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Sibur Securities DAC (IRSH)

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Tuesday 09 October, 2018

Sibur Securities DAC

Tender Offer

RNS Number : 4557D
Sibur Securities DAC
09 October 2018
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. OTHER RESTRICTIONS APPLY (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).

9 October 2018

Sibur Securities DAC (the "Offeror") has today launched an invitation to holders of the U.S.$500,000,000 4.125% guaranteed notes due 2023 (the "Notes") issued by the Offeror and unconditionally and irrevocably guaranteed by Public Joint Stock Company "SIBUR Holding" ("SIBUR"), as further described in the table below, to tender their Notes for purchase by the Offeror for cash for an aggregate principal amount of up to U.S.$200,000,000 (the "Offer").

Description of the Notes

ISIN/ Common Code / CUSIP (Rule 144A Notes)

Outstanding principal amount

Minimum Denomination

Purchase Price

Maximum Acceptance Amount

U.S.$500,000,000 4.125% guaranteed notes due 2023 (the "Notes")

Regulation S Notes: XS1693971043 / 169397104; Rule 144A Notes: US825795AA56 / 111731039 / 825795AA5

U.S.$500,000,000

U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof

U.S.$974 per U.S.$1,000 in principal amount of Notes

U.S.$200,000,000 in aggregate principal amount of Notes

 

Capitalised terms used in this announcement but not otherwise defined have the meanings given to them in the Tender Offer Memorandum dated 9 October 2018 ("Tender Offer Memorandum").

The Offeror reserves the right, at its sole option and absolute discretion, to extend, re-open, withdraw or terminate the Offer and to amend or waive any of the terms and conditions of the Offer as described in the Tender Offer Memorandum.

Introduction to and Rationale for the Offer

The purpose of the Offer is to proactively manage SIBUR's debt portfolio, related borrowing costs and provide a degree of liquidity to Noteholders.

Any Notes validly tendered through DTC and accepted for purchase by the Offeror will be cancelled. Any Notes validly tendered through Euroclear or Clearstream, Luxembourg and accepted for purchase by the Offeror will be held by the Offeror or SIBUR for its own account and may be sold or cancelled in the future.

Maximum Acceptance Amount, Final Acceptance Amount and Scaling

The Offeror proposes to accept for purchase Notes with an aggregate principal amount up to U.S.$200,000,000 (the "Maximum Acceptance Amount") (subject to amendment at the sole opinion and absolute discretion of the Obligor (acting jointly with SIBUR)), on the terms and subject to the conditions contained in the Tender Offer Memorandum. The Offeror (acting jointly with SIBUR) reserves the right, in its sole and absolute discretion, to purchase the Notes in excess of or below the Maximum Acceptance Amount, or not to purchase any Notes, subject to applicable law.

If the aggregate principal amount of the Notes validly tendered exceeds the Final Acceptance Amount, the Offeror will, subject as set out below, accept such Notes on a pro-rata basis such that the aggregate principal amount of the Notes accepted for purchase does not exceed the Final Acceptance Amount.

In the event of any such pro-ration, such pro-rata acceptance will be calculated by multiplying the principal amount of the Notes represented by each Tender Instruction by a factor (the "Scaling Factor") equal to (i) the Final Acceptance Amount, divided by (ii) the aggregate principal amount of the Notes that have been validly tendered in the Offer.

In the event that any pro-ration of the tendered Notes is required, the principal amount of each Noteholder's validly tendered Notes accepted for purchase will be determined by multiplying each Noteholder's tender of the Notes by the Scaling Factor, and rounding the product down to the nearest U.S.$1,000.

Purchase Price and Accrued Interest

The Offeror will pay, on or about 19 October 2018 (the "Offer Settlement Date"), the Purchase Price for the Notes accepted by it for purchase pursuant to the Offer. The Purchase Price per U.S.$1,000 in principal amount of the Notes accepted by the Offeror for purchase pursuant to the Offer will equal U.S.$974. The Offeror will also pay, on the Offer Settlement Date, an Accrued Interest in respect of the Notes accepted for purchase pursuant to the Offer.

Timetable for the Offer

The expected timetable of events will be as follows:

Date


Action

9 October 2018


Commencement of the Offer

The Offer is announced through the website of the Euronext Dublin. The Tender Offer Memorandum is available upon request from the Tender Agent.

17 October 2018 at

3.00 p.m., London time


Expiration Deadline

Deadlinefor receipt by the Tender Agent of all valid Tender Instructions in order for Noteholders to be able to participate in the Offer. The Noteholders should note that the Tender Instructions must be submitted in accordance with the deadlines of the Intermediaries and Clearing Systems which will be before the Expiration Deadline.

On or about 17 October 2018


Announcement of Results

As soon as reasonably practicable after the Expiration Deadline, announcement by the Offeror of whether the Transaction Conditions are expected to be satisfied and if so, the results of the Offer, including the Final Acceptance Amount, the Scaling Factor (if applicable) and the aggregate principal amount of the Notes that will remain outstanding following completion of the Offer.

