TIDM66ZX
RNS Number : 5696Z
JSC NC KazMunaIGas
24 May 2021
THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU
SHOULD CONSULT YOUR OWN STOCKBROKER, BANK MANAGER, SOLICITOR,
ACCOUNTANT OR OTHER APPROPRIATELY AUTHORISED INDEPENT FINANCIAL
ADVISER IMMEDIATELY.
JSC NC "KAZMUNAYGAS" ("KMG" or the "Issuer")
KAZMUNAIGAZ FINANCE SUB B.V. ("KMG Finance")
NOTICE OF MEETING
of the holders of those of the Issuer's outstanding
U.S.$1,500,000,000 6.375% Notes due 2048 issued by the Issuer
(Regulation S Global Note ISIN: XS1807299331, Common Code:
180729933; Rule 144A Global Note ISIN: US48667QAS49, Common Code:
180730494, CUSIP: 48667QAS4) (the "Notes")
issued under KMG's and KMG Finance's U.S.$10,500,000,000 Global
Medium Term Note Programme
NOTICE IS HEREBY GIVEN that, pursuant to the provisions of
Schedule 4 (Provisions for Meetings of Noteholders) to the Trust
Deed (as defined herein) in relation to the Notes made between the
Issuer, KMG Finance and the Trustee, as trustee for the holders of
the Notes (the "Noteholders"), a meeting of the Noteholders (the
"Meeting") will be held on 16 June 2021 by teleconference, at 11:00
a.m. (London time) (or such later time as the immediately preceding
meeting in respect of the Proposal shall have completed) for the
purpose of considering and, if thought fit, passing the following
resolutions which will be proposed as an Extraordinary Resolution
in accordance with the provisions of the Trust Deed. A Noteholder
may do any one (but not more than one) of the following:
(I) vote in favour of the Extraordinary Resolution (including
all of the separate resolutions set out therein) by voting or
communicating Voting Instructions by the Early Consent Deadline in
favour of the Extraordinary Resolution and be eligible to receive
the Early Consent Fee subject as set out in the section "Early
Consent Fee" in the Extraordinary Resolution;
(II) vote in favour of the Extraordinary Resolution (including
all of the separate resolutions set out therein) by voting or
communicating Voting Instructions after the Early Consent Deadline
and by 11:00 a.m. (London time) on 14 June 2021 (the "Voting
Deadline") in favour of the Extraordinary Resolution (in such case,
the Noteholder will not be eligible to receive the Early Consent
Fee);
(III) vote against the Extraordinary Resolution (including all
of the separate resolutions set out therein) by voting, or
communicating Voting Instructions by the Voting Deadline, against
the Extraordinary Resolution (in such case, the Noteholder will not
be eligible to receive the Early Consent Fee);
(IV) attend and vote in favour of or against the Extraordinary
Resolution (including all of the separate resolutions set out
therein) at the Meeting in person in accordance with the procedures
set out in this Notice of Meeting, provided that those Noteholders
who wish to attend and vote at the Meeting in person will not be
eligible to receive the Early Consent Fee; or
(V) take no action in respect of the Extraordinary Resolution.
Unless the context otherwise requires, capitalised terms used in
this Notice of Meeting shall bear the meanings given to them in the
Memorandum (as defined herein).
In light of the ongoing developments and the UK Government
guidelines in relation to COVID-19, the Issuer believes it to be
inadvisable to hold the Meeting at a physical location. Therefore,
in accordance with the provisions of the Trust Deed further
regulations regarding the holding of the Meeting will be prescribed
providing that the Meeting (and any adjourned Meeting) will be held
via teleconference or other electronic means ("Virtual Meeting").
Accordingly, the Meeting (and any adjourned Meeting) will not be
convened at a physical location. In such circumstances, those
Noteholders who have indicated to the Tabulation Agent as described
below that they wish to attend the Meeting will be provided with
further details about attending the Virtual Meeting.
Attendance at the Virtual Meeting (and any adjourned Meeting)
shall take place over a secure video-conference facility. An
alternative telephone dial-in number shall also be available in
order to access the Meeting (and any adjourned Meeting) should
internet connections fail. Noteholders will attend "virtually" by
dialling into a secure teleconference or video conference. Each
Noteholder shall be deemed to have fully understood and consented
to any process governing the Virtual Meeting and the Trustee shall
not suffer any liability as a result of the Meeting being held
virtually. Noteholders who have submitted and not withdrawn a valid
Voting Instruction will be unaffected and will not be requested to
take any further action.
