Предложение о выкупе - ZHAIKMUNAI INTER REGS 7.125 13/11/19 (USN97716AA72)

Уважаемые клиенты, информируем вас о том, что в Депозитарий АО "АЛЬФА-БАНК" поступили информационные материалы из Euroclear Bank N.A.: "Предложение о выкупе" - ZHAIKMUNAI INTER REGS 7.125 13/11/19 (USN97716AA72), с целью доведения указанной информации до лиц, имеющих право на участие в данном корпоративном действии.*
--------------- EVENT DETAILS ------------------- UPDATE 01/08/2017: PAYMENT INFORMATION 1. DEBIT OF EXERCISED SECURITIES VALIDLY INSTRUCTED POSITION SHOULD BE DEBITED TO YOUR ACCOUNT IN THE REAL-TIME PROCESS DATED 01/08/2017. . EUCLID USERS: PLEASE REFER TO YOUR R23 REPORT. SWIFT USERS: PLEASE REFER TO YOUR MT 566. . 2. CREDIT OF CASH ENTITLEMENT CASH ENTITLEMENT SHOULD BE CREDITED IN THE NEXT OVERNIGHT BATCH PROCESS. . EUCLID USERS: PLEASE REFER TO YOUR R20 REPORT. SWIFT USERS: PLEASE REFER TO YOUR MT 566. . CASH BREAKDOWN . PRORATION FACTOR: NA . POOL FACTOR: NA . TENDER CONSIDERATION/PURCHASE PRICE: USD 986 PER MULTIPLE . TENDER PREMIUM/FEE: USD 40 PER MULTIPLE (FOR OPTION 1 AND 2) . CONSENT FEE: USD 4 PER MULTIPLE (FOR OPTION 1, 2 AND 3) . ACCRUED INTEREST: USD 15.23958 PER MULTIPLE . INTEREST RATE 7.125 PERCENT . NUMBER OF DAYS: 77 . CALCULATION METHOD: 77 PER 360 DAYS . END OF UPDATE .--------------------------------------------------------------- UPDATE 24/07/2017: PRELIMINARY TENDER RESULTS . THE AMOUNT OF BONDS VALIDLY TENDERED AND ACCEPTED BY THE EARLY PARTICIPATION DEADLINE IS . USD 390,634,000 ON THE 7.125 PER CENT NOTES, AND . USD 214,394,000 ON THE 6.375 PER CENT NOTES RESPECTIVELY, . A TOTAL AGGREGATE PRINCIPAL AMOUNT OF NOTES OF USD 605,028,000 HAS BEEN VALIDLY ACCEPTED FOR PURCHASE PURSUANT TO THE TENDER OFFERS. . INFORMATION AGENT: CITIBANK, N.A., LONDON BRANCH . PLEASE REFER TO THE DOCUMENTATION FOR MORE DETAILS . NOTE: .------ POSITIONS WILL REMAIN BLOCKED UNTIL FURTHER NOTICE OR UNTIL THE DEBIT OF POSITIONS. . END OF UPDATE. .------------- UPDATE 11/07/2017: AMENDMENT TO THE TERMS OF THE TENDER OFFER AND CONSENT SOLICITATION . THE OFFEROR ANNOUNCED A INCREASE IN THE TENDER OFFER CONSIDERATION . THE TENDER OFFER CONSIDERATION HAS INCREASED FROM USD 976 PER USD 1,000 TO USD 986 PER USD 1,000. . THE TOTAL TENDER CONSIDERATION HAS INCREASED TO USD 1,026 PER USD 1,000, PLUS A CONSENT PAYMENT OF USD 4 PER USD 1,000 . IF THE 7.125 PER CENT NOTES REQUIRED CONSENTS ARE NOT OBTAINED, THEN THE TENDER OFFER CONSIDERATION WILL FURTHER INCREASE BY USD 4 PER USD 1,000, SO THAT THE TENDER OFFER CONSIDERATION WILL INCREASE FROM THE INCREASED BASE FEE OF USD 986 PER USD 1,000 TO USD 990 PER USD 1,000. . THE TOTAL TENDER CONSIDERATION PER USD 1,000 PRINCIPAL