TIDM66ZX
RNS Number : 1260C
JSC NC KazMunaIGas
16 June 2021
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 OR THE
MEMORANDUM (AS DEFINED BELOW).
16 June 2021
JSC NC "KAZMUNAYGAS" AND KazMunaiGaz FINANCE SUB B.V. ANNOUNCE
RESULTS OF THE CONSENT SOLICITATION IN RESPECT OF THE
U.S.$500,000,000 4.750% Notes due 2025, U.S.$1,000,000,000 4.75%
Notes due 2027, U.S.$1,250,000,000 5.375% Notes due 2030,
U.S.$1,250,000,000 5.75% Notes due 2047 and U.S.$1,500,000,000
6.375% Notes due 2048, IN EACH CASE ISSUED BY JSC NC "KAZMUNAYGAS"
UNDER THE GLOBAL MEDIUM TERM NOTE PROGRAMME OF JSC NC "KAZMUNAYGAS"
AND KazMunaiGaz FINANCE SUB B.V.
Capitalised terms used in this announcement but not defined
herein have the meaning given to them in the consent solicitation
memorandum in respect of the Solicitation (as defined below) dated
24 May 2021 (the "Memorandum").
On 24 May 2021, JSC NC "KazMunayGas" (the "Issuer") and
KazMunaiGaz Finance Sub B.V. ("KMG Finance") announced their
invitations to each holder of the:
-- U.S.$500,000,000 4.750% Notes due 2025 (Reg S ISIN:
XS1807299174; Rule 144A ISIN: US48667QAR65) (the "2025 Notes") of
which U.S.$500,000,000 remains outstanding;
-- U.S.$1,000,000,000 4.75% Notes due 2027 (Reg S ISIN:
XS1595713782; Rule 144A ISIN: US48667QAN51) (the "2027 Notes") of
which U.S.$1,000,000,000 remains outstanding;
-- U.S.$1,250,000,000 5.375% Notes due 2030 (Reg S ISIN:
XS1807300105; Rule 144A ISIN: US48667QAQ82) (the "2030 Notes") of
which U.S.$1,250,000,000 remains outstanding;
-- U.S.$1,250,000,000 5.75% Notes due 2047 (Reg S ISIN:
XS1595714087; Rule 144A ISIN: US48667QAP00) (the "2047 Notes") of
which U.S.$1,250,000,000 remains outstanding; and
-- U.S.$1,500,000,000 6.375% Notes due 2048 (Reg S ISIN:
XS1807299331; Rule 144A ISIN: US48667QAS49) (the "2048 Notes") of
which U.S.$1,500,000,000 remains outstanding,
(each, a "Series" and, together, the "Notes"),
to consent to certain proposed amendments being sought (the
"Solicitation") to (i) the terms and conditions of the 2025 Notes,
(ii) the terms and conditions of the 2027 Notes, (iii) the terms
and conditions of the 2030 Notes, (iv) the terms and conditions of
the 2047 Notes, (v) the terms and conditions of the 2048 Notes and
(vi) the provisions of the trust deeds constituting the 2025 Notes,
the 2027 Notes, the 2030 Notes, the 2047 Notes and the 2048 Notes,
all as more fully described in the Memorandum (the "Proposal").
The Solicitation was made on the terms and subject to the
conditions set forth in the Memorandum.
The Issuer and KMG Finance hereby give notice to Noteholders
that the Extraordinary Resolutions in respect of each of the 2025
Notes, the 2027 Notes, the 2030 Notes, the 2047 Notes and the 2048
Notes set out in the Notices of Meetings dated 24 May 2021 were
duly passed at the Meetings held today. The effectiveness of the
Extraordinary Resolutions is subject to the execution of the
supplemental trust deeds in respect of each such series of Notes on
today's date.
