29 Oct 2015 09:51
PAO TMK / MiscellaneousTMK launches Tender Offer via CITI / JPM 29-Oct-2015 / 10:51 CET/CESTDissemination of a Regulatory Announcement, transmitted byEquityStory.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 AND DISTRIBUTION RESTRICTIONS' BELOW). 29 October 2015 TMK Capital S.A. (the 'Offeror') has today 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') further described in the table below, to tender theirNotes for purchase by the Offeror for cash (the 'Tender Offer'). The Tender Offer is being made on the terms and subject to the conditionscontained in the tender offer memorandum dated 29 October 2015 (the 'TenderOffer Memorandum'). Capitalised terms used in this announcement but nototherwise defined have the meanings given to them in the Tender OfferMemorandum. Description of Com- Outs- Lis- Minimum Purchase Price Maximumthe Notes mon tand- ting Purchase Acceptance code/ ing Price Amount ISIN prin- cipal amount U.S.$500,000- 0585 U.S.$ Lond U.S.$1,025 To be determined as U.S.$200,,000 7.75 per 21159/500,0 on per set out herein 000,000cent. Loan XS05 00,000 Stock U.S.$1,000 pursuant to a inParticipation 8521 Exch in modified Dutch aggregateNotes due 2018 1591 ange principal auction procedure principal amount amount Rationale for the Tender Offer The purpose of the Tender Offer is to reduce the Group's U.S.$-denominatedindebtedness. The Offeror has agreed with the Borrower to enter into a contractualarrangement with the Borrower under which the Borrower will prepay aportion of the Loan and the Offeror will procure the purchase of the Notesunder the Tender Offer. The purchases of such Notes by the Offeror will befinanced by the Borrower in the form of prepayment by the Borrower to theOfferor of the amounts in respect of such purchase, subject to the actualpurchase of such Notes occurring. All Notes accepted for purchase under theTender Offer will be cancelled and upon such cancellation a correspondingportion of the principal amount of the Loan to the Borrower (together withaccrued interest) shall be deemed to have been repaid by the Borrower. Maximum Acceptance Amount The Offeror proposes to purchase up to an aggregate principal amount ofU.S.$200,000,000 (the 'Maximum Acceptance Amount') although the Offeror(acting jointly with the Borrower) reserves the right, in its solediscretion, to purchase less than or more than the Maximum AcceptanceAmount, subject to applicable law. Purchase Price The Offeror will pay for each U.S.$1,000 in principal amount of the Notesvalidly tendered and accepted by it for purchase pursuant to the TenderOffer a cash purchase price (the 'Purchase Price') as determined pursuantto the Modified Dutch Auction Procedure, as described below. In addition tothe Purchase Price, the Offeror will also pay an amount equal to accruedand unpaid interest in respect of the Notes validly tendered and acceptedfor purchase by the Offeror. Modified Dutch Auction Procedure Under the Modified Dutch Auction Procedure, the Offeror will determine, inits sole discretion, following expiration of the Tender Offer, (i) theaggregate principal amount of Notes that it will accept for purchasepursuant to the Tender Offer (the 'Final Acceptance Amount'); and (ii) thePurchase Price for such Notes validly tendered and accepted for purchase, taking into account the aggregate principal amount of Notes so tendered andthe Offer Prices at which such Notes are tendered (or deemed to betendered, as set out below). The Purchase Price will represent the lowest price that will enable theOfferor to purchase an aggregate principal amount of Notes which equals theFinal Acceptance Amount and shall either be the Minimum Purchase Price, oran increment of U.S.$1.25 per U.S.$1,000 in principal amount of Notesabove the Minimum Purchase Price. The Purchase Price will apply to all Notes accepted for purchase. Electronic Instructions may be submitted in the form of either aNon-Competitive Offer (which does not specify an offer price, or whichspecifies an offer price lower than or equal to the Minimum Purchase Price)or a Competitive Offer (which specifies an offer price higher than theMinimum Purchase Price in increments of U.S.$1.25 per U.S.