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Monday 13 November, 2017

JSC NatCo KzkhTemZly

Early Participation of Tender Offer

RNS Number : 3092W
JSC National Company Kazakhstan TZ
13 November 2017
 

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 TENDER OFFER AND CONSENT SOLICITATION MEMORANDUM.

13 November 2017

JOINT STOCK COMPANY "NATIONAL COMPANY "KAZAKHSTAN TEMIR ZHOLY" ANNOUNCES INSTRUCTIONS RECEIVED AS OF THE EARLY PARTICIPATION DEADLINE FOR THE TENDER OFFER AND CONSENT SOLICITATION IN RESPECT OF ITS U.S.$700,000,000 6.375% NOTES DUE 2020 (UNRESTRICTED GLOBAL NOTE ISIN: XS0546214007, COMMON CODE: 054621400; RESTRICTED GLOBAL NOTE ISIN: US48667DAC83, COMMON CODE: 054713479, CUSIP: 48667DAC8)

On 27 October 2017, JOINT STOCK COMPANY "NATIONAL COMPANY "KAZAKHSTAN TEMIR ZHOLY" (the "Issuer") announced its invitation to each holder (a "Holder") (subject to certain offer and distribution restrictions referred to below) of its outstanding U.S.$700,000,000 6.375% Notes Due 2020 (the "Notes") to tender any or all of such Notes held by such Holder for purchase by the Issuer for cash (the "Tender Offer") and concurrently to consent to amend, by extraordinary resolution of the Holders (the "Extraordinary Resolution"), the terms and conditions of the Notes (the "Terms of the Notes") to provide for mandatory early redemption of the Notes by the Issuer (the "Proposal", and together with the Tender Offer, the "Offer"). The Offer is made on the terms and subject to the conditions set forth in the Tender Offer and Consent Solicitation Memorandum dated 27 October 2017 (the "Tender Offer and Consent Solicitation Memorandum").

Capitalised terms used in this announcement but not defined herein have the meaning given to them in the Tender Offer and Consent Solicitation Memorandum.

As of the Early Participation Deadline, being 11:59 p.m. (New York City time) on 9 November 2017, the Issuer had received Tender Instructions in respect of U.S.$587,193,000 in principal amount of outstanding Notes, representing approximately 83.88% of the outstanding Notes. In addition, the Issuer had also received Voting Instructions in favour of the Proposal (without Notes being tendered) in respect of U.S.$21,165,000 in principal amount of outstanding Notes, representing approximately 3.02% of the outstanding Notes.

The Offer will expire at 11:59 p.m. (New York City time) on 24 November 2017, unless extended or earlier terminated, as described in the Tender Offer and Consent Solicitation Memorandum.  

Copies of the Tender Offer and Consent Solicitation Memorandum are available from the Tender and Tabulation Agent as set out below.

Holders are advised to read carefully the Tender Offer and Consent Solicitation Memorandum for full details of and information on the procedures for participating in the Offer.



 

Questions and requests for assistance in connection with the Offer may be directed to any Dealer Manager and Solicitation Agent.

 

J.P. Morgan Securities plc

25 Bank Street

Canary Wharf

London E14 5JP

United Kingdom

 

Attention:  Liability Management
Telephone:  +44 (0) 207 134 2468
Email:  [email protected]

 

JSC Halyk Finance

109"V" Abay avenue, 5th floor

A05A1B9

Almaty

Republic of Kazakhstan

 

Attention:  Consulting and Underwriting Department
Telephone:  +7 727 357 31 77

Email:  [email protected]

 

MUFG Securities EMEA plc

Ropemaker Place

25 Ropemaker Street

London EC2Y 9AJ

United Kingdom

 

Attention:  Liability Management Group
Telephone:  + 44-207-577-4048/ 4218
Email:  [email protected]

 

Renaissance Securities (Cyprus) Limited

Arch. Makiarou II

2-4Capital Centre 9th Floor

Nicosia

1065 Cyprus

 

Attention:  Debt Capital Markets Desk

Telephone:  + 357 22 360 000

Email:  [email protected]

 

Questions and requests for assistance in connection with the delivery of Tender Instructions may be directed to the Tender and Tabulation Agent.


Lucid Issuer Services Limited
Tankerton Works

12 Argyle Walk

London WC1H 8HA

United Kingdom

 

Telephone: +44 207 704 0880

Attention:  David Shilson / Alexander Yangaev

Email: [email protected]

Website: https://portal.lucid-is.com

 

This announcement is made by:

Joint Stock Company "National Company "Kazakhstan Temir Zholy"
Konaeva street, 6
Astana City, 010000
Republic of Kazakhstan

This announcement is made by Zhaslan Madiyev, Chief Financial Officer, on behalf of Joint Stock Company "National Company "Kazakhstan Temir Zholy" and constitutes a public disclosure of inside information under Regulation (EU) 596/2014 (16 April 2014).