As of the relevant Voting Deadlines in respect of the Proposal
of:
-- 10:00 a.m. (London time) on 14 June 2021 in respect of the 2025 Notes;
-- 10:15 a.m. (London time) on 14 June 2021 in respect of the 2027 Notes;
-- 10:30 a.m. (London time) on 14 June 2021 in respect of the 2030 Notes;
-- 10:45 a.m. (London time) on 14 June 2021 in respect of the 2047 Notes; and
-- 11:00 a.m. (London time) on 14 June 2021 in respect of the 2048 Notes,
the Issuer and KMG Finance had received Voting Instructions in
respect of the Proposal as set out below (including Voting
Instructions received in favour of the Proposal on or prior to the
Early Consent Deadline of 5:00 p.m. (Eastern Standard Time)/10:00
p.m. (London time) on 7 June 2021).
Total Voting
Instructions Percentage
Received in of Outstanding Voting Instructions
favour of Notes in Received
the relevant respect in favour
Extraordinary of which of the relevant
Resolution Voting Instructions Extraordinary Indicative
on or prior have been Resolution Early
to the relevant received by the Early Consent
Voting Deadline in favour Consent Deadline Fee (per
Description Outstanding (in principal of the relevant (in principal U.S.$1,000
of the Principal amount of Extraordinary amount of of Qualifying
Notes Amount Notes) Resolution Notes) Notes)(1)
------------ ------------------- ------------------- --------------------- -------------------- ---------------
The 2025 U.S.$500,000,000 U.S.$459,842,000 91.97% U.S.$459,842,000 U.S.$5.22
Notes
The 2027 U.S.$1,000,000,000 U.S.$865,106,000 86.51% U.S.$864,906,000 U.S.$7.63
Notes
The 2030 U.S.$1,250,000,000 U.S.$1,174,378,000 93.95% U.S.$1,174,078,000 U.S.$9.28
Notes
The 2047 U.S.$1,250,000,000 U.S.$1,166,846,000 93.35% U.S.$1,166,846,000 U.S.$15.51
Notes
The 2048 U.S.$1,500,000,000 U.S.$1,419,609,000 94.64% U.S.$1,419,609,000 U.S.$15.36
Notes
1 These are illustrative figures only and are rounded to the
nearest cent per U.S.$1,000 in principal amount of Qualifying
Notes. The actual amount of the Early Consent Fee to be received by
each Qualifying Noteholder will be paid without any rounding
adjustments.
The Issuer intends to pay the relevant Early Consent Fees for
Notes in respect of which Voting Instructions in favour of the
Proposal were received on or prior to the Early Consent Deadline on
the Settlement Date of 18 June 2021.
The Solicitation Agents in respect of the Solicitation 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 in respect of the Solicitation is:
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Attention: David Shilson
Telephone; +44 207 704 0880
Email: kmg@lucid-is.com
Website: https://portal.lucid-is.com
This announcement is made by:
JSC NC "KazMunayGas"
8, Kunayev Street
Nur-Sultan 010000
Kazakhstan
KazMunaiGaz Finance Sub B.V.
Strawinskylaan 807
Tower A-8
1077 XX Amsterdam
The Netherlands
DISCLAIMER
This announcement must be read in conjunction with the
Memorandum. This announcement and the Memorandum contain important
information which should be read carefully. If you are in any doubt
as to the contents of this announcement or the 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 Solicitation Agents, the Tabulation Agent or the
Trustee (or their respective affiliates, directors, officers,
employees and agents) have separately verified the information
contained in the Memorandum and none of the Solicitation Agents,
the 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 Memorandum or the
Solicitation and none of such persons accepts any liability or
responsibility as to the accuracy or completeness of the
information contained in the Memorandum or any other information
provided by the Issuer or KMG Finance in connection with or in
relation to the Solicitation or any failure by the Issuer or KMG
Finance to disclose material information with regard to the Issuer,
KMG Finance or the Solicitation. The Tabulation Agent is the agent
of the Issuer and KMG Finance and owes no duty to any
Noteholder.
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END
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