Each person eligible and wishing to attend the Meeting (the
"participant") shall give notice in writing to the Tabulation Agent
(using the details specified at the back of this Notice of Meeting)
no later than 48 hours before the time fixed for the Meeting. Such
notice shall specify the full name of the participant, the capacity
in which they are attending and (if voting) the principal amount of
Notes they hold or represent and their e-mail contact details. If
the participant will be voting at the Meeting, the notice shall be
accompanied by an electronic copy of a valid identification
document (passport or driving license) and, if applicable,
sufficient evidence of blocking the Notes he or she holds or
represents. The Tabulation Agent before the time fixed for the
Meeting shall notify the chairman of the Meeting of participants
(including their e-mail contact details) who have given notices
pursuant to this paragraph. The chairman (or the teller on the
chairman's behalf) will, not earlier than 2 hours before the time
fixed for the Meeting, send each participant, as notified by the
Tabulation Agent in accordance with the preceding sentence,
instructions on accessing the teleconference using the email
contact details provided.
EXTRAORDINARY RESOLUTION
THAT THIS MEETING (the "Meeting") of the holders (the
"Noteholders") of the U.S.$1,500,000,000 6.375% Notes due 2048 (the
"Notes") issued under KMG's and KMG Finance's U.S.$10,500,000,000
Global Medium Term Note Programme and constituted by an amended and
restated trust deed dated 3 April 2018 (the "Trust Deed") entered
into by KMG Finance, the Issuer and Citicorp Trustee Company
Limited (the "Trustee"), HEREBY:
(1) assents to and approves, authorises and directs and empowers
the Trustee to agree to, amend the terms and conditions of the
Notes (the "Conditions") and the provisions for the meetings of
Noteholders contained in the Trust Deed by way of a supplemental
trust deed which, subject to the terms hereof, will be entered into
between KMG Finance, the Issuer and the Trustee (the "Proposed
Supplemental Trust Deed"), by deleting Schedule 3 (Terms and
Conditions of the Notes) in its entirety and replacing it with
Schedule 1 (Terms and Conditions of the Notes) to the Proposed
Supplemental Trust Deed and amending Schedule 4 (Provisions for
Meetings of Noteholders) to the Trust Deed as set out in the
Proposed Supplemental Trust Deed.
The Proposed Supplemental Trust Deed shall be substantially in
the form of the draft submitted to the Meeting and, subject to the
passing of the 2025 Extraordinary Resolution, the 2027
Extraordinary Resolution, the 2030 Extraordinary Resolution and the
2047 Extraordinary Resolution (each as defined below) as well as
the Extraordinary Resolution (unless such condition is waived by
the Issuer at its sole discretion) and the terms hereof, will be
entered into on the Effective Date;
(2) authorises, directs and empowers the Trustee to agree all
other such modifications to the Conditions, the Trust Deed and the
agency agreement in respect of the Notes as are necessary and/or
expedient to effect the consents, amendments and modifications set
out in paragraph (1) of this Extraordinary Resolution;
(3) authorises the Trustee to concur in and execute all such
deeds, instruments, acts and things that may be necessary,
appropriate or desirable in the opinion of the Trustee to carry out
and give effect to this Extraordinary Resolution and the
implementation of the consents, amendments and modifications
referred to in paragraphs (1) and (2) of this Extraordinary
Resolution;
(4) assents to and approves, authorises, directs and empowers
the Trustee to agree to the consents, amendments and modifications
referred to in paragraphs (1) and (2) of this Extraordinary
Resolution and, in order to give effect to them, to execute and
deliver the Proposed Supplemental Trust Deed to effect the
consents, amendments and modifications referred to in paragraphs
(1) and (2) of this Extraordinary Resolution in the form of the
draft produced to this Meeting and for the purpose of
identification signed by the chairman thereof, with such amendments
(if any) thereto as the Trustee shall require or agree to and
concur in, and to execute and do, all such other deeds,
instruments, acts and things as may be necessary to carry out and
give effect to this Extraordinary Resolution;
(5) discharges, holds harmless and exonerates KMG, KMG Finance,
the Trustee, the Principal Paying Agent, the Tabulation Agent and
the holder of the Notes from all liability for which it or they 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 their
implementation, the consents, amendments and modifications referred
to in paragraphs (1) and (2), and, in the case of the Trustee, any
act or omission taken in connection with paragraphs (3), (4) or
(5), of this Extraordinary Resolution or the implementation of
those consents, amendments and modifications;
(6) waives any claim that any Noteholder may have against the
Trustee arising as a result of any losses, liabilities, damages,
costs, fees, charges and expenses (including legal fees and taxes)
(together "Losses") which any Noteholder may suffer or incur as a
result of the Trustee acting upon this Extraordinary Resolution
