REG - LUKOIL Int Finance - Notice on Adjourned Meeting

SMIFS Capital MarketsAnnouncement

29/09/2022 08:30

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RNS Number : 1350B  LUKOIL International Finance B.V.  29 September 2022

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF HOLDERS. IF
HOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD SEEK
INDEPENDENT ADVICE, INCLUDING AS TO ANY LEGAL, FINANCIAL OR TAX CONSEQUENCES,
IMMEDIATELY FROM THEIR OWN BROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR
OTHER INDEPENDENT FINANCIAL, TAX OR LEGAL ADVISER.

THIS NOTICE DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN
OFFER TO BUY, ANY SECURITY AND IS BEING SENT TO HOLDERS SOLELY IN THEIR
CAPACITY AS SUCH IN CONNECTION WITH THE ADJOURNED MEETING (AS DEFINED BELOW).
THIS DOES NOT AFFECT THE RIGHT OF HOLDERS TO APPOINT A PROXY TO ATTEND AND
VOTE AT THE ADJOURNED MEETING IN ACCORDANCE WITH THE PROVISIONS OF THE TRUST
DEED AS DEFINED BELOW).

29 September 2022

PJSC LUKOIL

("LUKOIL")

NOTICE OF ADJOURNED MEETING

of the holders of the outstanding

U.S.$1,000,000,000 4.750 per cent. Notes due 2026 (the "Notes") issued by
LUKOIL International Finance B.V. (the "Issuer") and guaranteed by PJSC LUKOIL
("LUKOIL")

(Regulation S ISIN: XS1514045886, Common Code: 151404588

Rule 144А ISIN: US549876AL44, CUSIP: 549876 AL4)

The Meeting to consider the Retirement and Appointment Extraordinary
Resolution and the Amendments Extraordinary Resolution was held on 28
September 2022. The Retirement and Appointment Extraordinary Resolution was
passed, however, the Meeting was not quorate for the Amendments Extraordinary
Resolution. The Meeting has therefore been adjourned with respect to the
Amendments Extraordinary Resolution as described below.

NOTICE IS HEREBY GIVEN that an adjourned meeting (the "Adjourned Meeting") of
the holders of Notes (the "Holders"), which is hereby being convened by
LUKOIL, will be held via video conference (with dial-in details to be provided
by i2 Capital Markets Ltd (the "Tabulation Agent") following its satisfaction
of the identity of the Holders as to their status as Holders) on 13 October
2022 for the purpose of considering and, if thought fit, passing Extraordinary
Resolution (as defined in the Trust Deed) to approve the Proposals (as defined
below).

The Adjourned Meeting will commence at 4:00 p.m. (London time). Capitalised
terms used but not defined in this Notice have the meanings given to them in
the Conditions set out in the Trust Deed dated 2 November 2016, between the
Issuer, LUKOIL as the guarantor and Citicorp Trustee Company Limited (the
"Original Trustee") as trustee for the Holders of the Notes (the "Trust Deed")
and the Memorandum (as defined below), as applicable.

Background

LUKOIL has convened the Adjourned Meeting for the purpose of enabling Holders
to consider and resolve, if they think fit, to pass Extraordinary Resolution
relating to the Proposals (as defined below).

Holders are further given notice that LUKOIL has invited Holders to approve
the Amendments and waiver of certain terms of the Notes (the "Proposals"), the
details of which are set out in a consent solicitation memorandum prepared by
LUKOIL and dated 5 September 2022 (the "Memorandum"), which can be obtained by
registering at https://i2capmark.com/event-details/78/Holder/lukoil-consent
(https://i2capmark.com/event-details/60/Holder/tcs-finance-dac.)
(https://i2capmark.com/event-details/60/Holder/tcs-finance-dac.) / via email
at (https://i2capmark.com/event-details/60/Holder/tcs-finance-dac.)
(https://i2capmark.com/event-details/60/Holder/tcs-finance-dac.)
lukoilconsent@i2capmark.com
(https://i2capmark.com/event-details/60/Holder/tcs-finance-dac.) .
(https://i2capmark.com/event-details/60/Holder/tcs-finance-dac.)