AMOUNT VALIDLY TENDERED BY THE EARLY PARTICIPATION DEADLINE WOULD INCREASE TO USD 1,030 PER USD 1,000, BUT NO FURTHER CONSENT PAYMENT WOULD BE MADE ON THE 7.125 PER CENT NOTES. . NOTEHOLDERS WHO HAVE PREVIOUSLY TENDERED THEIR 7.125 PER CENT NOTES DO NOT NEED TO TAKE ANY FURTHER ACTION IN ORDER TO BE ELIGIBLE TO RECEIVE THE INCREASED TENDER OFFER CONSIDERATION OFFERED IN THE OFFERS. . THE OFFEROR ALSO ANNOUNCES CERTAINS AMENDMENTS TO THE PROPOSED AMENDMENTS AND WAIVER BEING SOUGHT AS PART OF THE OFFERS . PLEASE REFER TO THE DOCUMENTATION ON THE AGENT'S WEBSITE . END OF UPDATE. .-------------------------------------------------------------- UPDATE 07/07/201: ACTIONS TO BE TAKEN HAVE BEEN CONFIRMED . END OF UPDATE. .--------------------------------------------------------------- INFORMATION SOURCE: INFORMATION AGENT: . CITIBANK, N.A., LONDON BRANCH CITIGROUP CENTRE, CANADA SQUARE LONDON E14 5LB UNITED KINGDOM WEBSITE: HTTPS://DEBTXPORTAL.ISSUERSERVICES.CITIGROUP.COM TELEPHONE: + 44 (0) 207 508 3867 ATTENTION: EXCHANGE TEAM E-MAIL: EXCHANGE.GATS(AT)CITI.COM . GENERAL INFORMATION .------------------ THE OFFEROR INVITES EACH NOTEHOLDERS TO TENDER NOTES HELD BY IT FOR PURCHASE BY THE OFFEROR FOR CASH AND TO CONCURRENTLY CONSENT TO THE RELEVANT PROPOSED AMENDMENTS AND WAIVER . THE PROPOSED AMENDMENTS AND WAIVER ALIGN THE NOTES COVENANTS WITH THE COVENANTS THE OFFEROR INTENDS TO INCLUDE IN THE NEW NOTES AS DISCUSSED BELOW. THE NEW NOTES ARE BEING ISSUED TO EXTEND THE MATURITY PROFILE OF THE GROUP DEBT OF NOSTRUM OIL AND GAS PLC. . NOTEHOLDER MAY REQUEST A PRIORITY ALLOCATION PREFERENCE FOR A PRINCIPAL AMOUNT OF NEW NOTES THAT IS EQUAL TO OR LESS THAN THE AGGREGATE PRINCIPAL AMOUNT OF NOTES THAT ARE THE SUBJECT OF SUCH NOTEHOLDER'S TENDER AND PRIORITY ALLOCATION PREFERENCE INSTRUCTION . 1. TENDER AND CONSENT: BY INSTRUCTING TO TENDER, YOU CONSENT TO THE PROPOSED AMENDMENTS. YOU MAY ALSO CONSENT WITHOUT TENDERING YOUR NOTES BY THE EARLY PARTICIPATION DEADLINE . 2. CONDITIONS AND RESTRICTIONS: CERTAIN RESTRICTIONS APPLY FOR THE FOLLOWING COUNTRIES: UNITED KINGDOM, NETHERLANDS, KAZAKHSTAN, UNITED STATES . THESE RESTRICTIONS APPLY TO BENEFICIAL OWNERS . THE OFFER IS SUBJECT TO, AMONG OTHER THINGS, THE NEW FINANCING CONDITION AND THE GENERAL CONDITIONS . REQUISITE CONSENT: MAJORITY IN AGGREGATE PRINCIPAL AMOUNT OF THE OUTSTANDING NOTES . REFER TO THE OFFER DOCUMENTATION FOR THE COMPLETE CONDITIONS AND RESTRICTIONS OF THIS OFFER . ENTITLEMENT .---------- 1. PURCHASE PRICE: . . TENDER CONSIDERATION: USD 976 PER USD 1,000 . EARLY TENDER PAYMENT: USD 40 PER USD 1,000 . TOTAL CONSIDERATION: USD 1,016 PER USD 1,000 . . CONSENT PAYMENT: USD 4 PER USD 1,000 (PRINCIPAL AMOUNT OF NOTES TENDERED OR SUBMITTING A CONSENT ONLY INSTRUCTION BY THE EARLY PARTICIPATION DEADLINE) . 