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REG - JSC NatCo Kaz.Temir - Tender Offer




 



RNS Number : 9438N
JSC Nat.Co. Kazakhstan Temir Zholy
26 May 2020
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) OR TO ANY U.S. PERSON (AS SUCH TERM IS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT OR THE TENDER OFFER MEMORANDUM.

26 May 2020

JOINT STOCK COMPANY "NATIONAL COMPANY "KAZAKHSTAN TEMIR ZHOLY" ANNOUNCES TENDER OFFER IN RESPECT OF ITS U.S.$1,100,000,000 6.950% GUARANTEED NOTES DUE 2042 (ISIN (REG S): XS0799658637; COMMON CODE 079965863)

Joint Stock Company "National Company "Kazakhstan Temir Zholy" (the "Issuer") today announces its invitation to holders (the "Holders") (subject to certain offer and distribution restrictions referred to below) of the Issuer's outstanding U.S.$1,100,000,000 6.950% Guaranteed Notes due 2042 (the "Notes") to tender such Notes held by it for purchase by the Issuer for cash (the "Tender Offer").

The Tender Offer is made on the terms and subject to the conditions set forth in the Tender Offer Memorandum dated 26 May 2020 (the "Tender Offer Memorandum"). The Tender Offer begins on 26 May 2020 and will expire at 5:00 p.m. (London time) on 2 June 2020, unless the Tender Offer is extended or earlier terminated, as described in the Tender Offer Memorandum (the "Expiration Deadline").

Copies of the Tender Offer Memorandum are available from the Tender Agent as set out below. Capitalised terms used in this announcement but not defined herein have the meaning given to them in the Tender Offer Memorandum.

The following table sets forth details of the Tender Offer:

Description of the Notes

Regulation S ISIN / Common Code

Amount Issued

Amount Outstanding (as of the date of the Tender Offer Memorandum)

Purchase Price per U.S.$1,000 in principal amount of Notes

Expected Maximum Acceptance Amount

U.S.$1,100,000,000 6.950% Guaranteed Notes due 2042

XS0799658637/ 079965863

U.S.$1,100,000,000

U.S.$1,100,000,000

U.S.$1,280.00

Subject as set out in the Tender Offer Memorandum, up to U.S.$350,000,000 in aggregate principal amount of the Notes

The Tender Offer

The Issuer invites Holders of Notes (subject to the offer and distribution restrictions set out in "Offer and Distribution Restrictions", and on the terms and subject to the conditions contained in the Tender Offer Memorandum) to tender their Notes for purchase by the Issuer at the Purchase Price, plus Accrued Interest. Upon the Expiration Deadline, the Issuer will determine in its sole and absolute discretion, the aggregate principal amount of Notes (if any) it will accept for purchase pursuant to the Tender Offer, taking into account the aggregate principal amount of Notes validly tendered by tendering Holders, the aggregate cash consideration, including any Accrued Interest, to be paid by the Issuer to purchase the Notes validly tendered and accepted for purchase in the Tender Offer and the Maximum Acceptance Amount, which the Issuer proposes to be in a total principal amount of up to U.S.$350,000,000.

The Issuer will accept tenders of Notes for purchase only in minimum denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof. No alternative, conditional or contingent tenders will be accepted.

Rationale for the Tender Offer

In line with the Group's financing policy, the Issuer is exploring ways to reduce its hard currency position (including U.S. Dollar liabilities such as the Notes) through the refinancing of certain existing indebtedness and the incurrence of certain new indebtedness in soft currency, with the aim of gradually moving towards a neutral foreign currency position. The Tender Offer is in line with this policy, which is, in turn, intended to lessen the impact on the Group of any potential future devaluations of the Kazakhstan Tenge against the U.S. Dollar and other currencies.

It is the Issuer's current intention that Notes repurchased by the Issuer pursuant to the Tender Offer will be cancelled but the Issuer reserves the right to hold the Notes.

Maximum Acceptance Amount and Scaling

The Issuer proposes (subject to satisfaction (or waiver) of the New Financing Condition) to accept for purchase pursuant to the Tender Offer up to U.S.$350,000,000 in aggregate principal amount of Notes, although the Issuer reserves the right, in its sole discretion, to accept less than or more than such amount (or not to accept any Notes) for purchase pursuant to the Tender Offer. The Maximum Acceptance Amount will be determined by the Issuer in its sole discretion as soon as reasonably practicable following the Expiration Deadline.

If the Issuer decides to accept for purchase valid tenders of Notes pursuant to the Tender Offer and the aggregate principal amount of Notes validly tendered pursuant to the Tender Offer is greater than the Maximum Acceptance Amount, the Issuer intends to accept such Notes for purchase on a pro rata basis such that the aggregate principal amount of Notes accepted for purchase is no greater than the Maximum Acceptance Amount. Where Notes validly tendered pursuant to the Tender Offer are to be accepted on a pro rata basis, each such tender of Notes will be scaled by a factor equal to (i) the Maximum Acceptance Amount divided by (ii) the aggregate principal amount of the Notes that have been validly tendered pursuant to the Tender Offer (subject to adjustment resulting from the rounding of tenders and the intentions of the Issuer).