(including but not limited to circumstances where it is
subsequently found that this Extraordinary Resolution is not valid
or binding on the Noteholders), and further confirms that the
Noteholders will not seek to hold the Trustee liable for any such
Losses;
(7) approves, sanctions and assents to every abrogation,
amendment, modification, compromise or arrangement in respect of
the rights of the Noteholders against the Issuer whether such
rights shall arise under the Trust Deed or otherwise involved in or
resulting from the consents, amendments and modifications referred
to in paragraphs (1) and (2) of this Extraordinary Resolution;
(8) acknowledges and agrees that, unless such condition is
waived by the Issuer at its sole discretion, if any of the 2025
Extraordinary Resolution, the 2027 Extraordinary Resolution, the
2030 Extraordinary Resolution or the 2047 Extraordinary Resolution
(each as defined in the Memorandum (as defined below)) shall not
have been passed at meetings of the relevant noteholders, or, as
the case may be, at any adjourned such meetings, then this
Extraordinary Resolution shall not be adopted, even if it has been
duly passed at the Meeting or any adjourned such Meeting;
(9) resolves that the Trustee shall not be responsible for
acting upon this Extraordinary Resolution even though it may be
subsequently found that there is a defect in the passing of this
Extraordinary Resolution or that for any reason this Extraordinary
Resolution is not valid or binding;
(10) agrees and undertakes to indemnify and hold harmless the
Trustee from and against all losses, liabilities, costs, charges
and expenses which may be suffered or incurred by it as a result of
any claims (whether or not successful, compromised or settled),
actions, demands or proceedings brought against the Trustee and
against all losses, costs, charges or expenses (including legal
fees and taxes) which the Trustee may suffer or incur which may in
any case arise as a result of the Trustee acting in accordance with
this Extraordinary Resolution; and
(11) acknowledges and declares that unless the context otherwise
requires, capitalised terms used in this Extraordinary Resolution
shall bear the meanings given to them in the Trust Deed and the
consent solicitation memorandum relating to the Notes dated 24 May
2021 (the "Memorandum").
Each Noteholder confirms and agrees that:
1. ....... the terms of this Extraordinary Resolution have not
been formulated or negotiated by the Trustee and nothing in this
Notice of Meeting should be construed as a recommendation to
Noteholders from the Trustee to vote in favour of, against, or
abstain from voting in respect of this Extraordinary Resolution.
The Trustee has not been involved in the formulation of this
Extraordinary Resolution and, in accordance with normal practice,
expresses no opinion on the merits of this Extraordinary
Resolution. Nothing in this Extraordinary Resolution should be
construed as a recommendation to the Noteholders from the Trustee
to either approve or reject this Extraordinary Resolution.
Noteholders should take their own independent legal and financial
advice on the merits and on the consequences of voting in favour of
this Extraordinary Resolution, including any tax consequences;
2. ....... the Trustee is not 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. Each Noteholder has
consulted its own legal and financial advisers in connection with
the matters referred to in this Extraordinary Resolution;
3. ....... it has consulted its own independent legal and/or
financial advisers and conducted such due diligence as it considers
necessary or appropriate for the purposes of considering this
Extraordinary Resolution and the transactions contemplated
hereby;
4. ....... it has formed its own view in relation to the actions
arising out of this Extraordinary Resolution without any reliance
on the Trustee or any of its advisers;
5. ....... the Trustee has not 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/or the
transactions contemplated hereby; and
6. ....... it is a sophisticated investor familiar with
transactions similar to its investment in the Notes and made its
own independent decision in respect of passing this Extraordinary
Resolution and pass this Extraordinary Resolution with a 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 the transactions
contemplated hereby and it confirms that it is capable of assuming
and is willing to assume (financially or otherwise) those
risks.
Early Consent Fee
Subject to the following paragraph, the Early Consent Fee, as
applicable, will be paid to each Noteholder from whom valid Voting
Instructions in favour of the Proposal are received by the
Tabulation Agent (and not revoked) as more fully described in the
Memorandum.
Unless such condition is waived by the Issuer at its sole
discretion, if any of the 2025 Extraordinary Resolution, the 2027
Extraordinary Resolution, the 2030 Extraordinary Resolution or the
2047 Extraordinary Resolution shall not have been passed at
meetings of the relevant noteholders, or, as the case may be, at
any adjourned such meetings, no Early Consent Fee shall be payable
to any Noteholder of the Notes, notwithstanding that the
Extraordinary Resolution has been duly passed at the Meeting or any
adjourned such Meeting.