 

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer and Consent Solicitation Memorandum. This announcement and the Tender Offer and Consent Solicitation Memorandum contain important information which should be read carefully before any decision is made with respect to the Offer. If you are in any doubt as to the contents of this announcement or the Tender Offer and Consent Solicitation Memorandum or the action you should take, 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. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to offer Notes for exchange pursuant to the Offer. For the avoidance of doubt, none of the Dealer Managers and Solicitation Agents, the Tender and Tabulation Agent or the Issuer makes any recommendation as to whether Holders should participate in the Offer or otherwise provides any legal, business, tax or other advice in connection with the Offer.

This announcement is for informational purposes only. The Offer is being made only pursuant to the Tender Offer and Consent Solicitation Memorandum and only in such jurisdictions as is permitted under applicable law. None of this announcement, the Tender Offer and Consent Solicitation Memorandum nor any other documents or materials relating to the Offer constitutes an offer to purchase or the solicitation of an offer to tender or sell Notes to or from any person located or resident in any jurisdiction where such offer or solicitation is unlawful.

None of the Dealer Managers and Solicitation Agents, the Tender and Tabulation Agent or the Trustee (or their respective affiliates, directors, officers, employees and agents) have separately verified the information contained in the Tender Offer and Consent Solicitation Memorandum and none of the Dealer Managers and Solicitation Agents, the Tender and 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 Tender Offer and Consent Solicitation Memorandum or the Offer and none of such persons accepts any liability or responsibility as to the accuracy or completeness of the information contained in the Tender Offer and Consent Solicitation Memorandum or any other information provided by the Issuer in connection with or in relation to the Offer or any failure by the Issuer to disclose material information with regard to the Issuer or the Offer.

The Dealer Managers and Solicitation Agents and the Tender and Tabulation Agent (and their respective directors, employees or affiliates) make no representations or recommendations whatsoever regarding this announcement, the Tender Offer and Consent Solicitation Memorandum or the Offer. The Tender and Tabulation Agent is the agent of the Issuer and owes no duty to any Holder. None of the Issuer, the Dealer Managers and Solicitation Agents or the Tender and Tabulation Agent or any of their respective directors, employees or affiliates makes any recommendation as to whether or not the Holders should participate in the Offer or refrain from taking any action in the Offer with respect to any of Notes, and none of them has authorised any person to make any such recommendation.

OFFER AND DISTRIBUTION RESTRICTIONS

General


This announcement does not constitute an offer to purchase, or the solicitation of an offer to tender or sell, or to exercise any voting rights with respect to any, Notes to or from, or by, any person located or resident in any jurisdiction where such offer or solicitation is unlawful, and tenders of Notes by Holders originating from any jurisdiction in which such offer or solicitation is unlawful will not be accepted.  The Offer is not being made, directly or indirectly, in any jurisdiction where to do so would impose any obligations on the Issuer in such jurisdiction, including any requirement to qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction, file any general consent to service of process in any such jurisdiction, subject itself to taxation in any such jurisdiction if it is not otherwise so subject, make any filing with any regulatory body in any such jurisdiction or otherwise have any document approved by, or submitted to, any regulating body in such jurisdiction.  In those jurisdictions where the securities laws or other laws require the Offer to be made by a licensed broker or dealer and any Dealer Manager and Consent Solicitation Agent or any of its respective affiliates is such a licensed broker or dealer in such jurisdiction, the Offer shall be deemed to be made on behalf of the Issuer by such Dealer Manager and Consent Solicitation Agent or affiliate (as the case may be) in such jurisdiction and the Offer is not made in any such jurisdiction where either a Dealer Manager and Consent Solicitation Agent or any of its affiliates is not licensed.  Neither this announcement nor the delivery of the Tender Offer and Consent Solicitation Memorandum nor any purchase of Notes shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer since the date hereof, or that the information herein is correct as of any time subsequent to the date hereof.

Each Holder participating in the Offer will be deemed to give certain representations in respect of the jurisdictions referred to below, and generally, on submission of Notes for tender in the Tender Offer and submission of consent to the Proposal.  Any tender of Notes for purchase pursuant to the Offer from a Holder that is unable to make these representations will not be accepted.  Each of the Issuer, the Dealer Managers and Solicitation Agents and the Tender and Tabulation Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Tender Offer, or submission of consent to the Proposal, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result the Issuer determines (for any reason) that such representation is not correct, such tender will not be accepted.