General

THE ORIGINAL TRUSTEE AND THE NEW TRUSTEE HAVE NOT BEEN INVOLVED IN THE
FORMULATION OF THE EXTRAORDINARY RESOLUTION AND THEY EXPRESS NO OPINION ON THE
MERITS OF THE EXTRAORDINARY RESOLUTION OR ON WHETHER HOLDERS WOULD BE ACTING
IN THEIR BEST INTERESTS IN APPROVING THE EXTRAORDINARY RESOLUTION, AND NOTHING
IN THIS NOTICE SHOULD BE CONSTRUED AS A RECOMMENDATION TO HOLDERS FROM THEM TO
VOTE IN FAVOUR OF, OR AGAINST, THE EXTRAORDINARY RESOLUTION. HOLDERS SHOULD
TAKE INDEPENDENT FINANCIAL, TAX AND LEGAL ADVICE ON THE MERITS AND ON THE
CONSEQUENCES OF VOTING IN FAVOUR OF, OR AGAINST, THE EXTRAORDINARY RESOLUTION,
INCLUDING AS TO ANY LEGAL, FINANCIAL OR TAX CONSEQUENCES, IMMEDIATELY FROM
THEIR OWN BROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT, OR OTHER INDEPENDENT
FINANCIAL, TAX OR LEGAL ADVISER. THE ORIGINAL TRUSTEE AND THE NEW TRUSTEE HAVE
NOT REVIEWED, NOR WILL BE REVIEWING, ANY DOCUMENTS RELATING TO THE PROPOSALS.
ON THE BASIS OF THE INFORMATION SET OUT IN THIS NOTICE AND THE MEMORANDUM
(EACH OF WHICH THE HOLDERS ARE RECOMMENDED TO READ CAREFULLY), THE ORIGINAL
TRUSTEE AND THE NEW TRUSTEE HAVE AUTHORISED IT TO BE STATED THAT THE ORIGINAL
TRUSTEE AND THE NEW TRUSTEE HAVE NO OBJECTION TO THE EXTRAORDINARY RESOLUTION
BEING PUT TO HOLDERS FOR THEIR CONSIDERATION.

Holders may obtain a copy of the Memorandum from the Tabulation Agent, the
contact details for whom are set out below. A Holder will be required to
produce evidence satisfactory to the Tabulation Agent as to its status as a
Holder and that it is a person to whom it is lawful to send the Memorandum and
to make an invitation pursuant to the Proposals under applicable laws before
being sent a copy of the Memorandum.

Copies of this Notice, the Memorandum and the Trust Deed will also be
available at the Consent Solicitation Website (as defined in the Memorandum).

The attention of Holders is particularly drawn to the procedures for voting,
quorum and other requirements for the passing of the Extraordinary Resolution
at the Adjourned Meeting, which are set out at "-Voting and Quorum" below.
Having regard to such requirements, Holders are strongly urged either to
attend the Adjourned Meeting or to take steps to be represented at the
Adjourned Meeting as soon as possible.

Voting and Quorum

The provisions governing the convening and holding of a meeting of the Holders
are set out in the Trust Deed, a copy of which is available for inspection by
the Holders as referred to above.

The quorum required for the Extraordinary Resolution to be considered at the
Adjourned Meeting shall be two or more Noteholders representing or holding not
less than 25 per cent. of the principal amount of the outstanding Notes (as
defined in Schedule 3 (Provisions for Meetings of Noteholders) of the Trust
Deed).

To be passed in relation to the Notes, the Extraordinary Resolution must be
passed at the Adjourned Meeting duly convened and held in accordance with the
provisions of Schedule 3 (Provisions for Meetings of Noteholders) of the Trust
Deed by a majority of not less than 75 per cent. of the votes cast.

Holders should note these quorum requirements and should be aware that, if the
Holders either present or appropriately represented at the Adjourned Meeting
are insufficient to form a quorum for the Extraordinary Resolution, such
Extraordinary Resolution (and consequently, the respective Proposals) cannot
be formally considered thereat.

Pursuant to the provisions of Schedule 3 (Provisions for Meetings of
Noteholders) of the Trust Deed, each question submitted to the Adjourned
Meeting shall be decided by a poll. A poll shall be taken in such manner and
either at once or after such adjournment as the chairman directs. The result
of the poll shall be deemed to be the resolution of the Adjourned Meeting at
which it was demanded as at the date it was taken.

Every person who is present at the Adjourned Meeting shall have one vote in
respect of U.S.$1,000 in principal amount of each Note so held or owned or in
respect of which he is a proxy or a representative. Without prejudice to the
obligations of proxies, any persons entitled to more than one vote need not
use all his votes or cast all the votes to which he is entitled in the same
way.