New Financing Condition

The Issuer intends to enter into a term loan (the "Loan"). The Issuer will decide, in its sole and absolute discretion, whether to accept for purchase Notes validly tendered in the Tender Offer, subject to the Issuer being satisfied that it has received (or will receive on or prior to the Settlement Date) an amount by way of a draw down under the Loan, which is sufficient (as determined by the Issuer in its sole and absolute discretion) in order to enable it to finance, in whole or in part, the payment by it of the aggregate Purchase Price, as well as Accrued Interest, for all Notes validly tendered and accepted for purchase pursuant to the Tender Offer.

General

The Issuer may, in its sole and absolute discretion, extend, re-open, amend or waive any condition (including the New Financing Condition) of, or terminate, the Tender Offer at any time (subject to applicable law and as provided in the Tender Offer 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.

The Tender Offer is not being conducted in a manner eligible for the procedures of the Depository Trust Company. To participate in the Tender Offer, a Holder of Notes who is otherwise eligible to participate in the Tender Offer must hold such Notes through a Direct Participant in a Clearing System. Only Direct Participants may submit Tender Instructions. Each Holder of Notes that is not a Direct Participant must arrange for the Direct Participant through which it holds the relevant Notes to submit a Tender Instruction on its behalf to the relevant Clearing System by the deadlines specified by such Clearing System. Direct Participants and Clearing Systems will have deadlines for receiving instructions prior to the Expiration Deadline. Holders are advised to check with any broker, dealer, commercial bank, custodian, trust company or other nominee or intermediary or clearing system through which they hold Notes when such intermediary or the relevant Clearing System needs to receive instructions from a Holder in order for that Holder to be able to participate in the Tender Offer before the deadlines specified in the Tender Offer Memorandum. The deadlines set by any such intermediary and each Clearing System will be earlier than the relevant deadlines specified in the Tender Offer Memorandum.

Indicative Offer Timetable

This is an indicative timetable showing one possible outcome for the timing of the Tender Offer, based on the dates set out in the Tender Offer Memorandum.  This timetable is subject to change and dates may be extended or changed by the Issuer, in its discretion, in accordance with the terms and conditions set out in the Tender Offer Memorandum (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 London time, unless otherwise stated)

Event

26 May 2020................................................................................

Launch Date

5:00 p.m, 2 June 2020...............................................................

Expiration Deadline

As soon as reasonably practicable on 3 June 2020.............

Announcement of Acceptance and Results

Expected on or about 10 June 2020.......................................

Settlement Date

For further information on the Tender Offer and terms and conditions on which the Tender Offer is made, Holders should refer to the Tender Offer Memorandum. 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 Agent, the contact details for all of which are below.

Unless stated otherwise, announcements in relation to the Tender Offer 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 LSE; and (iv) by publication on the website of the KASE (at www.kase.kz).  The Issuer may also make (or cause to be made), in its sole and absolute discretion, announcements regarding the Tender Offer on the website of the AIX and on the relevant Reuters International Insider Screen.  Copies of all such announcements, press releases and notices can also be obtained from the Tender 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 Agent for the relevant announcements during the course of the Tender Offer. In addition, holders of Notes may contact the Dealer Managers for information using the contact details which are at the bottom of this announcement. Holders are advised to read carefully the Tender Offer Memorandum for full details of and information on the procedures for participating in the Tender Offer.

This announcement is made by:

Joint Stock Company "National Company "Kazakhstan Temir Zholy"
6 Kunayev Street,
Esil District, Nur-Sultan, 010000
Republic of Kazakhstan

This announcement is made by Dair Kusherov, Deputy Chairman of the Board for Finance, on behalf of Joint Stock Company "National Company "Kazakhstan Temir Zholy" and constitutes a public disclosure of inside information under Regulation (EU) 596/2014 (16 April 2014).

 

 

Questions and requests for assistance in connection with the Tender Offer may be directed to any Dealer Manager.
 

MUFG Securities EMEA plc

Ropemaker Place

25 Ropemaker Street

London EC2Y 9AJ

United Kingdom

 

Attention: Liability Management Group

Telephone: +44 20 7577 4145

Email:  liability.management@mufgsecurities.com

 

 


 

Société Générale

One Bank Street,

Canary Wharf,

E14 4SG London

United Kingdom

 

Attention: Liability Management Group

Telephone: +44 20 7676 7951

Email: liability.management@sgcib.com

Sova Capital Limited

12th Floor, 88 Wood Street

EC2V 7RS, London

Attention:  Capital Markets Origination

Telephone: +44 20 7826 8200

Email:  cmo@sovacapital.com

 

Questions and requests for assistance in connection with the delivery of Tender Instructions may be directed to the Tender Agent.

