Tender Offer/Consent Solicitation
March 01 2010 - 10:26AM
UK Regulatory
TIDM53HZ
RNS Number : 8811H
Kazanorgsintez S.A.
01 March 2010
KAZANORGSINTEZ S.A. ANNOUNCES AN INVITATION FOR OFFERS TO SELL NOTES AND
SOLICITATION OF CONSENTS IN RELATION TO NOTES
NOT FOR DISTRIBUTION TO ANY UNITED STATES OR ITALIAN PERSON OR TO ANY PERSON
RESIDENT AND/OR LOCATED IN THE UNITED STATES OR THE REPUBLIC OF ITALY
Luxembourg - 1 March 2010
Kazanorgsintez S.A. (the "Issuer") hereby announces that it is inviting holders
of its outstanding U.S.$200,000,000 9.25 per cent. Loan Participation Notes due
2011 (the "Notes") (ISIN: XS0271050501 and Common Code: 027105050) issued for
the sole purpose of financing a loan to Kazan Open Joint Stock Company
"Organichesky sintez" ("KOS") (the "Noteholders") to offer to sell for cash any
or all of the Notes held by them and to vote in favour of the Extraordinary
Resolutions described below (the "Invitation").
The Invitation is made on the terms and subject to the conditions contained in
the tender and consent memorandum dated 1 March 2010 (the "Tender and Consent
Memorandum"). Capitalised terms used but not defined in this announcement have
the meanings ascribed to them in the Tender and Consent Memorandum.
In conjunction with the Invitation, two Meetings of Noteholders have been
convened to consider and, if thought fit, pass Extraordinary Resolutions which,
subject to certain conditions set out therein, will, inter alia, provide for (a)
a change to the maturity date of the Notes and the repayment date under the Loan
from 30 October 2011 to the date falling five years from the Settlement Date;
(b) a change to the Rate of Interest on the Notes and the Loan from 9.25 per
cent. per annum to 10.00 per cent. per annum (with such increased Rate of
Interest commencing on the Settlement Date); (c) the removal of certain
covenants from the Loan Agreement; (d) a waiver of any Event of Default under
the Loan Agreement which has occurred prior to the date of the Second
Extraordinary Resolution; and (e) certain amendments to the Loan and the Notes
to allow for the Loan to be prepaid in order to enable the Issuer to purchase
Notes pursuant to the Tender.
+------------------+------------------+---------------+--------------+
| Description | Outstanding | ISIN/Common | Purchase |
| of the Notes | Principal | Code | Price per |
| | Amount | | U.S.$1,000 |
| | | | principal |
| | | | amount |
+------------------+------------------+---------------+--------------+
|U.S.$200,000,000 |U.S.$200,000,000 |XS0271050501/ | U.S.$900 |
| 9.25 per cent. | | 027105050 | |
| Loan | | | |
| Participation | | | |
| Notes due 2011 | | | |
+------------------+------------------+---------------+--------------+
Tender - Purchase Price
Noteholders whose offers to sell are accepted by the Issuer will receive,
subject to the terms and conditions of the Tender and Consent Memorandum, if
such Notes were validly tendered and not withdrawn at or prior to the
Instruction Deadline, U.S.$900 per U.S.$1,000 principal amount (the "Purchase
Price") plus accrued and unpaid interest on the Notes from (and including) the
last interest payment date prior to the Settlement Date to (but excluding) the
Settlement Date.
The Invitation is conditional upon the passing of the Extraordinary Resolutions.
The Issuer, acting jointly with KOS, expressly reserves the right to re-open,
extend, decline and/or amend the Invitation (including, but not limited to, any
amendment of the Purchase Price).
Meetings of Noteholders
The form of the Notice of Meetings and the form of the Extraordinary Resolutions
are set out in the Tender and Consent Memorandum.
The Meetings of Noteholders will be held at the offices of Linklaters LLP, One
Silk Street, London EC2Y 8HQ, United Kingdom, on 16 March 2010. The First
Meeting will take place at 3.30 p.m., London time. The Second Meeting will take
place at 4.00 p.m., London time.
The submission by a Noteholder of a valid Tender Instruction or a valid Consent
Instruction will automatically appoint the Tender and Tabulation Agent (or its
nominee nominated by the Tender and Tabulation Agent) as its proxy to attend
each of the Meetings and vote in favour of each of the Extraordinary
Resolutions.
Participating in the Invitation
To offer to sell Notes pursuant to the Invitation a Noteholder should deliver,
or arrange to have delivered on its behalf, through the relevant Clearing System
and in accordance with the requirements of such Clearing System, a valid Tender
Instruction that is received by the Tender and Tabulation Agent prior to the
Instruction Deadline.
Noteholders who do not wish to make an offer to sell their Notes should deliver,
or arrange to have delivered on their behalf, through the relevant Clearing
System and in accordance with the requirements of such Clearing System, a valid
Consent Instruction in respect of all or some only of such Notes that is
received by the Tender and Tabulation Agent prior to the Instruction Deadline.