If duly passed at the Adjourned Meeting duly convened and held in accordance
with the Trust Deed, the Extraordinary Resolution shall be binding on all the
Noteholders, whether or not present at the Adjourned Meeting and each of them
shall be bound to give effect to it accordingly. The passing of such
resolution shall be conclusive evidence that the circumstances justify its
being passed. The Issuer shall give notice of the passing of the Extraordinary
Resolution to Noteholders within 14 days in accordance with Condition 17
(Notices) but failure to do so shall not invalidate the resolutions.

This notice and any non-contractual obligations arising out of, or in
connection with, it shall be governed by, and shall be construed in accordance
with, English law.

This Notice is given by LUKOIL. Holders should contact the following for
further information:

The Tabulation Agent

i2 Capital Markets Ltd.

Address:                128 City Road

London, EC1V 2NX

United Kingdom

Email:                   info@i2capmark.com
(mailto:info@i2capmark.com)

Phone:                   +44 203 633 1212

Website:                www. (http://www.i2capmark.com)
i2capmark.com (http://www.i2capmark.com)

 

Addendum

Form of Extraordinary Resolution

Amendments Extraordinary Resolution

In accordance with paragraph 1.3 of Schedule 3 (Provisions for Meeting of
Noteholders) to the Trust Deed, the Extraordinary Resolutions (as defined in
the 2026 Trust Deed) shall be passed at a meeting duly convened and held in
accordance with this Trust Deed by a majority of at least 75 per cent. of the
votes cast. LUKOIL hereby requests that the holders of the U.S.$1,000,000,000
4.750 per cent. Notes due 2026 (the "Notes") (the "Noteholders") by
Extraordinary Resolution resolve to:

1.   approve and agree to the Amendments. The Noteholders agree that the
Amendments include, inter alia, the introduction of the Alternative Payment
Mechanics option and the Notes Cancellation Amendments, shall become binding
on the Noteholders, Lukoil International Finance B.V. (the "Issuer"), LUKOIL,
the Principal Paying Agent, the Registrar and the New Trustee regardless of
whether or not the relevant Amendment Documents relating to the Notes
necessary to document the Amendments are executed, and waive any actual or
potential breaches that might formally occur as a result of the Issuer or
LUKOIL making or procuring any payments in accordance with one of the
Alternative Payment Mechanics options to the extent such Alternative Payment
Mechanics options are not formalised by way of executing the Amendment
Documents;

2.   agree, authorise and direct the New Trustee, the Principal Paying
Agent, the Issuer, LUKOIL and the Registrar to enter into the relevant
Amendment Documents as may be necessary to document the Amendments in such
forms as may be agreed by them;

3.   authorise, direct, ratify, sanction, request, instruct and empower the
New Trustee to concur in and, without the need for any further consent or
approval, to take steps as may be necessary or desirable in the New Trustee's
sole discretion to carry out and give effect to the Proposals in this
Extraordinary Resolution and to refrain from taking any steps which may
conflict with, or be prejudicial to, the Proposals in this Extraordinary
Resolution;

4.   to the extent payments are duly made in accordance with one of the
Alternative Payment Mechanics options, to irrevocably and unconditionally
waive any and all rights to receive or claim the respective amounts in
accordance with the original Conditions and undertake to provide such written
confirmations or other evidence to the same effect, including that the
respective payment obligations under the Notes have been properly discharged
in full, as may be requested by LUKOIL, the Issuer, the Principal Paying
Agent, the Registrar, Clearing Systems or the nominee of and the common
depositary for the Clearing Systems;

5.   to irrevocably and unconditionally waive any and all rights with
respect to any default or breach that could arise as a result of the Issuer's
and/or LUKOIL's actions pursuant to the Condition 7(e) (as amended), resulting
from third party's omission, or action;

6.   discharge, exonerate and indemnify the Principal Paying Agent, the
Registrar and the New Trustee from all liability for which it may have become
or may become liable under the Trust Deed or the Notes in respect of any act
or omission, including, without limitation, in connection with this
Extraordinary Resolution or its implementation, and any act or omission taken
in connection with this Extraordinary Resolution;

7.   acknowledge and agree that nothing contained herein shall impair the
rights of the New Trustee to seek reimbursement of or indemnification against
all losses, liabilities, damages, costs, charges and expenses incurred by the
New Trustee which are available to the New Trustee under the terms of the
Trust Deed;

