19 Oct 2018 15:34
IMPORTANT NOTICE TO NOTEHOLDERS
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD CONSULT THEIR OWN INDEPENDENT PROFESSIONAL ADVISERS (IF THE NOTEHOLDER IS IN THE UNITED KINGDOM, AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000) IMMEDIATELY
NOTICE OF THE ACCESSION OF ADDITIONAL GUARANTORS IN RESPECT OF THE U.S.$780,000,000 4.850% GUARANTEED NOTES DUE 2027 ISSUED BY JOINT STOCK COMPANY "NATIONAL COMPANY "KAZAKHSTAN TEMIR ZHOLY" AND GUARANTEED BY JOINT STOCK COMPANY "KAZTEMIRTRANS" AND JOINT STOCK COMPANY "KTZ-FREIGHT TRANSPORTATION"
Notice is hereby given to the holders of the U.S.$780,000,000 4.850% Guaranteed Notes due 2027 (ISIN: XS1713475132 / US48669DAA00) (the "Notes") and to BNY Mellon Corporate Trustee Services Limited (the "Trustee"), as trustee in respect of the Notes, that, pursuant to Condition 7 of the Notes, each of: (i) Joint Stock Company "Passenger Transportation"; (ii) Joint Stock Company "Vagonservice"; and (iii) Joint Stock Company "Suburban Transportation" (collectively, the "Additional Guarantors") have agreed to become additional guarantors of the Notes with effect from the date that is 30 days' from the date of this Notice (the "Effective Date").
Please note as follows:
(A) On and with effect from the Effective Date, each Additional Guarantor will provide a full and unconditional guarantee of the Notes, jointly and severally with the other Additional Guarantors and Joint Stock Company "Kaztemirtrans" and Joint Stock Company "KTZ-Freight Transportation" (together, the "Existing Guarantors").
(B) Joint Stock Company "Passenger Transportation" is a wholly-owned subsidiary of the Issuer, and each of Joint Stock Company "Vagonservice" and Joint Stock Company "Suburban Transportation" is a wholly-owned subsidiary of Joint Stock Company "Passenger Transportation".
(C) The Notes will continue to benefit from the guarantee of the Existing Guarantors.
(D) The Principal Paying Agent for the Notes is The Bank of New York Mellon, London Branch, One Canada Square, London E14 5AL, United Kingdom.
(E) Relevant information regarding the Guarantor Threshold Test (as defined in the Conditions of the Notes) is set out below:
Total Assets | Percentage of Group Assets | Total Revenue | Percentage of Group Revenue | |
(KZT thousands) | % | (KZT thousands) | % | |
Issuer.......................... | 1,794,903,258 | 56.96% | 5,023,038 | 0.53% |
Guarantors (including Additional Guarantors) | 950,911,010 | 30.18% | 807,239,857 | 84.85% |
Joint Stock Company "Passenger Transportation".......... ................................... | 114,974,736 | 3.65% | 98,179,842 | 10.32% |
Joint Stock Company "Vagonservice"........... | 78,802,461 | 2.50% | 2,045,188 | 0.21% |
Joint Stock Company "Suburban Transportation".......... | 1,343,012 | 0.04% | 6,177,808 | 0.65% |
Non-Guarantors.......... | 405,116,766 | 12.86% | 139,067,045 | 14.62% |
_________Note:
(1) The total assets and total revenues for each entity as set forth in this table are calculated on a separate, stand-alone, non-consolidated basis for the relevant entity(ies).
(F) The below table reflects the monetary amounts and percentages of Group net assets and Group EBITDA for, respectively, as more fully set out in the notes to the table, the Issuer, the Existing Guarantors and the Additional Guarantors (on a combined basis) and the non-guarantor companies (on a combined basis), as at and for the year ended 31 December 2017:
Net Assets (Total Assets less Total Liabilities)(1)(2) | Percentage of Group Net Assets | Group EBITDA(3) | Percentage of Group EBITDA | |
(KZT thousands) | % | (KZT thousands) | % | |
Issuer(4)........................ | 564,528,415 | 44.85% | 71,638,484 | 34.79% |
Guarantors (including Joint Stock Company "Passenger Transportation")(5)...... | 547,875,569 | 43.53% | 135,257,905 | 65.68% |
Joint Stock Company "Passenger Transportation"(6)....... ................................... | 145,853,580 | 11.59% | 14,209,797 | 6.90% |
Joint Stock Company "Vagonservice"(7)........ | 65,448,570 | 5.20% | 10,607,894 | 5.15% |
Joint Stock Company "Suburban Transportation"(7)....... | 707,131 | 0.06% | (122,026) | (0.06)% |
Non-Guarantors(8)........ | 146,225,469 | 11.62% | (951,200) | (0.46)% |
_________Notes:
(2) Calculated as total assets minus total liabilities. Net assets are equivalent to the "Total Equity" as presented in the relevant financial statements.
