Notes),
the Issuer may, at its option, at any time, before the date falling six months
prior to the maturity date of the Notes, redeem all (but not less than all) of
the outstanding Notes at a redemption price equal to 100% of the principal
amount of such Notes together with any interest accrued to, but excluding, the
date of such redemption. No assurance can be given that the thresholds
described above will or will not be crossed pursuant to the Tender Offer and
there can be no assurance as to whether or when the Issuer will choose to
exercise its option to redeem the Notes. Any future decision by the Issuer to
redeem the outstanding Notes will depend on various factors existing at that
time.
Unless stated otherwise, announcements in connection with the Tender Offer
will be by way of the issue of a press release through RNS and by the delivery
of notices to the relevant Clearing Systems for communication to Direct
Participants. Publication will also be made on the website of the KASE (at
www.kase.kz (http://www.kase.kz) ) and on the website of the AIX (at
www.aix.kz (http://www.aix.kz) ). Such announcements may also made by the
issue of a press release to a Bloomberg, Reuters IIIA and/or such other
recognised news service or services as selected by the Offerors. Copies of all
such announcements, press releases and notices can also be obtained upon
request from the Tender and Information 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 Holders are urged to
contact the Tender and Information Agent for the relevant announcements during
the course of the Tender Offer.
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 (a) Tender Offer
may be directed to the Dealer Managers; and (b) Tender Offer and the delivery
of Tender Instructions may be directed to 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. This
announcement and the Offer to Purchase contain important information which
should be read carefully before any decision is made with respect to the
Tender Offer. If you are in any doubt as to the contents of this announcement
or the Offer to Purchase 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 Offer. For the avoidance
of doubt, none of the Dealer Managers, the Tender and Information Agent, the
Issuer or KMG Finance makes any recommendation as to whether Holders should
participate in the Tender Offer or otherwise provides any legal, business, tax
or other advice in connection with the Tender Offer.
This announcement is for informational purposes only. The Tender Offer is
being 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. None of the Issuer, KMG Finance, the Dealer Managers or
the Tender and Information Agent or any of their respective directors,
employees or affiliates makes any recommendation as to whether or not the
Holders should participate in the Tender Offer or refrain from taking any
action in the Tender Offer with respect to any of Notes, and none of them has
authorised any person to make any such recommendation.
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. The Tender Offer is
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 Tender Offer 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 Tender Offer shall be deemed to be made on
behalf of the Issuer and KMG Finance by such Dealer Managers or affiliate (as
the case may be) in such jurisdiction and the Tender Offer is 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 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.
Each Holder participating in the Tender 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 Tender Offer. Any tender
of Notes for purchase pursuant to the 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 Information Agent
reserves the right, in its absolute discretion, to investigate, in relation to
the tender of Notes for purchase pursuant to the Tender Offer, 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 the
Tender Offer. No Notes purported to be tendered by a Sanctions Restricted
Person pursuant to the Offer to Purchase will be accepted for purchase and no
Sanctions Restricted Person will be eligible to receive any monetary amount in
respect of the Tender Offer Consideration 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 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)
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