28 Oct 2022 12:43
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.
28 October 2022
JOINT STOCK COMPANY "NATIONAL COMPANY "KAZAKHSTAN TEMIR ZHOLY"(the "Issuer")
ANNOUNCEMENT OF RESULTS OF TENDER OFFER AND MEETING
to the holders (the "Holders") of the outstandingU.S.$1,100,000,000 6.950% Guaranteed Notes due 2042 (Unrestricted Global Note ISIN: XS0799658637; Restricted Global Note ISIN: US48667DAD66, CUSIP: 48667DAD6)(the "Notes")
On 27 September 2022, the Issuer announced its invitation to each Holder to tender any or all of the Notes held by such Holder for purchase by the Issuer for cash (the "Tender Offer") and concurrently to consent, by the Extraordinary Resolution, to amend the terms and conditions 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 was made on the terms and subject to the conditions set forth in the Tender Offer and Consent Solicitation Memorandum dated 27 September 2022 (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.
Tender Offer Results
As of the Expiration Deadline, being 10:00 a.m. London time on 26 October 2022, the Issuer had received valid Tender Instructions in respect of U.S.$797,049,000 in principal amount of outstanding Notes, representing approximately 90.3% of the outstanding Notes. In addition, the Issuer had also received: (i) Voting Instructions in favour of the Proposal (without Notes being tendered) in respect of U.S.$8,350,000 in principal amount of outstanding Notes, representing approximately 0.9% of the outstanding Notes and (ii) Voting Instructions against the Proposal (without Notes being tendered) in respect of U.S.$14,500,000 in principal amount of outstanding Notes, representing approximately 1.6% of the outstanding Notes.
The Issuer intends to purchase all of the validly tendered Notes for the Tender Offer Consideration of U.S.$1,000.00 per U.S.$1,000 in principal amount of Notes. The Settlement Date of the Tender Offer will be 31 October 2022. All Notes purchased by the Issuer in the Tender Offer will be delivered to the Registrar for cancellation. Purchases of Notes pursuant to the Tender Offer are conditional, inter alia, upon satisfaction of certain conditions, including the New Financing Condition, as set out in the Tender Offer and Consent Solicitation Memorandum. The Issuer has confirmed that the New Financing Condition has been satisfied.
Results of Meeting
The Issuer hereby gives notice to Holders that the Extraordinary Resolution set out in the Notice of Meeting dated 27 September 2022 was duly passed at the Meeting today. The fourth supplemental trust deed dated 28 October 2022 (the "Supplemental Trust Deed") has been signed by the Issuer, Joint Stock Company "Kaztemirtrans", "KTZ-Freight Transportation" LLP, Joint Stock Company "Passenger Transportation" and Joint Stock Company "Vagonservice", as guarantors, and BNY Mellon Corporate Trustee Services Limited, as trustee, and the amendments to the terms and conditions of the Notes contemplated therein have been implemented effective today.
Settlement of Early Redemption
Following settlement of the Tender Offer, U.S.$85,929,000 in aggregate principal amount of Notes will remain outstanding. The amendments to the terms and conditions of the Notes set out in the Supplemental Trust Deed have been implemented and, accordingly, all of the Notes which remain outstanding will be redeemed at the Early Redemption Amount of U.S.$1,000.00 per U.S.$1,000 in principal amount of Notes, together with Accrued Interest, on the Early Redemption Date, which is expected to be 1 November 2022 (and in no event later than two Business Days following 1 November 2022). All Notes repurchased by the Issuer on the Early Redemption Date will be delivered to the Registrar for cancellation.
Questions and requests for assistance in connection with the Offer may be directed to any Dealer Manager and Solicitation Agent:
Citigroup Global Markets Limited Citigroup CentreCanada SquareCanary WharfLondon E14 5LBUnited Kingdom Attention: Liability Management Group Telephone: +44 20 7986 8969Email: liabilitymanagement.europe@citi.com | J.P. Morgan Securities plc 25 Bank StreetCanary WharfLondon E14 5JPUnited Kingdom Attention: Liability Management Telephone: +44 20 7134 2468Email: em_europe_lm@jpmorgan.com |
Société Générale Immeuble Basalte 17 Cours Valmy92987 Paris La Défense CedexFrance
Attention: Liability ManagementTelephone: +33 1 42 13 32 40Email: liability.management@sgcib.com
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Questions and requests for assistance in connection with the Offer may be directed to the Tender and Tabulation Agent:
Citibank, N.A., London Branch
Citigroup Centre
Canada Square
London E14 5LBUnited Kingdom
Attention: Tender Agent
Telephone: +44 20 7508 3867
Email: citiexchanges@citi.com
This announcement is made by:
Joint Stock Company "National Company "Kazakhstan Temir Zholy"6 Konaeva Street,Esil District, Astana, 010000Republic of Kazakhstan
This announcement contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR") and Article 7 of the Market Abuse Regulation (EU) as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR"), encompassing information relating to the Offer described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055 and UK MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, this announcement is made by Dair Kusherov, Managing Director for Finance, on behalf of Joint Stock Company "National Company "Kazakhstan Temir Zholy".
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. If you are in any doubt as to the contents of this announcement or the Tender Offer and Consent Solicitation 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 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 this announcement, 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 Tender and Tabulation Agent is the agent of the Issuer and owes no duty to any Holder.