A Holder who is a Sanctions Restricted Person may not participate in the Offer.  No Notes purported to be tendered by a Sanctions Restricted Person pursuant to the Tender Offer and Consent Solicitation Memorandum will be accepted for purchase and no Sanctions Restricted Person will be eligible to receive any monetary amount in respect of the Total Consideration, Tender Offer Consideration or Early Consent Fee in any circumstances.  The Issuer, in its discretion, reserves the absolute right not to accept the tender of any Notes by a person whom it has reason to believe is or may be a Sanctions Restricted Person.

United Kingdom


The communication of this announcement, the Tender Offer and Consent Solicitation Memorandum 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, as amended (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 only be communicated to (i) persons who have professional experience in matters relating to investments, being investment professionals as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order"); (ii) persons who fall within Article 43(2) of the Financial Promotion Order, including existing members and creditors of the Issuer, (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Financial Promotion Order or; or (iv) any other persons to whom these documents and/or materials may lawfully be made under the Financial Promotion Order.  Any investment or investment activity to which the Tender Offer and Consent Solicitation Memorandum relates is available only to such persons and will be engaged in only with such persons and other persons should not rely on it.

Italy


Neither this announcement, nor the Tender Offer and Consent Solicitation Memorandum nor any other documents or materials relating to the Offer have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations.  The Offer is being carried out in the Republic of Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the 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, as the case may be. 

A Holder located in the Republic of Italy may tender 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 connection with Notes or the Offer.

Belgium

In Belgium, the Offer will not, directly or indirectly, be made to, or for the account of, any person other than to qualified investors referred to in Article 10, § 1 of the Belgian law on the public offering of investment instruments and the admission of investment instruments to trading on regulated markets dated 16 June 2006, as amended from time to time (the "Belgian Prospectus Law").  Neither this announcement, nor the Tender Offer and Consent Solicitation Memorandum nor any other documentation or material relating to the Offer has been or will be submitted to the Financial Services and Markets Authority ("Authorité des services et marches financiers / Autoriteit voorfinanciële diensten en markten") for approval.  Accordingly, in Belgium, the Offer may not be made by way of a public offer within the meaning of article 3 of the Belgian Prospectus Law and article 3 of the Belgian act on public takeover offers dated 1 April 2007, as amended from time to time (the "Belgian Takeover Act").  Therefore, the Offer may not be promoted vis-à-vis, and is not being made to, any person in Belgium (with the exception of "qualified investors" within the meaning of article 10, § 1 of the Belgian Prospectus Law that are acting for their own account and without prejudice to the application of article 6 § 4 of the Takeover Act).  This announcement, the Tender Offer and Consent Solicitation Memorandum and any other documentation or material relating to the Offer (including memoranda, information circulars, brochures or similar documents) have not been forwarded or made available to, and are not being forwarded or made available to, directly or indirectly, any such person.  With regard to Belgium, this announcement has been and the Tender Offer and Consent Solicitation Memorandum will be transmitted only for personal use by the aforementioned qualified investors and only for the purpose of the Offer.  Accordingly, the information contained in this announcement  and the Tender Offer and Consent Solicitation Memorandum may not be used for any other purpose or be transmitted to any other person in Belgium (without prejudice to the application of article 6 § 4 of the Takeover Act).

France


The Offer is not being made, directly or indirectly, to the general public in the Republic of France.  Neither this announcement, nor the Tender Offer and Consent Solicitation Memorandum nor any other documentation or material relating to the Offer (including memorandums, information circulars, brochures or similar documents) has been distributed to, or is being distributed to, the general public in the Republic of France.  Only (i) persons that provide investment services in the field of portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) (that are not individuals) acting for their own account, in each case as defined in or pursuant to articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code Monétaire et Financier, may participate in the Offer.  This announcement and the Tender Offer and Consent Solicitation Memorandum have not been submitted to the clearance procedures of the Autorité des marchés financiers.

Republic of Kazakhstan

The Offer is not being made, directly or indirectly, in the Republic of Kazakhstan, except in compliance with the laws and regulations of the Republic of Kazakhstan, including the rules of the KASE.  This announcement and the Tender Offer and Consent Solicitation Memorandum have not been and will not be submitted for clearance to nor approved by the National Bank of Kazakhstan.


This information is provided by RNS
The company news service from the London Stock Exchange
 
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