$1,000 principalamount) as further described in the Tender Offer Memorandum. Acceptance of the Notes and Scaling Subject to the right of the Offeror (acting jointly with the Borrower) toextend, withdraw, terminate or amend the terms and conditions of the TenderOffer, as described in the Tender Offer Memorandum, the Offeror intends topurchase an aggregate principal amount of Notes up to the MaximumAcceptance Amount, subject to the right of the Offeror (acting jointly withthe Borrower) to accept or reject Offers to Sell in its sole and absolutediscretion. If the aggregate principal amount of Notes validly tendered ator below the Purchase Price is greater than the Final Acceptance Amount,the Offeror intends to accept Notes validly tendered for purchase at thePurchase Price on a pro rata basis, as further described in the TenderOffer Memorandum. Expected Timetable for the Tender Offer The expected timetable of events will be as follows: Events/Dates Timesand Dates Launch Date 29 October 2015Tender Offer announced. Tender Offer Memorandum available toQualifying Holders upon request from the Tender Agent.Beginning of Tender Offer Period. Expiration Time and Expiration Date 4.00p.m. (London time) onDeadline for receipt by the Tender Agent of Electronic 9 November 2015Instructions. End of Tender Offer Period. Qualifying Holders should note that Electronic Instructionsmust be submitted in accordance with the deadlines of theClearing Systems, which will be before the Expiration time. Announcement of the results of the Tender Offer Announcement by 10the Offeror of whether the Offeror will accept, subject to the NovemberTransaction Conditions being waived or satisfied, any Notes 2015pursuant to the Tender Offer, and if so accepted, of theaggregate principal amount of Notes so accepted for purchase,the Purchase Price and the Scaling Factor (if applicable). Settlement Date Expected on 13 NovemberSettlement of the Tender Offer. 2015 General The complete terms and conditions of the Tender Offer are set forth in theTender Offer Memorandum, which will be sent to Qualifying Holders at theirrequest. Noteholders are urged to read the Tender Offer Memorandumcarefully. The Borrower and the Offeror have retained Citigroup Global Markets Limitedand J.P. Morgan Securities plc to act as Joint Dealer Managers for theTender Offer. Operational Procedure Description In order to participate in the Tender Offer, Qualifying Holders mustvalidly tender their Notes by delivering, or arranging to have delivered ontheir behalf, a valid Electronic Instruction that is received by the TenderAgent prior to 16:00 hours, London time, on 9 November 2015. ElectronicInstructions must be submitted electronically in accordance with theprocedures of the relevant Clearing System, and shall be irrevocable,according to the terms and conditions, contained in the Tender OfferMemorandum. If you need further information about the Tender Offer, please contact anyof the Joint Dealer Managers or the Tender Agent. Contact Details: Any questions or requests relating to the procedures for submitting anElectronic Instruction may be directed to the Tender Agent. A QualifyingHolder may also contact the Joint Dealer Managers or such QualifyingHolder's custodian for assistance concerning the Tender Offer. THE JOINT DEALER MANAGERS Citigroup Global Markets Limited Citigroup Centre, Canada SquareLondon E14 5LB United Kingdom Telephone: +44 20 7986 8969Email: liabilitymanagement.europe@citi.comAttention: Liability Management Group 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 Citibank, N.A., London BranchCitigroup Centre, Canada SquareLondon E14 5LBUnited Kingdom Website: https://debtxportal.issuerservices.citigroup.comAttention: Exchange TeamTelephone: +44 207 508 3867E-Mail: exchange.gats@citi.com THE OFFEROR TMK Capital S.A.2. Boulevard KonradAdenauerL-1115 LuxembourgGrand Duchy of Luxembourg THE BORROWER PAO TMK40, Bld. 2A, Pokorovka Street, 105062 Moscow, Russian Federation OFFER AND DISTRIBUTION 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) persons who have professionalexperience in matters relating to investments, being investmentprofessionals as defined in Article 19 of the Financial Services andMarkets Act 2000 (Financial Promotion) Order 2005 (the 'FPO'); (2) personswho fall within Article 49 of the FPO ('high net worth companies,unincorporated associations etc.'); or (3) any other persons to whom thesedocuments and/or materials may lawfully be communicated. Any investment orinvestment activity to which this Announcement and/or the Tender OfferMemorandum relates is available only to such persons or will be engagedonly with such persons and other persons should not rely on it. 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 the JointDealer Managers or any of its affiliates is such a licensed broker ordealer in any such jurisdiction, the Tender Offer shall be deemed to bemade by the Joint Dealer Managers or such affiliate, as the case may be, onbehalf of the Offeror in such jurisdiction. --------------------------------------------------------------------- 29-Oct-2015 The EquityStory.RS, LLC Distribution Services includeRegulatory Announcements, 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: MSC TIDM: TMKS Sequence Number: 2886 Time of Receipt: 29-Oct-2015 / 10:49 CET/CEST End of Announcement EquityStory.RS, LLC News Service --------------------------------------------------------------------- 406699 29-Oct-2015UK-Regulatory-announcement transmitted by DGAP - a service of EQS Group AG.The issuer is solely responsible for the content of this announcement.