Noteholders are advised to check with any broker, dealer, bank, custodian, trust
company or other nominee through which they hold Notes whether such entity must
receive instructions to participate in the Invitation before the deadlines
specified in the timeline below.
Expected Transaction Timeline
+-----------------------+------------------+--------------------+
| Event | Date | Description of |
| | | Event |
+-----------------------+------------------+--------------------+
| Launch Date | 1 March 2010 | Announcement of |
| | | Invitations. |
| | | Notice of Meetings |
| | | given to |
| | | Noteholders |
| | | through the |
| | | Clearing Systems. |
+-----------------------+------------------+--------------------+
| Instruction Deadline | 12 March 2010 | Last date for |
| | 5.00 p.m. (CET) | Noteholders to |
| | (4.00 p.m. | communicate an |
| | (London time)) | offer to sell |
| | | their Notes and/or |
| | | a vote in favour |
| | | of the |
| | | Extraordinary |
| | | Resolutions by |
| | | submitting a |
| | | Tender Instruction |
| | | or Consent |
| | | Instruction, as |
| | | the case may be, |
| | | subject to the |
| | | rights of the |
| | | Issuer, acting |
| | | jointly with KOS, |
| | | to re-open, |
| | | extend, decline |
| | | and/or amend the |
| | | Invitations |
| | | pursuant to |
| | | paragraphs 2, 4 |
| | | and 5 of the |
| | | "Terms of the |
| | | Invitations" |
| | | section of the |
| | | Tender and Consent |
| | | Memorandum. |
+-----------------------+------------------+--------------------+
| | | Last date to |
| | | appoint the Tender |
| | | and Tabulation |
| | | Agent (or its |
| | | nominee) as a |
| | | Noteholder's proxy |
| | | to attend each |
| | | Meeting and vote |
| | | in favour of the |
| | | Extraordinary |
| | | Resolutions or to |
| | | appoint another |
| | | proxy to attend |
| | | and vote at each |
| | | Meeting in |
| | | accordance with |
| | | the provisions of |
| | | the Trust Deed and |
| | | the Notice of |
| | | Meetings. |
| | | Deadline for |
| | | eligibility for |
| | | payment of |
| | | Purchase Price. |
+-----------------------+------------------+--------------------+
| First Meeting | 16 March 2010 | Meeting of |
| | 4.30 p.m. (CET) | Noteholders to |
| | (3.30 p.m. | consider and, if |
| | (London time)) | thought fit, pass |
| | | the First |
| | | Extraordinary |
| | | Resolution. |
+-----------------------+------------------+--------------------+
| Second Meeting | 16 March 2010 | Meeting of |
| | 5.00 p.m. (CET) | Noteholders to |
| | (4.00 p.m. | consider and, if |
| | (London time)) | thought fit, pass |
| | | the Second |
| | | Extraordinary |
| | | Resolution. |
+-----------------------+------------------+--------------------+
| Announcement of | 16 March 2010 | Announcement of |
| results of the | (or as soon as | results of the |
| Meetings | reasonably | Meetings or notice |
| | practicable | of adjournment of |
| | after the | either Meeting or |
| | Meetings and in | both Meetings, as |
| | any event within | the case may be. |
| | 14 days of such | |
| | results being | |
| | known) | |
+-----------------------+------------------+--------------------+
| Announcement of | 16 March 2010 | Expected |
| acceptance | (or as soon as | announcement of |
| | reasonably | the acceptance of |
| | practicable | Offered Notes for |
| | after 16 March | purchase. |
| | 2010) | Announcement of |
| | | the Settlement |
| | | Date. |
+-----------------------+------------------+--------------------+
| Settlement Date | Expected to be | The Offered Notes |
| | no later than | are delivered to |
| | the fifth | the Issuer or its |
| | Business Day | nominee. |
| | following the | The Issuer pays |
| | announcement of | the Purchase |
| | the acceptance | Price. |
| | of Offered Notes | |
| | for purchase | |
+-----------------------+------------------+--------------------+
For further information:
A complete description of the terms and conditions of the Invitation is set out
in the Tender and Consent Memorandum. Further details about the transaction can
be obtained from:
The Dealer Manager:
ING Bank N.V., London Branch
60 London Wall
London EC2M 5TQ
United
Kingdom
Attn: Global Debt Syndicate
E-mail: debt.syndicate@uk.ing.com
Questions and requests for assistance in relation to the submission of Tender
Instructions or Consent Instructions may be directed to:
The Tender and Tabulation Agent:
The Bank of New York Mellon
One Canada Square
London E14 5AL
United Kingdom
Tel: +44 (0) 20 7964 4958
E-mail:
eventsadmin@bnymellon.com
A copy of the Tender and Consent Memorandum is available to eligible persons
upon request from the Tender and Tabulation Agent.