Documents Available for Inspection
Noteholders may, at any time during normal business hours on any
weekday (Saturdays, Sundays and bank and other public holidays
excepted) prior to the Meeting, inspect copies of the documents set
out below at the specified office of the Tabulation Agent and the
Solicitation Agents:
-- the Trust Deed;
-- the Memorandum;
-- the annual audited consolidated financial statements of the
Issuer as at and for the year ended 31 December 2020 and the
interim unaudited consolidated financial statements of the Issuer
as at and for the three months ended 31 March 2021 (collectively,
the "Financial Statements");
-- the final draft Proposed Supplemental Trust Deed; and
-- this Notice of Meeting.
The Financial Statements are available in electronic form at the
following website
https://www.kmg.kz/eng/investoram/reporting-and-financial-result
General
THE TRUSTEE HAS NOT BEEN INVOLVED IN THE FORMULATION OF THE
EXTRAORDINARY RESOLUTION AND THE TRUSTEE EXPRESSES NO OPINION ON
THE MERITS OF THE EXTRAORDINARY RESOLUTION OR ON WHETHER
NOTEHOLDERS WOULD BE ACTING IN THEIR BEST INTERESTS IN APPROVING
THE EXTRAORDINARY RESOLUTION, AND NOTHING IN THIS NOTICE SHOULD BE
CONSTRUED AS A RECOMMATION TO NOTEHOLDERS FROM THE TRUSTEE TO VOTE
IN FAVOUR OF, OR AGAINST, THE EXTRAORDINARY RESOLUTION. NOTEHOLDERS
SHOULD TAKE INDEPENT 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 INDEPENT FINANCIAL, TAX OR LEGAL
ADVISER. THE TRUSTEE HAS NOT REVIEWED, NOR WILL IT BE REVIEWING,
ANY DOCUMENTS RELATING TO THE PROPOSAL. ON THE BASIS OF THE
INFORMATION SET OUT IN THIS NOTICE AND THE MEMORANDUM (EACH OF
WHICH THE TRUSTEE RECOMMS TO NOTEHOLDERS TO READ CAREFULLY), THE
TRUSTEE HAS AUTHORISED IT TO BE STATED THAT THE TRUSTEE HAS NO
OBJECTION TO THE EXTRAORDINARY RESOLUTION BEING PUT TO NOTEHOLDERS
FOR THEIR CONSIDERATION.
The attention of Noteholders is particularly drawn to the quorum
required for the Meeting and for an Adjourned Meeting which is set
out in "Voting and Quorum" below. Having regard to such
requirements, Noteholders are strongly urged either to attend the
Meeting or to take steps to be represented at the Meeting, as
referred to below, as soon as possible.
NOTEHOLDERS SHOULD CONTACT THEIR BROKER, DEALER, COMMERCIAL
BANK, CUSTODIAN, TRUST COMPANY OR ACCOUNTHOLDER, AS THE CASE MAY
BE, TO CONFIRM THE DEADLINE FOR SUBMISSION OF THEIR VOTING
INSTRUCTIONS SO THAT SUCH VOTING INSTRUCTIONS MAY BE PROCESSED AND
DELIVERED TO THE TABULATION AGENT IN A TIMELY MANNER AND IN
ACCORDANCE WITH THE RELEVANT DEADLINE. HOLDERS OF NOTES HELD
THROUGH EUROCLEAR OR CLEARSTREAM, LUXEMBOURG WHO WISH TO VOTE BY
WAY OF ELECTRONIC VOTING INSTRUCTIONS MUST PROVIDE THEIR ELECTRONIC
VOTING INSTRUCTIONS BY TRANSMITTING THEM OR PROCURING THEIR
TRANSMISSION TO THE RELEVANT CLEARING SYSTEM. HOLDERS OF NOTES HELD
THROUGH DTC WILL NEED TO ENSURE THEY HAVE PROCURED THAT THE
RELEVANT DTC PARTICIPANT HAS SUBMITTED ITS ORIGINAL FORM OF
SUB--PROXY TO THE TABULATION AGENT ON OR PRIOR TO THE VOTING
DEADLINE.
Direct Participants in Euroclear or Clearstream, Luxembourg by
submission of Electronic Voting Instructions authorise such
Clearing System to disclose their identity to KMG, KMG Finance,
J.P. Morgan AG ("JPM AG"), J.P. Morgan Securities plc ("JPM") and
UBS AG London Branch ("UBS" and, together with JPM AG and JPM, the
"Solicitation Agents" and, each a "Solicitation Agent"), the
Principal Paying Agent, the Tabulation Agent and the Trustee.