2. ACCRUED AND UNPAID INTEREST: ACCRUED AND UNPAID INTEREST WILL BE PAID UP TO, BUT NOT INCLUDING, THE SETTLEMENT DATE . 3. MINIMUM AGGREGATE ACCEPTANCE AMOUNT: THE OFFER IS CONDITIONAL ON A MINIMUM USD 300.0 MILLION AGGREGATE AMOUNT OF SECURITIES TENDERED (OR, IF LESSER, THE AGGREGATE PRINCIPAL AMOUNT OF THE NOTES TENDERED) . 4. TENDER CAP: AGGREGATE SETTLEMENT AMOUNT . AGGREGATE SETTLEMENT AMOUNT IS EXPECTED TO BE APPROXIMATELY THE AGGREGATE PRINCIPAL AMOUNT OF THE NEW NOTES ISSUED (SUBJECT TO REDUCTION FOR (A) THE PAYMENT OF TRANSACTION FEES AND EXPENSES AND (B) AMOUNTS RETAINED FOR GENERAL CORPORATE PURPOSES, PROVIDED, IN THE CASE OF THIS CLAUSE (B), SUCH AMOUNTS WILL NOT EXCEED USD 100.0 MILLION) . 5.PRORATION: . THE OFFEROR INTENDS TO PRIORITISE THE PURCHASE OF A MAJORITY OF EACH OF THE 6.375 PER CENT NOTES AND THE 7.125 PER CENT NOTES SUCH THAT THE REQUIRED CONSENTS ARE OBTAINED FOR BOTH SERIES. PROVIDED THAT THIS IS ACHIEVED OR IN THE EVENT THAT THE 6.375 PER CENT NOTES REQUIRED CONSENTS ARE NOT RECEIVED, THE OFFEROR INTENDS TO PURCHASE THE 7.125 PER CENT NOTES IN PRIORITY TO THE 6.375 PER CENT NOTES . IF THE PURCHASE OF ALL NOTES VALIDLY TENDERED IN THE OFFERS AT OR PRIOR TO THE EXPIRATION DEADLINE WOULD CAUSE THE AGGREGATE PRINCIPAL AMOUNT OF NOTES PURCHASED TO EXCEED THE AMOUNT OF NOTES THE OFFEROR DECIDES TO PURCHASE IN THE TENDER OFFERS, THEN THE TENDER OFFERS WILL BE OVERSUBSCRIBED. IF THE TENDER OFFERS ARE OVERSUBSCRIBED, THE OFFEROR WILL ACCEPT FOR PAYMENT SUCH TENDERED NOTES ON A PRO RATA BASIS ON THE AMOUNT OF NOTES TENDERED IN THE PARTICULAR SERIES THEY CHOOSE TO PURCHASE, WITH THE PRORATION FACTOR DEPENDING ON THE AGGREGATE PRINCIPAL AMOUNT OF NOTES VALIDLY TENDERED IN THE RELEVANT SERIES. IN THE EVENT ANY TENDERED NOTES ARE NOT ACCEPTED FOR PURCHASE DUE TO PRORATION, THEY WILL BE RETURNED OR CREDITED TO THE NOTEHOLDER'S ACCOUNT . IN THE EVENT OF ANY SUCH PRORATION, THE OFFEROR WILL ONLY ACCEPT TENDERS OF NOTES SUBJECT TO PRORATION TO THE EXTENT SUCH PRORATION WILL NOT RESULT IN THE RELEVANT NOTEHOLDER TRANSFERRING SUCH NOTES TO THE OFFEROR IN AN AGGREGATE NOMINAL AMOUNT OF LESS THAN THE MINIMUM DENOMINATION OF USUSD 200,000 OR WOULD LEAVE THE NOTEHOLDER WITH LESS THAN USUSD 200,000 OR WOULD LEAVE THE NOTEHOLDER WITH LESS THAN USUSD 200,000 OF NOTES IF NOT ZERO . IF PRORATION OF THE NOTES IS REQUIRED, THE OFFEROR WILL DETERMINE THE FINAL PRORATION FACTOR AS SOON AS PRACTICABLE AFTER THE EXPIRATION DEADLINE . 6. POOLFACTOR: NOT APPLICABLE
*АО "АЛЬФА-БАНК" не отвечает за полноту и достоверность информации, полученной от Euroclear Bank N.A.