30 Jun 2021 12:23
RELEASE
30 June 2021
NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA or, SUBJECT TO CERTAIN EXCEPTIONS, JAPAN
On 30 June 2021 PJSC Gazprom placed its CHF-denominated Series 8 loan participation notes under €30 billion MTN programme
On 30 June 2021 PJSC Gazprom placed Series 8 of loan participation notes in the aggregate amount of CHF500,000,000. The notes were issued by Gaz Finance plc, a special purpose vehicle incorporated in England and Wales, under Gazprom's MTN Programme pursuant to Regulation S, at 1.54 percent. per annum and are due in 2027.
Gazprombank (Switzerland) Ltd and J.P. Morgan Securities plc acted as joint global coordinators and bookrunners, Credit Suisse AG and UBS AG acted as joint lead managers and bookrunners with respect to the notes.
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 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"). Neither these materials nor any copy hereof may be sent, taken or distributed in the United States or to any U.S. Person (as such term is defined in Regulation S under 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 does not constitute a prospectus nor a key information document within the meaning of the Swiss Financial Services Act ("FinSA"). The information on the notes, Gaz Finance Plc and PJSC Gazprom are provided in a prospectus pursuant to the FinSA which, subject to compliance with applicable securities laws, will be available free of charge following the completion of such transaction, once such prospectus has been approved by a Swiss review body according to the FinSA from UBS AG, whose registered address is Bahnhofstrasse 45, 8001 Zurich, Switzerland, or can be ordered by telephone +41-44-239 47 03 (voicemail), by fax +41-44-239 69 14 or by e-mail swiss-prospectus@ubs.com.
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.
EEA MiFID II / UK MiFIR professionals/ECPs-only /No EEA or UK PRIIPS KID. Subject to a public offering of the securities mentioned in this communication in Switzerland, manufacturer target market (EEA MIFID II / UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No EEA or UK PRIIPs key information document (KID) has been prepared as not available to retail investors in EEA or the United Kingdom.
The notes are not, and will not be, qualified for sale under the securities laws of any province or territory of Canada. The notes may not be, and are not being, offered, sold, or delivered, and no offer to purchase the notes 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 notes 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 notes, 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.
In member states of the European Economic Area, this communication is directed only at persons who are "qualified investors" within the meaning of Regulation (EU) 2017/1129 (the "Prospectus Regulation"). This document is not a prospectus for the purposes of the Prospectus Regulation. Investors should not subscribe for any notes referred to in this document except on the basis of the information contained in the final prospectus relating to the notes.
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 notes 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. Information contained in these materials may not correspond to the risk profile of a particular investor, does not take into account one's personal preferences and expectations on risk and/or profitability and therefore does not constitute an individual investment recommendation for the purposes of 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