On or about 19 October 2018


Offer Settlement Date

Subject to satisfaction or waiver of the Transaction Conditions, settlement of the Offer.

General

The complete terms and conditions of the Offer are set forth in the Tender Offer Memorandum, which will be sent to eligible Noteholders at their request. Noteholders are urged to read the Tender Offer Memorandum carefully.

The Offeror has retained Citigroup Global Markets Limited and J.P. Morgan Securities plc to act as Joint Dealer Managers for the Offer.

Operational Procedure Description

In order to participate in the Offer, Noteholders must validly tender their Notes by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by Tender Agent prior to 3.00 p.m., London time, on 17 October 2018. Tender Instructions must be submitted electronically in accordance with the procedures of the relevant Clearing System, and shall be irrevocable, according to the terms and conditions, contained in the Tender Offer Memorandum.

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

Contact Details:

THE OFFEROR

SIBUR Securities DAC
10 Earlsfort Terrace
Dublin 2
D0 2 T380
Ireland

Public Joint Stock Company "SIBUR Holding"
East Industrial District, Quarter 1 No. 6 bld 30
Tyumen region, Tobolsk
Russian Federation

JOINT DEALER MANAGERS

Citigroup Global Markets Limited
Citigroup Centre
Canary Wharf
London E14 5LB
United Kingdom

For information by telephone:+44 20 7986 8969
Collect: +1 (212) 723-6106
Toll-Free: +1 (800) 558-3745
Email:  
[email protected]
Attention:          Liability Management Group

J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London E14 5JP
United Kingdom

For information by telephone:
+44 20 7134 2468
E-mail:
[email protected]
Attention: Liability Management

THE TENDER AGENT

Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
Tel: +44 20 7704 0880
Email: [email protected]
Attention: David Shilson/Alexander Yangaev

 

 

 

 

OFFER AND DISTRIBUTION RESTRICTIONS

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.

United Kingdom

The communication of this announcement 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 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 (i) those persons who are existing members or creditors of the Offeror or other persons within Article 43 of the Financial Promotion Order, and (ii) to any other persons to whom these documents and/or materials may lawfully be communicated.

Belgium

Neither this announcement nor 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 marchés 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, §1, 1° and 6 of the Belgian Law On Public Takeover Bids dated 1 April 2007, as amended (the "Public Takeover Law"). Accordingly, the Offer may not be advertised and the Offer will not be extended, and neither this announcement nor any other documents or materials relating to the Offer (including any memorandum, information circular, brochure or any similar documents) have been or shall be distributed or made available, directly or indirectly, to any individual or legal entity in Belgium other than:

(i)         qualified investors, as defined in Article 10 of the Belgian Law on the Public Offer of Placement Instruments and the Admission to Trading of Placement Instruments on Regulated Markets dated 16 June 2006, as amended (the "Belgian Public Offer Law");

(ii)        in relation to Notes with a denomination of at least EUR100,000;

and in any other circumstances set out Article 6, §§3-4 of the Public Takeover Law. Insofar as Belgium is concerned, 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.

France

The Offer is not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither this announcement nor any other documents or materials relating to the Offer has been or shall be distributed to the public in France and only (i) providers of 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 (ii) qualified investors (investisseurs qualifiés) other than individuals acting on their own account and 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 Offer. This announcement and any other document or material relating to the Offer has not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers.

Ireland

No action shall be taken in Ireland with respect to the Notes otherwise than in conformity with:

(i)         with the provisions of the European Union (Markets in Financial Instruments) Regulations 2017 (as amended, the "MiFID II Regulations"), including, without limitation, Regulation 5 (Requirement for Authorisation (and certain provisions concerning MTFs and OTFs)) thereof, any codes of conduct made under the MiFID II Regulations, and the provisions of the Investor Compensation Act 1998 (as amended);

(ii)        with the provisions of the Companies Act 2014 (as amended, the "Companies Act"), the Central Bank Acts 1942 - 2015 (as amended) and any codes of practice made under Section 117(1) of the Central Bank Act 1989 (as amended); and

(iii)       the Market Abuse Regulation (EU 596/2014) (as amended) and any rules and guidance issued by the Central Bank of Ireland under Section 1370 of the Companies Act.

Italy

None of the Offer, this announcement or 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 exempted offers 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.

Qualifying Holders can tender some or all of their Notes pursuant to the Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in 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 concerning information duties vis-à-vis its clients in connection with the Notes or the Offer.

Russia

Neither this announcement nor information contained therein nor any other document or materials relating to the Offer is an offer, or an invitation to make offers, to sell, exchange or otherwise transfer securities in the Russian Federation 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 laws. Information contained in this announcement or any other document or materials relating to the Offer 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

Neither this announcement nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes for purchase pursuant to the Offer will not be accepted from 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 affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by the Joint Dealer Managers or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.

In addition, each Noteholder participating in the Offer will be deemed to give certain other representations generally as set out in "Procedures for Participating in the Offer" in the Tender Offer Memorandum in respect of the jurisdictions referred to above. Any tender of Notes for purchase pursuant to the Offer from a Noteholder that is unable to make these representations will not be accepted.

 

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

 

 


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
 
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