Only Direct Participants may submit or deliver Voting
Instructions. Noteholders whose Notes are held on their behalf by a
broker, dealer, commercial bank, custodian, trust company or
accountholder, or other intermediary or nominee must contact and
request such broker, dealer, commercial bank, custodian, trust
company or accountholder, or other intermediary or nominee to
effect the relevant Voting Instructions on their behalf
sufficiently in advance of the Early Consent Deadline and in any
event not later than the Voting Deadline in order for such Voting
Instructions to be delivered in accordance with any deadlines as
described in the Memorandum.
If Voting Instructions are not received from or on behalf of a
Noteholder in accordance with the voting instructions set out
herein (and such Noteholder does not otherwise make arrangements to
vote at the Meeting or to attend in person by appointing a proxy
also in advance of the Voting Deadline), such Noteholder will be
deemed to have declined to vote in respect of the Extraordinary
Resolution.
None of KMG, KMG Finance, the Trustee, the Solicitation Agents,
the Principal Paying Agent or the Tabulation Agent expresses any
view as to the merits of the consents, amendments and modifications
referred to in the Extraordinary Resolution but the Trustee has
authorised it to be stated that it has no objection to the
consents, amendments and modifications referred to in the
Extraordinary Resolution being put to Noteholders for their
consideration. None of the Trustee, the Principal Paying Agent, the
Solicitation Agents or the Tabulation Agent has been involved in
negotiating the consents, amendments and modifications referred to
in the Extraordinary Resolution and none of them makes any
representation that all relevant information has been disclosed to
the Noteholders in or pursuant to the Memorandum and this Notice of
Meeting. Noteholders who are unsure of the impact of the consents,
amendments and modifications referred to in the Extraordinary
Resolution should seek their own financial, legal and tax
advice.
KMG and KMG Finance will bear legal, accounting and other
professional fees and expenses associated with the consents,
amendments and modifications referred to in the Extraordinary
Resolution, as more particularly agreed between KMG, KMG Finance
and the Solicitation Agents.
Voting and Quorum
1. The relevant provisions governing the convening and holding
of meetings of Noteholders are set out in Schedule 4 (Provisions
for Meetings of Noteholders) to the Trust Deed, copies of which are
available for inspection as described herein. See "Documents
Available for Inspection" above.
IMPORTANT: The Notes are currently held in the form of a
Regulation S Global Note or Rule 144A Global Note (together, the
"Global Notes"). The Regulation S Global Note is deposited with
Citibank Europe plc as common depositary for, and registered in the
name of Citivic Nominees Limited (the "Registered Holder") as
nominee for, Euroclear Bank SA/NV ("Euroclear") and Clearstream
Banking S.A. ("Clearstream, Luxembourg"). The Rule 144A Global Note
is deposited with Citibank, N.A. as custodian for, and registered
in the name of Cede & Co., as nominee of, The Depository Trust
Company ("DTC" and, together with Euroclear and Clearstream,
Luxembourg, the "Clearing Systems" and each a "Clearing System").
Each person (a "Beneficial Owner") who is the owner of a particular
principal amount of the Notes, as shown in the records of
Euroclear, Clearstream, Luxembourg or their respective account
holders or as shown in the records of DTC or DTC's participants
("Direct Participants"), should note that such person will not be a
Noteholder for the purposes of this Notice of Meeting and will only
be entitled to attend and vote at the Meeting or appoint a proxy or
sub--proxy to do so in accordance with the procedures set out
below. Accordingly, Beneficial Owners should convey their Voting
Instructions, directly or through the Direct Participant through
whom they hold their interest in the Notes On this basis, the only
Noteholder for the purposes of the Notice of Meeting will be the
Registered Holder in the case of the Regulation S Global Notes and
Cede &Co. in the case of the Rule 144A Global Notes.
Only the Registered Holders (in respect of a Regulation S Global
Note) and Direct Participants in DTC (in respect of a Rule 144A
Global Note) who have been appointed proxies by DTC are entitled to
complete a Form of Proxy or sub--proxy, as the case may be. A Form
of Proxy or sub--proxy is not required to be completed by
Beneficial Owners (unless they are also Direct Participants in DTC)
or Direct Participants in Euroclear or Clearstream, Luxembourg who
must instead vote or instruct electronically in accordance with the
procedures of Euroclear or Clearstream, Luxembourg. The forms of
proxy and forms of sub--proxy as the case may be, will be made
available to the Registered Holders and to Direct Participants in
DTC.
2. Notes held through Euroclear or Clearstream, Luxembourg
(1) A Registered Holder may by an instrument in the English
language (a "Form of Proxy") in the form available from the
specified offices of the Registrar specified below signed by such
Registered Holder or, in the case of a corporation, executed under
its seal or signed on its behalf by its duly authorised officer and
delivered to the Registrar not less than 48 hours before the time
fixed for the Meeting, appoint any person (a "proxy") to act on his
or its behalf in connection with the Meeting.
