18 Dec 2018 10:02
RELEASE
18 December 2018
NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL
On 18 December 2018 PJSC Gazprom closed Yen 65 billion issuance of bonds guaranteed by Japan Bank for International Cooperation (JBIC) and placed with Japanese qualified institutional investors
On 18 December 2018 GazAsia Capital S.A., a securities issuance vehicle of PJSC Gazprom, issued Yen 65 billion of bonds guaranteed by PJSC Gazprom and JBIC under its GATE facility. The bonds have been placed with qualified institutional investors (Tekikaku Kikan Toshika), bear an annual interest rate of 1.01 per cent. and mature at their principal amount on 18 December 2028.
GPB Financial Services Hong Kong Limited, J.P. Morgan Securities plc (acting through its affiliate, JPMorgan Securities Japan Co., Ltd.), Mizuho Securities Co., Ltd. and SMBC Nikko Securities Inc. acted as Joint Lead Arrangers in respect of the issuance.
The proceeds of the offering will be used to finance a loan to PJSC Gazprom. The proceeds of the loan to PJSC Gazprom will be used for general corporate purposes.
These materials have been prepared not for the purposes of soliciting investment or engaging in any other similar activities within or outside Japan.
These materials are not an offer for sale of any securities of PJSC Gazprom in the United States. Any securities of PJSC Gazprom may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). PJSC Gazprom does not intend to register any portion of the offering in the United States or to conduct a public offering of any securities in the United States.
This communication is only being distributed to and directed only at (a) persons who are outside the United Kingdom or (b) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (c) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons mentioned in (a), (b) and (c) together being referred to as "relevant persons"). Any securities mentioned in this communication will only be available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
In member states of the European Economic Area, this press release is directed only at persons who are "qualified investors" within the meaning of Article 2(1)(e) of Directive 2003/71/EC (the "Prospectus Directive") ("Qualified Investors"). These materials are an advertisement for the purposes of applicable measures implementing the Prospectus Directive.
Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in EEA.
The bonds are not, and will not be, qualified for sale under the securities laws of any province or territory of Canada. The bonds may not be, and are not being, offered, sold, or delivered, and no offer to purchase the bonds may be, is, or will be solicited, directly or indirectly, in Canada or to, or for the benefit of, any Canadian Person. This communication or any offering material relating to the bonds may not be, has not been, and will not be, distributed, in Canada or to, or for the benefit of, Canadian Persons. In addition, Canadian Persons are restricted from dealing in any way, directly or indirectly, in the bonds, pursuant to the Special Economic Measures (Russia) Regulations.
"Canadian Person" means any person in Canada or any Canadian outside Canada, where "person" means an individual or a body corporate, trust, partnership, fund, an unincorporated association or organization; and "Canadian" means an individual who is a citizen within the meaning of the Citizenship Act (Canada), or a body corporate formed under the laws of Canada or a Canadian province.
Information contained in this press release is not 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 securities laws. Information contained in this press release is not intended for any persons in the Russian Federation who are not "qualified investors" within the meaning of Article 51.2 of the 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. The bonds have not been and will not be registered in Russia and are not intended for "placement" or "circulation" in Russia (each as defined in Russian securities laws) unless and to the extent otherwise permitted under Russian law.
PJSC GAZPROM INFORMATION DIVISION
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Contact phone numbers for mass media Contact phone numbers for investment companies
+7 (812) 609-34-21 +7 (812) 609-41-29
pr@gazprom.ru ir@gazprom.ru