(3) Amounts of net assets set forth in the table do not sum to the Issuer's consolidated net assets in the Issuer's 2017 consolidated financial statements due to non-material differences in the recognition of inter-company eliminations at the different consolidation levels.
(4) Calculated as profit from continuing operations before taxation, finance costs, finance income and depreciation and amortisation, but after taking into account any material devaluation of the Tenge (which is accounted for as an extraordinary item).
(5) As presented in, or calculated based on, the Issuer's standalone (i.e., non-consolidated) financial statements as at and for the period ended 31 December 2017.
(6) As presented in, or calculated based on, the consolidated financial statements (i.e., including the results of subsidiaries of the relevant Guarantor) of Joint Stock Company "Kaztemirtrans", Joint Stock Company "KTZ-Freight Transportation" and Joint Stock Company "Passenger Transportation" (whose consolidated results also include the results of Joint Stock Company "Vagonservice" and Joint Stock Company "Suburban Transportation") (respectively, as the case may be) as at, and for the year ended, 31 December 2017 and presented here on a combined basis.
(7) As presented in, or calculated based on, the consolidated financial statements (i.e., including the results of subsidiaries of the relevant Guarantor) of Joint Stock Company "Passenger Transportation" (whose consolidated results also include the results of Joint Stock Company "Vagonservice" and Joint Stock Company "Suburban Transportation").
(8) Included for information purposes as the results of these entities are included in the consolidated results of Joint Stock Company "Passenger Transportation".
(9) As presented in, or calculated based on, the consolidated financial statements (i.e., including the results of subsidiaries of the relevant company) of the relevant non-guarantor companies as at and for the year ended 31 December 2017 and presented here on a combined basis.
(G) Relevant information for each of the Additional Guarantors is set out below:
Joint Stock Company "Passenger Transportation"
Registered name: Joint Stock Company "Passenger Transportation"
Place of incorporation: Republic of Kazakhstan
Date of incorporation: 17 February 2004
Registration number: №15604-1901-АО
Registered address: Konaev street, 6, Astana city, 010000, Republic of Kazakhstan
Business activities: Provider of railway passenger transportation services.
Ownership: Wholly-owned subsidiary of Joint Stock Company "National Company "Kazakhstan Temir Zholy"
Financial information: See above tables.
Joint Stock Company "Vagonservice"
Registered name: Joint Stock Company "Vagonservice"
Place of incorporation: Republic of Kazakhstan
Date of incorporation: 17 February 2004
Registration number: №15605-1901-АО
Registered address: Konaev street, 6, Astana city, 010000, Republic of Kazakhstan
Business activities: Provider of rental, maintenance and scheduled repair services.
Ownership: Wholly-owned subsidiary of Joint Stock Company "Passenger Transportation".
Financial information: See above tables.
Joint Stock Company "Suburban Transportation"
Registered name: Joint Stock Company "Suburban Transportation"
Place of incorporation: Republic of Kazakhstan
Date of incorporation: 17 February 2004
Registration number: №15606-1901-АО
Registered address: Konaev street, 6, Astana city, 010000, Republic of Kazakhstan
Business activities: Provider of railway suburban passenger transportation services
Ownership: Wholly-owned subsidiary of Joint Stock Company "Passenger Transportation".
Financial information: See above tables.
To record the accession of the Additional Guarantors, the relevant parties have entered into a first supplemental trust deed dated 19 October 2018 (the "First Supplemental Trust Deed"), which supplements the Trust Deed dated 17 November 2017 among the Issuer, the Trustee and the Existing Guarantors, and a first supplemental agency agreement dated 19 October 2018 (the "First Supplemental Agency Agreement"), which supplements the Agency Agreement dated 17 November 2017 among the Issuer, the Trustee, the Existing Guarantors and the agents named therein. The accession of the Additional Guarantors to the Trust Deed and the Agency Agreement pursuant to the First Supplemental Trust Deed and the First Supplemental Agency Agreement (respectively) will become effective on the Effective Date as per Condition 7 (Additional Guarantors).
Copies of the First Supplemental Trust Deed and the First Supplemental Agency Agreement are available for inspection (during normal business hours and upon reasonable notice) at the offices of the Principal Paying Agent.
This notice is dated 19 October 2018.
This announcement has been issued through the Companies Announcement Service of Euronext Dublin.