(2) A proxy so appointed shall, so long as such appointment
remains in force, be deemed, for all purposes in connection with
the Meeting, to be the holder of the Notes to which such
appointment relates and the Registered Holder shall be deemed for
such purposes not to be the holder.
(3) Beneficial Owners or their Direct Participants who do not
wish to attend and vote at the Meeting (or any Adjourned Meeting)
should contact Euroclear or Clearstream (as applicable) to make
arrangements for the Noteholder to appoint the Tabulation Agent or
one or more of its employees (as it shall determine) as proxy to
cast the votes either for or against relating to the Notes in which
he has an interest at the Meeting.
(4) Alternatively, Beneficial Owners or their Direct
Participants who wish to attend and vote or who wish a different
person to be appointed as their proxy to attend and vote at the
Meeting should contact the relevant Clearing System to make
arrangements for such person to be appointed as a proxy (by the
Registered Holder) in respect of the Notes in which they have an
interest for the purposes of attending and voting at the
Meeting.
(5) In either case, Beneficial Owners or their Direct
Participants must have made arrangements to vote with the relevant
Clearing System by not later than 48 hours before the time fixed
for the Meeting and within the relevant time limit specified by the
relevant Clearing System (who may set a significantly earlier
deadline) and request or make arrangements for the relevant
Clearing System to block the Notes in the relevant Direct
Participant's account and to hold the same to the order or under
the control of the Registrar.
(6) A Direct Participant whose Notes have been blocked will thus
be able to procure that either (i) an electronic voting and
blocking instruction (an "Electronic Voting Instruction") is given
in accordance with the procedures of the relevant Clearing System
to instruct the relevant Clearing System that the vote(s)
attributable to the Notes the subject of such Electronic Voting
Instruction should be cast in a particular way (either in favour of
or against) in relation to the Extraordinary Resolution in respect
of such Notes, which instructions shall require the Registered
Holder to appoint proxies as described above or (ii) it, or a
person nominated by it, be appointed as a proxy in respect of such
Notes to attend and vote at the Meeting. Beneficial Owners and
Direct Participants should take steps to inform themselves of and
to comply with the particular practice and policy of the relevant
Clearing System. Electronic Voting Instructions should clearly
specify whether the Noteholder wishes to vote in favour of, against
or abstain from voting in respect of the Extraordinary
Resolution.
(7) Any Notes so held and blocked in Euroclear or Clearstream,
Luxembourg for either of these purposes will not be released to the
Direct Participant, until the earlier of (a) if the Direct
Participant is not entitled to an Early Consent Fee, the conclusion
of the Meeting (or Adjourned Meeting if the Meeting is adjourned),
(b) if the Direct Participant is entitled to an Early Consent Fee,
the earlier of (i) the payment of the Early Consent Fee or (ii) the
day which is five business days following the passing of the
Extraordinary Resolutions, as the case may be, and (c) upon such
Notes ceasing in accordance with the procedures of Euroclear or
Clearstream, as applicable, to be held to its order or under its
control, provided, however, in the case of (c) above, that if the
Beneficial Owner or Direct Participant has caused a proxy to be
appointed in respect of such Notes, such Notes will not be released
to the relevant Direct Participant unless and until the Issuer has
received notice of the necessary of or amendment to such proxy.
(8) Any Voting Instructions submitted may not be revoked during
the period starting 48 hours before the time fixed for the Meeting
and ending at the conclusion of such Meeting and otherwise as
provided for in the Memorandum.
(9) The holder of a Form of Proxy attending the Meeting in
person must bring with him evidence of his identity (in the form of
a passport or driving licence) and provide his contact details.
(10) Beneficial Owners are advised to check with the bank,
securities broker, Direct Participant, Clearing System or other
intermediary through which they hold their Notes whether such
intermediary applies different deadlines for any of the events
specified.
3. Notes held through DTC
(1) The procedures under this paragraph assume that in
accordance with its usual procedures, DTC will appoint the Direct
Participants in DTC on 7 June 2021 (the "Record Date") as its
proxies under an omnibus proxy (the "Omnibus Proxy") in respect of
the principal amount of each of the Notes and shown on its records
as being held by them on the Record Date (in each case, their
"Recorded Principal Amount").