8.   assent, approve and acknowledge that the Principal Paying Agent, the
Registrar and the New Trustee are hereby authorised and instructed not to
obtain any legal opinions in connection with this Extraordinary Resolution,
and that neither of them will be liable to any Noteholder for the failure to
do so or for any consequences from following this instruction;

9.   waive any actual or potential breaches of the Trust Deed and the
Conditions of the Notes and any deficiencies that might formally occur as a
result of this Extraordinary Resolution being adopted on the basis of the
procedures set out in the Memorandum and ratify any and all such breaches
and/or deficiencies and instruct the New Trustee to waive the same and treat
this Extraordinary Resolution as a valid one despite any such breaches or
deficiencies having occurred;

10. irrevocably waive any claim that the Noteholders may have against the
Principal Paying Agent, the Registrar and the New Trustee arising as a result
of any loss or damage which it may suffer or incur as a result of the any of
them acting upon this Extraordinary Resolution (including but not limited to
circumstances where it is subsequently found that there is a defect in the
passing of this resolution or that this resolution is not valid or binding on
the Noteholders) and further confirm that the Noteholders will not seek to
hold any of them liable for any such loss or damage; and

11. agree that this Extraordinary Resolution of the Noteholders shall be
binding on all Noteholders.

A copy of the Trust Deed (including the Conditions of the Notes) referred to
herein will be available on the Consent Solicitation Website.

LUKOIL hereby requests the Noteholders to acknowledge, confirm and agree that:

1.   each of the Noteholders shall promptly, and in any event within 3
business days in the Russian Federation from the relevant request from LUKOIL,
or another company which may be engaged by LUKOIL, or financial intermediary
or other paying agent as may also be engaged by LUKOIL at its sole discretion
(the "Payors", and any of them, a "Payor"), furnish to the respective Payor
all such documents relating to the acquisition and ownership of the Notes
which the respective Noteholder holds and such other documents and
information, including in relation to withholding tax and KYC, in each case as
may be reasonably requested by such Payor;

2.   the terms of this Extraordinary Resolution have been formulated neither
by the Original Trustee nor the New Trustee who express no view on them, and
nothing in this Extraordinary Resolution or otherwise should be construed as a
recommendation to the Noteholders from the Original Trustee and/or the New
Trustee to either approve or reject this Extraordinary Resolution;

3.   neither the Original Trustee nor the New Trustee have been involved in
the formulation of this Extraordinary Resolution and, in accordance with
normal practice, they express no opinion on the merits (or otherwise) of this
Extraordinary Resolution (which they were not involved in negotiating);

4.   neither the Original Trustee nor the New Trustee are responsible for
the accuracy, completeness, validity or correctness of the statements made and
documents referred to in this Extraordinary Resolution or any omissions from
this Extraordinary Resolution;

5.   the Noteholders have consulted their own independent legal and/or
financial advisers and conducted such due diligence as they consider necessary
or appropriate for the purposes of considering this Extraordinary Resolution;

6.   the Noteholders have formed their own view in relation to the actions
arising out of this Extraordinary Resolution without any reliance on the
Original Trustee, the New Trustee or their advisers;

7.   neither the Original Trustee nor the New Trustee have given (directly
or indirectly through any other person) any assurance, guarantee, or
representation whatsoever as to the expected or projected success,
profitability, return, performance, result, effect, consequence or benefit
(including legal, regulatory, tax, financial, accounting or otherwise) of this
Extraordinary Resolution; and

8.   the Noteholders are sophisticated investors familiar with transactions
similar to their investment in the Notes and persons submitting Voting
Instructions are acting for their own account or on account of Noteholders
eligible to submit such Voting Instructions, and have made their own
independent decisions in respect of the passing of this Extraordinary
Resolution and have delivered the resolution with full understanding of all
the terms, conditions and risks associated with or that exist or may exist now
or in the future in connection with this Extraordinary Resolution and they
confirm that they are capable of assuming and are willing to assume
(financially or otherwise) those risks.

Terms not otherwise defined in this Extraordinary Resolution shall have the
meaning ascribed thereto in the Consent Solicitation Memorandum dated 5
September 2022.

This Extraordinary Resolution and any non-contractual obligations arising out
of or in connection with it are governed by, and shall be construed in
accordance with, English law.

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