30 Mar 2017 08:31
RELEASE
29 March 2017
NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL
On 29 March 2017 PJSC Gazprom placed Series 42 of loan participation notes in the amount of GBP 850 million
On 29 March 2017 PJSC Gazprom priced Series 42 of loan participation notes in the amount ofGBP 850 million. The notes were issued by Gaz Capital S.A., a Luxembourg special purpose vehicle, under Gazprom's EMTN Programme.
The notes of loan participation were priced at par. GBP 850 million Series 42 notes will have an annual coupon of 4,25% and are due 6 April 2024.
Bank GPB International S.A., Deutsche Bank AG, London Branch, J.P. Morgan Securities PLC and VTB Capital PLC acted as joint bookrunners and joint lead managers with respect to the notes.
The proceeds of the offering will be used to finance a Euro loan to PJSC Gazprom. Deutsche Bank AG, London Branch and J.P. Morgan Securities PLC will act as swap counterparties to exchange the GBP proceeds of the Notes into Euro for payment to PJSC Gazprom under the Loan and to further exchange the interest payments and repayment of the Loan by Gazprom into GBP to discharge Gaz Capital S.A. obligations under the Notes. The proceeds of the loan to PJSC Gazprom will be used for general corporate purposes.
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 announcement 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.
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.
This document is not a prospectus and, to the extent that it may constitute an advertisement, it does not constitute an offer to sell or the solicitation of an offer to purchase notes or other securities of Gaz Capital S.A. or PJSC Gazprom. Investors should not subscribe for any notes referred to in this document except on the basis of the information contained in the final base prospectus and the final series prospectus and/or final terms relating to the notes. The base prospectus in relation to the Programme was published on 9 March 2017 and the series prospectus in relation to the Notes would be published on or around 6 April 2017. Investors will be able to obtain a copy of these documents in accordance with the Prospectus Directive.
Information contained in this press release does not constitute an advertisement or offering of the Notes in Russia within the meaning of Russian securities laws and must not be passed on to third parties or otherwise be made publicly available in Russia. The notes have not been and will not be registered in Russia and are not intended for "offering", "placement" or "circulation" in Russia (each as defined in Russian securities laws), except as 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 (495) 719-10-77 +7 (812) 609-41-29
pr@gazprom.ru ir@gazprom.ru