The Dealer Manager takes no responsibility for the contents of this announcement
and none of the Issuer, KOS, the Dealer Manager, the Tender and Tabulation
Agent, the Principal Paying Agent, the Trustee or any of their respective
directors, employees or affiliates makes any representation or recommendation
whatsoever regarding the Invitation, or any recommendation as to whether
Noteholders should tender Notes in the Invitation. This announcement must be
read in conjunction with the Tender and Consent Memorandum. No invitation to
acquire any Notes is being made pursuant to this notice. Any such invitation is
only being made in the Tender and Consent Memorandum and any such acquisition or
acceptance of offers to sell should be made solely on the basis of information
contained in the Tender and Consent Memorandum. This announcement and the Tender
and Consent Memorandum contain important information, which should be read
carefully before any decision is made with respect to the Invitation. If any
Noteholder is in any doubt as to the action it should take, it is recommended to
seek its own advice, including as to any tax consequences, from its stockbroker,
bank manager, solicitor, accountant or other independent adviser.
Jurisdictional Restrictions
The Tender and Consent Memorandum does not constitute an offer to purchase
Notes. The Tender and Consent Memorandum does not constitute a solicitation of
an offer to sell Notes in any jurisdiction in which such solicitation or offer
is unlawful, and offers to sell will not be accepted from Noteholders located or
resident in any jurisdiction in which such solicitation or offer is unlawful. In
those jurisdictions where the securities or other laws require the Invitation to
be made by a licensed broker or dealer, any actions in connection with the
Invitation shall be deemed to be made on behalf of the Issuer and KOS by the
Dealer Manager or one or more registered brokers or dealers affiliated with the
Dealer Manager may be licensed under the laws of such jurisdiction and the
Invitation is not being made in any such jurisdiction where the Dealer Manager
or one of their affiliates is not so licensed.
The distribution of the Tender and Consent Memorandum in certain jurisdictions
is restricted by law. Persons into whose possession the Tender and Consent
Memorandum comes are required by the Issuer, KOS, the Dealer Manager, the Tender
and Tabulation Agent and the Trustee to inform themselves about, and to observe,
any such restrictions.
Noteholders with any questions on the Invitation or the Proposals should contact
the Dealer Manager for further information.
United States
The Tender Invitation 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 (including, without limitation, facsimile transmission, telex,
telephone, email and other forms of electronic transmission) of interstate or
foreign commerce of, or any facility of a national securities exchange of, the
United States and the Notes may not be tendered in the Tender Invitation by any
such use, means, instrumentality or facility from or within the United States or
by persons located or resident in the United States. Accordingly, copies of the
Tender and Consent Memorandum and any other documents or materials relating to
the Tender Invitation are not being, and must not be, directly or indirectly,
mailed or otherwise transmitted, distributed or forwarded in or into the United
States or to persons located or resident in the United States. Any purported
tender of Notes in the Tender Invitation resulting directly or indirectly from a
violation of these restrictions will be invalid and tenders of Notes made by 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 located or
resident in the United States will not be accepted. For the purposes of this
paragraph, United States means the United States of America, its territories and
possessions, any state of the United States of America and the District of
Columbia.
Italy
The Tender Invitation is not being made in the Republic of Italy. The Tender
Invitation and the Tender and Consent Memorandum have not been submitted to the
clearance procedure of the Commissione Nazionale per le Società e la Borsa
(CONSOB) pursuant to Italian laws and regulations. Accordingly, the Invitations
are not made or made available to Noteholders who are Italian residents and/or
persons located in the Republic of Italy. Neither this Tender and Consent
Memorandum nor any other solicitation material relating to the Invitations or
the Notes may be distributed or made available in the Republic of Italy.
Russian Federation
The Notes will not be advertised, offered, transferred or sold as part of the
Tender Invitation or at any time thereafter to or for the benefit of any persons
(including legal entities) resident, incorporated, established or having their
usual residence in the Russian Federation or to any person located within the
territory of the Russian Federation unless and to the extent otherwise permitted
under Russian Law.
United Kingdom
The communication of this announcement and the Tender and Consent Memorandum or
any other documents or materials relating to the Invitations 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. 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. Rather,
the communication of the Tender and Consent Memorandum as a financial promotion
is only being made by the Issuer or the Dealer Manager to, and is directed only
at: (a) persons outside the United Kingdom; (b) those persons falling within the
definition of Investment Professionals (contained in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order")), or other persons to whom it may lawfully be communicated in
accordance with the Order; or (c) any person to whom it may otherwise lawfully
be made (such persons together being "relevant persons").
France
The Tender Invitation is not being made, directly or indirectly, to the public
in the Republic of France. Neither this announcement, the Tender and Consent
Memorandum nor any other documents or materials relating to the Tender
Invitation have been or will be distributed to the public in France and only (i)
providers of investment services relating to portfolio management for the
account of third parties and/or (ii) qualified investors (investisseurs
qualifiés) other than individuals, all as defined in, and in accordance with,
Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier,
are eligible to participate in the Tender Invitation. This announcement and the
Tender and Consent Memorandum have not been and will not be submitted to nor
approved by the Autorité des Marchés Financiers.
This information is provided by RNS
The company news service from the London Stock Exchange
END
TENKKDDBABKDQNK
Santander 24 (LSE:53HZ)
Historical Stock Chart
From May 2024 to Jun 2024
Santander 24 (LSE:53HZ)
Historical Stock Chart
From Jun 2023 to Jun 2024