Direct Participants
(2) Direct Participants may, in respect of their Recorded
Principal Amount, either (i) attend and vote at the Meeting if they
are individuals or (ii) appoint any employee of the Tabulation
Agent (nominated by the Tabulation Agent) as their sub--proxy to
attend and cast their votes at the Meeting in a particular way on
their behalf or (iii) appoint any other person (including
Beneficial Owners of the Notes) as sub--proxies and each, together
with the sub--proxy referred to in sub--paragraph (ii), a
"Sub--Proxy", to attend and vote at the Meeting on their behalf, in
the case of (ii) and (iii) by an instrument in writing in the form
available from the specified office of the Registrar (which form is
also contained in Appendix II of the Memorandum), and signed by
such Direct Participant or, in the case of a corporation, executed
under its common seal or signed on its behalf by an attorney or
duly authorised officer of the corporation which should be
medallion guaranteed as described in the form of sub--proxy and the
Memorandum and then delivered to the Tabulation Agent at the
address set out in the Memorandum, not later than 48 hours before
the time fixed for the Meeting.
Beneficial Owners
(3) A Beneficial Owner who is not a Direct Participant and who
does not wish to attend the Meeting may arrange for the votes
relating to the Notes of which he is a Beneficial Owner and which
are currently represented by a Rule l44A Global Note to be cast at
the Meeting by requesting the Direct Participant through whom he
holds his Notes to issue a form of sub--proxy, as described in
paragraph (2) above, to a third person to attend and vote at the
Meeting in accordance with the Beneficial Owner's instructions,
provided that the Notes in respect of which the form of sub--proxy
is to be given are Notes in respect of which the Direct Participant
was appointed as a proxy under the Omnibus Proxy on the Record
Date. Such person must produce the form of sub--proxy to the
Meeting.
(4) A Beneficial Owner who is (a) not a Direct Participant and
who wishes to attend and vote at the Meeting in person or (b) the
representative of a Direct Participant who is not an individual but
who wishes its representative to attend and vote at the Meeting in
person must produce a form to the Meeting of sub--proxy issued by
the Direct Participant through whom he holds Notes appointing him
as a Sub--Proxy, provided that the Notes in respect of which the
sub--proxy is to be given are Notes in respect of which the Direct
Participant was appointed as a proxy under the Omnibus Proxy on the
Record Date.
(5) Beneficial Owners should contact the Direct Participant
through whom they hold their Notes in sufficient time to enable
votes to be cast on their behalf and Sub--Proxies to be
appointed.
Direct Participants or Beneficial Owners should direct any
questions regarding appointing proxies or the voting procedures to
the Tabulation Agent.
Forms of sub--proxy
(6) Sub--proxies may be appointed using the form of sub--proxy
available from the Registrar at its offices specified below. Duly
completed forms of sub--proxy must be delivered to and received by
the Tabulation Agent at least 48 hours before the time fixed for
the Meeting and may not be revoked thereafter.
(7) The Registrar has agreed that employees of the Tabulation
Agent (to be identified by them) may be appointed as Sub--Proxies
for the purposes of attending and voting at the Meeting.
(8) In respect of the Notes currently represented by the Rule
144A Global Note, only those Direct Participants shown in DTC's
records on the Record Date as holding the Recorded Principal Amount
will be entitled to vote on the Extraordinary Resolution or appoint
Sub-Proxies to do so and shall remain so entitled notwithstanding
any transfer of such holders of Notes after the Record Date,
provided that votes submitted by any one Direct Participant and any
Sub--Proxies appointed by it shall not exceed the holding of such
Direct Participant as evidenced by the Omnibus Proxy issued as of
such Record Date. In the event that such votes do exceed the
holding of such Direct Participant (alone or when aggregated with
any Sub--Proxy previously issued by the Direct Participant and not
validly withdrawn), any Sub-Proxy appointed by it which exceeds
such holding shall be invalid and any Early Consent Fee which may
otherwise have been payable will not be paid. Transferees of the
Notes after the Record Date will not be entitled to vote on the
Extraordinary Resolution. Only a Beneficial Owner who procures that
its Direct Participant appoints the Tabulation Agent (or one of
more of its employees nominated by it) as Sub--Proxy will be
entitled to an Early Consent Fee.
4. Quorum requirements
The quorum required at each Meeting shall be one or more Voters
(as defined in Schedule 4 (Provisions for Meetings of Noteholders)
of the Trust Deed) representing or holding not less than 66(2/3) of
the aggregate principal amount of the outstanding Notes.
If within 15 minutes after the time fixed for the Meeting, a
quorum is not present, the Meeting (unless the Issuer and the
Trustee otherwise agree) shall be adjourned for such period, being
not less than 14 days nor more than 42 days, and to such place as
the chairman determines. If a quorum is not present within 15
minutes from the time fixed for a meeting so adjourned, the meeting
shall be dissolved. Notice of any Adjourned Meeting shall be given
in the same manner as notice of the original Meeting, save that ten
days' notice, shall be sufficient and such notice shall contain the
quorum requirements which will apply when the Meeting resumes.
