25 Apr 2016 13:38
PAO TMK / Miscellaneous - Urgent PriorityTMK Announces Tender Offer Results via Alfa Capital / CITI / JPM 25-Apr-2016 / 13:38 CET/CESTDissemination of a Regulatory Announcement, transmitted by EquityStory.RS,LLC - a company of EQS Group AG.The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATESOF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THEU.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERNMARIANA ISLANDS), ANY STATE OF THE UNITED STATES, AND THE DISTRICT OFCOLUMBIA (THE 'UNITED STATES') OR TO ANY U.S. PERSON (AS DEFINED INREGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED(EACH A 'U.S. PERSON')) OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHERJURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. OTHERRESTRICTIONS APPLY (SEE 'OFFER RESTRICTIONS' BELOW). 25 April 2016 TMK ANNOUNCES TENDER OFFER RESULTS On 13 April 2016 TMK Capital S.A. (the 'Offeror') launched an invitation toeligible holders of the outstanding U.S.$500,000,000 7.75 per cent. loanparticipation notes due 2018 (the 'Notes') issued by, but with limitedrecourse to, the Offeror for the sole purpose of financing a loan to PAOTMK (the 'Borrower') to tender their Notes for purchase by the Offeror forcash (the 'Tender Offer'). Capitalised terms used in this announcement but not otherwise defined havethe meanings given to them in the Tender Offer Memorandum dated 13 April2016 (the 'Tender Offer Memorandum'). The Tender Offer expired at 4:00 p.m. (London time) on 22 April 2016. As atthe Expiration Time, an aggregate nominal amount of Notes equal toU.S.$177,453,000 has been validly tendered in the Tender Offer. The Offerorhereby announces that it has accepted for purchase an aggregate principalamount of Notes equal to U.S.$177,453,000 as set out in the table below: Description of Common Outstanding Aggregate Outstandingthe Notes code/ISIN principal principal principal amount amount on amount of Notes following launch of the Accepted for settlement ofthe Tender Offer Purchase Tender Offer U.S.$500,000,000 058521159/U.S.$408,820,0 U.S.$177,453,0 U.S.$231,367,0007.75 per cent. XS058521 00 00Loan 1591ParticipationNotes due 2018 All the Notes validly tendered for purchase have been accepted in fullwithout pro-ration. The Offeror will also pay the Accrued Interest Amount in respect of allNotes accepted for purchase. The expected Settlement Date for the Tender Offer is 28 April 2016. Contact Details: THE JOINT DEALER MANAGERS Alfa Capital Holdings (Cyprus) LimitedThemistokli Dervi 5Elenion Building, 2nd Floor P.C. 1066, Nicosia, Cyprus Telephone: +357 22470900Email: dhadjisavvas@alfacapital.com.cyAttention: Dinos Hadjisavvas Citigroup Global Markets Limited Citigroup Centre, Canada SquareLondon E14 5LB United Kingdom Attention: Liability Management GroupTelephone: +44 20 7986 8969Email: liabilitymanagement.europe@citi.com J.P. Morgan Securities plc25 Bank StreetCanary WharfLondon E14 5JP Telephone: +44 20 7134 2468Attention: Liability ManagementEmail: em_europe_lm@jpmorgan.com THE TENDER AGENT Lucid Issuer Services LimitedTankerton Works12 Argyle WalkLondon WC1H 8HA Tel: +44 20 7704 0880Attention: Thomas ChoquetEmail: tmk@lucid-is.com THE OFFEROR TMK Capital S.A.2. Boulevard KonradAdenauerL-1115 LuxembourgGrand Duchy of Luxembourg THE BORROWER PAO TMK40, Bld. 2A, Pokrovka Street, 105062 Moscow, Russian Federation OFFER RESTRICTIONS THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ORINTO THE UNITED STATES OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TODO SO. United States The Tender Offer is not being made and will not be made, directly orindirectly, in or into, or by use of the mails of, or by any means orinstrumentality of interstate or foreign commerce of, or of any facilitiesof a national securities exchange of, the United States or to, or for theaccount of benefit of, any U.S. person. This includes, but is not limitedto, facsimile transmission, electronic mail, telex, telephone, the internetand other forms of electronic communication. Accordingly, copies of thisAnnouncement and/or the Tender Offer Memorandum and any other documents ormaterials relating to the Tender Offer is not being, and must not be,directly or indirectly, mailed or otherwise transmitted, distributed orforwarded (including, without limitation, by custodians, nominees ortrustees) in or into the United States or to, or for the account of benefitof, a U.S. Person and the Notes cannot be tendered in the Tender Offer byany such use, means, instrumentality or facility or from or within or bypersons located or resident in the United States or by any U.S. Person orany person acting for the account or benefit of a U.S. Person. Anypurported tender of Notes in the Tender Offer resulting directly orindirectly from a violation of these restrictions will be invalid and anypurported tender of Notes made by a person located in the United States, aU.S. Person, by any person acting for the account or benefit of a U.S.Person, or by any agent, fiduciary or other intermediary acting on anon-discretionary basis for a principal giving instructions from within theUnited States will be invalid and will not be accepted. Each holder of Notes participating in the Tender Offer will represent thatit is not a U.S. Person, is not located in the United States and is notparticipating in the Tender Offer from the United States, or it is actingon a non-discretionary basis for a principal located outside the UnitedStates that is not giving an order to participate in the Tender Offer fromthe United States and who is not a U.S. Person. United Kingdom The communication of this Announcement and/or the Tender Offer Memorandumand any other documents or materials relating to the Tender Offer is notbeing made, and such documents and/or materials have not been approved, byan authorised person for the purposes of section 21 of the FinancialServices and Markets Act 2000 (the 'FSMA'). Accordingly, such documentsand/or materials are not being distributed to, and must not be passed onto, the general public in the United Kingdom. The communication of suchdocuments and/or materials is exempt from the restriction on financialpromotions under section 21 of the FSMA on the basis that it is onlydirected