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Koks Finance DAC (IRSH)

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Friday 14 September, 2018

Koks Finance DAC

Notice to Noteholders

RNS Number : 8749A
Koks Finance DAC
14 September 2018
 

NOT FOR 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. OTHER RESTRICTIONS APPLY (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).

KOKS FINANCE D.A.C. ANNOUNCES APPOINTMENT OF ADDITIONAL JOINT DEALER MANAGER IN RESPECT OF ITS CASH TENDER OFFER FOR DEBT SECURITIES

14 September 2018

On 11 September 2018, KOKS Finance D.A.C. (the "Offeror") invited holders of its U.S.$500,000,000 7.50 per cent. loan participation notes due 2022 (the "Notes") issued for the sole purpose of financing a loan to PJSC "KOKS" (the "Borrower"), such loan unconditionally and irrevocably guaranteed, on a joint and several basis, by JSC Kombinat KMAruda, LLC Tikhova Mine, LLC Butovskaya Mine and PJSC "Tulachermet", to tender some or all of their Notes for purchase by the Offeror for cash (the "Offer"). The Offer is made on the terms and subject to the conditions contained in the offer to purchase dated 11 September 2018 (the "Offer to Purchase"). Capitalised terms used in this announcement but not otherwise defined have the meanings given to them in the Offer to Purchase.

The Offeror hereby informs holders that VTB Capital plc has been appointed as a Joint Dealer Manager alongside Citigroup Global Markets Limited and GPB-Financial Services Ltd

If you need further information about the Offer, please contact any of the Joint Dealer Managers or the Tender Agent.

Contact Details:

THE JOINT DEALER MANAGERS

Citigroup Global Markets Limited

Citigroup Centre

Canary Wharf

London E14 5LB

United Kingdom

 

Telephone: +44 20 7986 8969

Collect: +1 (212) 723-6106

Toll-Free: +1 (800) 558-3745

Email:  [email protected]

Attention:         Liability Management Group

 

 

GPB-Financial Services Ltd (Gazprombank group)

Crystalserve Business Center, 2nd floor

65 Spyrou Kyprianou, Mesa Geitonia,

CY-4003 Limassol

Cyprus

 

Telephone: +7 499 271 9154 / +7 495 988 2353

Email:  [email protected]

Attention:         Liability Management Group, DCM

 

VTB Capital plc

14 Cornhill

London, EC3V 3ND

United Kingdom

Telephone: +44 203 334 88029

Email: [email protected]

Attention: Liability Management

 

THE TENDER AGENT

Citibank, N.A., London Branch

Citigroup Centre

Canada Square

Canary Wharf

London E14 5LB

United Kingdom

 

Attention: Exchange Team - Agency and Trust

Email: [email protected]

Tel: +44 20 508 3867

 

THE OFFEROR

KOKS Finance D.A.C.

12 Merrion Square

Dublin 2

Ireland

 

THE BORROWER

PJSC KOKS

1st Stakhanovskaya Street

6 Kemerovo 650021

Russian Federation

 

OFFER AND DISTRIBUTION RESTRICTIONS

NOT FOR 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.

Italy

None of this announcement or any other documents or materials relating to this announcement have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB").

This announcement may only be carried out in Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act"), and article 35-bis, paragraph 4, of CONSOB Regulation No. 11971 of 14 May 1999, as amended.

Noteholders or beneficial owners of the Notes can offer to sell some or all of the Notes through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in respect of the Notes and/or this announcement.

Luxembourg

This announcement has not been approved by and will not be submitted for approval to the Luxembourg Financial Services Authority (Commission de Surveillance du Secteur Financier) for purposes of a public offering or sale in the Grand Duchy of Luxembourg. Accordingly, the Offer may not be made to the public in the Grand Duchy of Luxembourg, directly or indirectly, and neither this announcement nor any other circular, prospectus, form of application, advertisement or other material may be distributed or otherwise made available in or from, or published in, the Grand Duchy of Luxembourg except in circumstances which do not constitute a public offer of securities to the public, subject to prospectus requirements, in accordance with Luxembourg law of 10 July 2005 (as amended) on prospectuses for securities.

United Kingdom

The communication of this announcement by the Offeror and any other documents or materials relating to the Offer 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 (the "FSMA"). 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. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may be communicated to (1) those persons who are existing members or creditors of the Offeror or other persons within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, and (2) to any other persons to whom these documents and/or materials may lawfully be communicated.

France

The Offer is not being made, directly or indirectly, to the public in the Republic of France ("France"). None of this announcement or any other documents or offering materials relating to the this announcement have been or shall be distributed to the public in France and only (a) persons providing investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers), and/or (b) qualified investors (investisseurs qualifiés) acting for their own account, 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 Offer. None of this announcement or any other such offering materials have been and shall be submitted for clearance to, nor approved by, the Autorité des marchés financiers.

Belgium

None of this announcement or any other documents or materials relating to the Offer have been submitted to or will be submitted for approval or recognition to the Financial Services and Markets Authority ("Autorité des services et marches financiers / Autoriteit financiële diensten en markten") and, accordingly, the Offer may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids (the "Belgian Takeover Law") or as defined in Article 3 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (the "Belgian Prospectus Law"), both as amended or replaced from time to time. Accordingly, the Offer may not be advertised and the Offer will not be extended, and none of this announcement or any other documents or materials relating to the Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than (i) to persons which are "qualified investors" in the sense of Article 10 of the Belgian Prospectus Law, acting on their own account; or (ii) in any other circumstances set out in Article 6, §4 of the Belgian Takeover Law and Article 3, §4 of the Belgian Prospectus Law. This announcement has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offer. Accordingly, the information contained in this announcement may not be used for any other purpose or disclosed to any other person in Belgium.

Ireland

This announcement will only be distributed in Ireland in conformity with the provisions of the Companies Act 2014 of Ireland (as amended), the Central Bank Acts 1942 - 2015 (as amended) and the European Union (Markets in Financial Instruments) Regulations 2017 (as amended) including, without limitation, Regulation 5 thereof or any applicable provisions of Irish law.

Russian Federation

Information contained in this announcement is not an offer, or an invitation to make offers, to sell, purchase, exchange or otherwise transfer securities in the Russian Federation or to or for the benefit of any Russian person or entity and does not constitute an advertisement or offering of securities in the Russian Federation within the meaning of Russian securities laws. Information contained in this announcement is not intended for any persons in the Russian Federation who are not "qualified investors" within the meaning of Article 51.2 of Federal Law no. 39-FZ "On the Securities Market" dated 22 April 1996, as amended (the "Russian QIs") and must not be distributed or circulated into Russia or made available in Russia to any persons who are not Russian QIs, unless and to the extent they are otherwise permitted to access such information under Russian law.

General

This announcement does not constitute an offer to sell or buy or the solicitation of an offer to sell or buy the Notes (and offers of Notes for sale pursuant to the Offer will not be accepted from the Noteholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer and any of the Joint Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by such Joint Dealer Managers or such affiliate (as the case may be) on behalf of the Offeror in such jurisdiction.

 

 

 

 

 

This announcement has been issued through the Companies Announcement Service of Euronext Dublin.

 

 


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