5. At any Adjourned Meeting, the quorum shall be one or more
Voters (as defined in Schedule 4 (Provisions for Meetings of
Noteholders) of the Trust Deed) representing or holding not less
than 33(1/3) of the aggregate principal amount of the outstanding
Notes.
6. To be passed in relation to the Notes, the Extraordinary
Resolution must be passed at the Meeting duly convened and held in
accordance with the provisions of Schedule 4 (Provisions for
Meetings of Noteholders) of the Trust Deed by a majority of not
less than 66(2/3) per cent. of the votes cast.
7. Pursuant to the provisions of Schedule 4 (Provisions for
Meetings of Noteholders) of the Trust Deed, each question submitted
to the Meeting shall be decided by a show of hands, unless a poll
is (before, or on the declaration of the result of, the show of
hands) demanded by the chairman, the Issuer, the Trustee or one or
more persons representing two per cent. of the principal amount
outstanding of the Notes.
8. Unless a poll is validly demanded before or at the time that
the result is declared, the chairman's declaration that on a show
of hands the Extraordinary Resolution has or has not been passed
shall be conclusive evidence of the fact, without proof of the
number or proportion of votes cast for, or against, the
Extraordinary Resolution.
9. If a poll is demanded, it shall be taken in such manner and
either at once or after such adjournment as the chairman directs,
provided that a poll demanded on the election of a chairman or on a
question of adjournment shall be taken at once.
10. On a show of hands every Voter shall have one vote. On a
poll every such person shall have one vote in respect of each full
U.S.$1,000 in aggregate nominal amount of the outstanding Notes
represented or held by him. Without prejudice to the obligations of
the proxies, a person entitled to more than one vote need not use
them all or cast them all in the same way.
11. If the Extraordinary Resolution is duly passed at the
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 Meeting.
12. This Notice of Meeting 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.
UNLESS SUCH CONDITION IS WAIVED BY THE ISSUER AT ITS SOLE
DISCRETION, IF ANY OF THE 2025 EXTRAORDINARY RESOLUTION, THE 2027
EXTRAORDINARY RESOLUTION, THE 2030 EXTRAORDINARY RESOLUTION AND THE
2047 EXTRAORDINARY RESOLUTION (EACH AS DEFINED IN THE MEMORANDUM)
SHALL NOT HAVE BEEN PASSED AT MEETINGS OF THE RELEVANT NOTEHOLDERS,
THEN THIS EXTRAORDINARY RESOLUTION SHALL NOT BE ADOPTED, EVEN IF IT
HAS BEEN DULY PASSED AT THE MEETING OR ANY ADJOURNED MEETING.
Any questions from any person regarding the terms of the
Proposal or the Solicitation may be directed to the Solicitation
Agents at the addresses and telephone numbers specified below.
The Solicitation Agents are:
J.P. Morgan AG J.P. Morgan Securities plc
Taunustor 1 (TaunusTurm) 25 Bank Street
60310 Frankfurt am Main Canary Wharf
Germany London E14 5JP
Attention: EMEA Liability Management Group United Kingdom
Email: em_europe_lm@jpmorgan.com Attention: EMEA Liability Management Group
Email: em_europe_lm@jpmorgan.com
UBS AG London Branch
5 Broadgate
London EC2M 2QS
United Kingdom
Attention: Liability Management Group
Telephone (US): (collect) +1 (203) 719-4210; (toll free) +1 (888) 719-4210
Telephone (UK): +44 20 7568 1121
Email: ol-liabilitymanagement-eu@ubs.com
The Tabulation Agent is:
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Attention: David Shilson
By telephone: +44 207 704 0880
By email: kmg@lucid--is.com
The Trustee is:
Citicorp Trustee Company Limited
Citigroup Centre
Canada Square
London E14 5LB
United Kingdom
The Principal Paying Agent is:
Citibank, N.A., London branch
Citigroup Centre
Canada Square
London E14 5LB
United Kingdom
The Registrar is:
Citigroup Global Markets Europe AG
Reuterweg 16
60323 Frankfurt
Germany
This notice is given by:
JSC NC "KAZMUNAYGAS"
in conjunction with:
KAZMUNAIGAZ FINANCE SUB B.V.
24 May 2021
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END
MSCSEMSALEFSEII
(END) Dow Jones Newswires
May 24, 2021 04:58 ET (08:58 GMT)
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