REG - JSC NatCo Kaz.Temir - Results of Tender Offer and Meeting

Natco PharmaAnnouncement

28/10/2022 13:45

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20221028:nRSb5257Ea&default-theme=true

RNS Number : 5257E  JSC Nat.Co. Kazakhstan Temir Zholy  28 October 2022

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.

28 October 2022

JOINT STOCK COMPANY "NATIONAL COMPANY "KAZAKHSTAN TEMIR ZHOLY"

(the "Issuer")

ANNOUNCEMENT OF RESULTS OF TENDER OFFER AND MEETING

to the holders (the "Holders") of the outstanding

U.S.$1,100,000,000 6.950% Guaranteed Notes due 2042
(Unrestricted Global Note ISIN:  XS0799658637; Restricted Global Note ISIN:
US48667DAD66, CUSIP:  48667DAD6)

(the "Notes")

On 27 September 2022, the Issuer announced its invitation to each Holder to
tender any or all of the Notes held by such Holder for purchase by the Issuer
for cash (the "Tender Offer") and concurrently to consent, by the
Extraordinary Resolution, to amend the terms and conditions of the Notes to
provide for mandatory early redemption of the Notes by the Issuer (the
"Proposal", and together with the Tender Offer, the "Offer"). The Offer was
made on the terms and subject to the conditions set forth in the Tender Offer
and Consent Solicitation Memorandum dated 27 September 2022 (the "Tender Offer
and Consent Solicitation Memorandum").

Capitalised terms used in this announcement but not defined herein have the
meaning given to them in the Tender Offer and Consent Solicitation Memorandum.

Tender Offer Results

As of the Expiration Deadline, being 10:00 a.m. London time on 26 October
2022, the Issuer had received valid Tender Instructions in respect of
U.S.$797,049,000 in principal amount of outstanding Notes, representing
approximately 90.3% of the outstanding Notes. In addition, the Issuer had also
received: (i) Voting Instructions in favour of the Proposal (without Notes
being tendered) in respect of U.S.$8,350,000 in principal amount of
outstanding Notes, representing approximately 0.9% of the outstanding Notes
and (ii) Voting Instructions against the Proposal (without Notes being
tendered) in respect of U.S.$14,500,000 in principal amount of outstanding
Notes, representing approximately 1.6% of the outstanding Notes.

The Issuer intends to purchase all of the validly tendered Notes for the
Tender Offer Consideration of U.S.$1,000.00 per U.S.$1,000 in principal amount
of Notes. The Settlement Date of the Tender Offer will be 31 October 2022. All
Notes purchased by the Issuer in the Tender Offer will be delivered to the
Registrar for cancellation.  Purchases of Notes pursuant to the Tender Offer
are conditional, inter alia, upon satisfaction of certain conditions,
including the New Financing Condition, as set out in the Tender Offer and
Consent Solicitation Memorandum. The Issuer has confirmed that the New
Financing Condition has been satisfied.

Results of Meeting

The Issuer hereby gives notice to Holders that the Extraordinary Resolution
set out in the Notice of Meeting dated 27 September 2022 was duly passed at
the Meeting today.  The fourth supplemental trust deed dated 28 October 2022
(the "Supplemental Trust Deed") has been signed by the Issuer, Joint Stock
Company "Kaztemirtrans", "KTZ-Freight Transportation" LLP, Joint Stock Company
"Passenger Transportation" and Joint Stock Company "Vagonservice", as
guarantors, and BNY Mellon Corporate Trustee Services Limited, as trustee, and
the amendments to the terms and conditions of the Notes contemplated therein
have been implemented effective today.

Settlement of Early Redemption

Following settlement of the Tender Offer, U.S.$85,929,000 in aggregate
principal amount of Notes will remain outstanding. The amendments to the terms
and conditions of the Notes set out in the Supplemental Trust Deed have been
implemented and, accordingly, all of the Notes which remain outstanding will
be redeemed at the Early Redemption Amount of U.S.$1,000.00 per U.S.$1,000 in
principal amount of Notes, together with Accrued Interest, on the Early
Redemption Date, which is expected to be 1 November 2022 (and in no event
later than two Business Days following 1 November 2022). All Notes repurchased
by the Issuer on the Early Redemption Date will be delivered to the Registrar
for cancellation.

Questions and requests for assistance in connection with the Offer may be
directed to any Dealer Manager and Solicitation Agent:

 Citigroup Global Markets Limited             J.P. Morgan Securities plc

                                            25 Bank Street
 Citigroup Centre
Canary Wharf

Canada Square
London E14 5JP

Canary Wharf
United Kingdom

London E14 5LB

United Kingdom                              Attention:  Liability Management

 Attention: Liability Management Group        Telephone: +44 20 7134 2468

Email: em_europe_lm@jpmorgan.com
 Telephone: +44 20 7986 8969

Email: liabilitymanagement.europe@citi.com

 Société Générale
 Immeuble Basalte

 17 Cours Valmy

92987 Paris La Défense Cedex

France

 Attention: Liability Management

Telephone: +33 1 42 13 32 40

Email: liability.management@sgcib.com

Questions and requests for assistance in connection with the Offer may be
directed to the Tender and Tabulation Agent:

Citibank, N.A., London Branch

Citigroup Centre

Canada Square

London E14 5LB

United Kingdom

 

 

Attention:  Tender Agent

Telephone: +44 20 7508 3867

Email:  citiexchanges@citi.com (mailto:citiexchanges@citi.com)

 

This announcement is made by:

Joint Stock Company "National Company "Kazakhstan Temir Zholy"

6 Konaeva Street,

Esil District, Astana, 010000

Republic of Kazakhstan

This announcement contains information that qualified or may have qualified as
inside information for the purposes of Article 7 of the Market Abuse
Regulation (EU) 596/2014 ("MAR") and Article 7 of the Market Abuse Regulation
(EU) as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("UK MAR"), encompassing information relating to the
Offer described above.  For the purposes of MAR and Article 2 of Commission
Implementing Regulation (EU) 2016/1055 and UK MAR and Article 2 of Commission
Implementing Regulation (EU) 2016/1055 as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018, this announcement is made
by Dair Kusherov, Managing Director for Finance, on behalf of Joint Stock
Company "National Company "Kazakhstan Temir Zholy".

 

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer and
Consent Solicitation Memorandum. This announcement and the Tender Offer and
Consent Solicitation Memorandum contain important information which should be
read carefully. If you are in any doubt as to the contents of this
announcement or the Tender Offer and Consent Solicitation Memorandum, 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. This
announcement is for informational purposes only.

None of the Dealer Managers and Solicitation Agents, the Tender and Tabulation
Agent or the Trustee (or their respective affiliates, directors, officers,
employees and agents) have separately verified the information contained in
the Tender Offer and Consent Solicitation Memorandum and none of the Dealer
Managers and Solicitation Agents, the Tender and Tabulation Agent or the
Trustee, their affiliates or their respective directors, officers, employees
or agents makes any representations, warranties, undertakings or
recommendations whatsoever (express or implied) regarding the this
announcement, the Tender Offer and Consent Solicitation Memorandum or the
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
and Consent Solicitation Memorandum or any other information provided by the
Issuer in connection with or in relation to the Offer or any failure by the
Issuer to disclose material information with regard to the Issuer or the
Offer. The Tender and Tabulation Agent is the agent of the Issuer and owes no
duty to any Holder.

 

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  RTEFLFVLIALTFIF