Lucid Issuer Services Limited

Tankerton Works

12 Argyle Walk

London WC1H 8HA

 

Attention: David Shilson

Telephone: +44 20 7704 0880

Email: ktz@lucid-is.com

Website: https://portal.lucid-is.com

 

 

 

 

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum 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 Tender Offer 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 tender Notes for purchase pursuant to the Tender Offer. For the avoidance of doubt, none of the Dealer Managers, the Tender Agent or the Issuer 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 Tender Offer Memorandum and only in such jurisdictions as is permitted under applicable law. None of this announcement, the Tender Offer Memorandum 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 Agent (or their respective affiliates, directors, officers, employees and agents) have separately verified the information contained in the Tender Offer Memorandum and none of the Dealer Managers or the Tender Agent, their affiliates or their respective directors, officers, employees or agents makes any representations, warranties, undertakings or recommendations whatsoever (express or implied) regarding the Tender Offer Memorandum or any document prepared in connection with it or regarding 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 Tender Offer Memorandum or any other document prepared in connection with it or regarding the Tender Offer or any other information provided by the Issuer in connection with, or in relation to, the Tender Offer or any failure by the Issuer to disclose material information with regard to itself, the Group or the Tender Offer.

The Dealer Managers and the Tender Agent (and their respective directors, officers, employees, agents or affiliates) make no representations or recommendations whatsoever regarding this announcement, the Tender Offer Memorandum or the Tender Offer. The Tender Agent is the agent of the Issuer and owes no duty to any Holder. None of the Issuer, the Dealer Managers or the Tender Agent or any of their respective directors, officers, employees, agents 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

This announcement does not constitute an offer to purchase, or the solicitation of an offer to tender or sell, Notes to or from, or by, 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 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 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 by such Dealer Manager 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 Tender Offer Memorandum nor any purchase of Notes shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer 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, the Dealer Managers and the Tender Agent reserves the right, in its absolute discretion, to investigate, in relation to any 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 determines (for any reason) in its absolute discretion 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 Tender Offer Memorandum will be accepted for purchase and no Sanctions Restricted Person will be eligible to receive any monetary amount in respect of the Purchase Price or Accrued Interest in any circumstances. The Issuer, in its sole and absolute 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 States

The Tender Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States or to, or for the account or benefit of, any U.S. Person (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Notes may not be tendered in the Tender Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States or by any U.S. Person or any person acting for the account or benefit of a U.S. Person. Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer is not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) to, or for the account or benefit of, a U.S. Person, in or into the United States or to any persons located or resident in the United States. Any purported tender of Notes in the Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a U.S. Person, any person acting for the account or benefit of a U.S. Person, a person located or resident in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Each Holder of Notes participating in the Tender Offer represents that it is not a U.S. Person, is not located in the United States and is not participating in such Tender Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in such Tender Offer from the United States and who is not a U.S. Person.

United Kingdom

The communication of this announcement, the Tender Offer Memorandum 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.  The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may only be communicated to (i) persons who have professional experience in matters relating to investments, being investment professionals as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order"); (ii) persons who fall within Article 43(2) of the Financial Promotion Order, including existing members and creditors of the Issuer, (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Financial Promotion Order; or (iv) any other persons to whom these documents and/or materials may lawfully be made under the Financial Promotion Order.  Any investment or investment activity to which this announcement and the Tender Offer Memorandum relates is available only to such persons and will be engaged in only with such persons and other persons should not rely on it.

Italy

Neither this announcement, nor the Tender Offer Memorandum nor any other documents or materials relating to the Tender Offer have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations.  The Tender Offer is being carried out in the Republic of 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 "Financial Services Act"), and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended, as the case may be. 

A Holder located in the Republic of Italy may tender Notes 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 Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or 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 Notes or the Tender Offer.

France

The Tender Offer is not being made, directly or indirectly, to the general public in the Republic of France.  Neither this announcement, nor the Tender Offer Memorandum nor any other documentation or material relating to the Tender Offer (including memorandums, information circulars, brochures or similar documents) has been distributed to, or is being distributed to, the general public in the Republic of France and only qualified investors (investisseurs qualifiés), within the meaning of Article 2(e) of the Regulation (EU) 2017/1129 are eligible to participate in the Tender Offer.  This announcement and the Tender Offer Memorandum have not been submitted to the clearance procedures of the Autorité des marchés financiers.

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. This announcement and the Tender Offer Memorandum have not been and will not be submitted for clearance to nor approved by the National Bank of Kazakhstan.


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 or visit www.rns.com.
 
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