at and may be communicated to (1) those persons who are existingmembers or creditors of the Offeror or other persons within Article 43 ofthe Financial Services and Markets Act 2000 (Financial Promotion) Order2005, as amended, and (2) to any other persons to whom these documentsand/or materials may lawfully be communicated. France The Tender Offer is not being made, directly or indirectly, to the publicin the Republic of France ('France'). Neither this Announcement nor theTender Offer Memorandum nor any other documents or materials relating tothe Tender Offer has been or shall be distributed to the public in Franceand only (i) providers of investment services relating to portfoliomanagement for the account of third parties (personnes fournissant leservice d'investissement de gestion de portefeuille pour compte de tiers)and/or (ii) qualified investors (investisseurs qualifiés) other thanindividuals acting on their own account and all as defined in, and inaccordance with, Articles L.411-1, L.411-2 and D.411-1 of the French CodeMonétaire et Financier, are eligible to participate in the Tender Offer.This Announcement, the Tender Offer Memorandum and any other document ormaterial relating to the Tender Offer has not been and will not besubmitted for clearance to nor approved by the Autorité des marchésfinanciers. Italy None of the Tender Offer, this Announcement, the Tender Offer Memorandum orany other documents or materials relating to the Tender Offer have been orwill be submitted to the clearance procedure of the Commissione Nazionaleper le Società e la Borsa ('CONSOB') pursuant to Italian laws andregulations. The Tender Offer is being carried out in the Republic of Italy as exemptedoffers pursuant to article 101-bis, paragraph 3-bis of the LegislativeDecree No. 58 of 24 February 1998, as amended (the 'Financial ServicesAct') and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14May 1999, as amended. Qualifying Holders can tender some or all of their Notes pursuant to theTender Offer through authorised persons (such as investment firms, banks orfinancial intermediaries permitted to conduct such activities in Italy inaccordance with the Financial Services Act, CONSOB Regulation No. 16190 of29 October 2007, as amended from time to time, and Legislative Decree No.385 of September 1, 1993, as amended) and in compliance with applicablelaws and regulations or with requirements imposed by CONSOB or any otherItalian authority. Each intermediary must comply with the applicable laws and regulationsconcerning information duties vis-à-vis its clients in connection with theNotes or the Tender Offer. Russia Neither this Announcement, nor Tender Offer Memorandum nor informationcontained therein nor any other document or materials relating to theTender Offer is an offer, or an invitation to make offers, to sell,exchange or otherwise transfer securities in the Russian Federation to orfor the benefit of any Russian person or entity and does not constitute anadvertisement or offering of securities in the Russian Federation withinthe meaning of Russian securities laws. Information contained in thisAnnouncement, or Tender Offer Memorandum, or any other document ormaterials relating to the Tender Offer is not intended for any persons inthe Russian Federation who are not 'qualified investors' within the meaningof Article 51.2 of Federal Law No. 39-FZ 'On the Securities Market' dated22 April 1996, as amended (the 'Russian QIs') and must not be distributedor circulated into Russia or made available in Russia to any persons whoare not Russian QIs, unless and to the extent they are otherwise permittedto access such information under Russian law. Grand Duchy of Luxembourg Neither this Announcement nor the Tender Offer Memorandum has not beenapproved by and will not be submitted for approval to the LuxembourgFinancial Services Authority (Commission de Surveillance du SecteurFinancier) for purposes of a public offering or sale in the Grand Duchy ofLuxembourg. Accordingly, the Tender Offer may not be made to the public inthe Grand Duchy of Luxembourg, directly or indirectly, and neither thisAnnouncement nor Tender Offer Memorandum nor any other circular,prospectus, form of application, advertisement or other material may bedistributed or otherwise made available in or from, or published in, theGrand Duchy of Luxembourg except in circumstances which do not constitute apublic offer of securities to the public, subject to prospectusrequirements, in accordance with Luxembourg law of 10 July 2005 (asamended) on prospectuses for securities. General Neither this Announcement nor the Tender Offer Memorandum nor theelectronic transmission thereof constitutes an offer to buy or thesolicitation of an offer to sell Notes (and tenders of Notes for purchasepursuant to the Tender Offer will not be accepted from Qualifying Holders)in any circumstances in which such offer or solicitation is unlawful. Inthose jurisdictions where the securities, blue sky or other laws requirethe Tender Offer to be made by a licensed broker or dealer and any JointDealer Manager or any of its affiliates is such a licensed broker or dealerin any such jurisdiction, the Tender Offer shall be deemed to be made bysuch Joint Dealer Manager or such affiliate, as the case may be, on behalfof the Offeror in such jurisdiction. --------------------------------------------------------------------------- 25-Apr-2016 The EquityStory.RS, LLC Distribution Services include RegulatoryAnnouncements, Financial/Corporate News and Press Releases.Media archive at www.dgap.de/ukreg --------------------------------------------------------------------------- Language: English Company: PAO TMK 40/2a Pokrovka 105062 Moscow Russia Phone: +7 495 775-7600 Fax: +7 495 775-7601 E-mail: tmk@tmk-group.com Internet: tmk-group.com ISIN: US87260R2013 Category Code: MSCU TIDM: TMKS Sequence Number: 3111 Time of Receipt: 25-Apr-2016 / 13:37 CET/CEST End of Announcement EquityStory.RS, LLC News Service --------------------------------------------------------------------------- 457345 25-Apr-2016UK-Regulatory-announcement transmitted by DGAP - a service of EQS Group AG.The issuer is solely responsible for the content of this announcement.