ASTANA, KAZAKHSTAN--(Marketwire - Nov 2, 2012) -
Zhaikmunai International B.V. Announces Early Tender Results of its
Offer to Purchase any and all of Zhaikmunai LLP's outstanding 10.50%
Senior Notes due 2015
On October 19, 2012, Zhaikmunai International B.V. (the "Offeror"), which
is a subsidiary of Zhaikmunai L.P. (LSE : ZKM ) the oil and gas exploration
and production enterprise with assets in north-western Kazakhstan,
announced the commencement of a tender offer (the "Tender Offer") to
purchase for cash any and all of Zhaikmunai LLP's (the "Issuer")
outstanding 10.50% Senior Notes due 2015 (the "Notes"). The Tender Offer
is being made on the terms and subject to the conditions contained in
the Offer to Purchase dated October 19, 2012. Capitalized terms used
but not otherwise defined in this announcement shall have the meaning
given to them in the Offer to Purchase.
The Offeror is pleased to announce that, as of the Early Tender Date of
5:00 p.m., New York City time, on November 1, 2012, an aggregate
principal amount of Notes of approximately U.S.$348 million has been
validly tendered pursuant to the Tender Offer. As the Withdrawal
Deadline expired at 5:00 p.m., New York City time, on November 1, 2012,
all Notes validly tendered prior to the Early Tender Date may no longer
be withdrawn.
The Tender Offer is scheduled to expire at 5:00 p.m., New York City
time, on November 19, 2012, unless extended or earlier terminated (such
time and date, as the same may be extended, the "Expiration Date").
Subject to all conditions to the Tender Offer, including but not
limited to, the New Financing Condition, having been satisfied or
waived by the Offeror, Holders who have validly tendered their Notes at
or prior to the Early Tender Date and whose Notes are accepted for
purchase will be eligible to receive the "Total Consideration" of
U.S.$1,097.50 per U.S.$1,000 principal amount of Notes.
Holders still wishing to participate in the Tender Offer must validly
tender their Notes by the Expiration Date. Holders who validly tender
their Notes after the Early Tender Date but prior to the Expiration
Date and whose Notes are accepted for purchase will not receive the
Early Tender Premium, such Holders will be eligible to receive the
Tender Offer Consideration of U.S.$1,080 per U.S.$1,000 principal
amount of Notes.
The settlement of the Tender Offer is expected to occur on November 23,
2012.
The complete terms and conditions of the Tender Offer are described in
the Offer to Purchase, copies of which may be obtained by contacting
Citibank N.A., London branch,Citigroup Centre, Canada Square, Canary
Wharf, London, E14 5LB, which is acting as the tender agent for the
Tender Offer, at +44 207 508 3867. Citigroup Global Markets Limited,
Merrill Lynch International and VTB Capital plc are acting as joint
dealer managers for the Tender Offer (the "Joint Dealer Managers").
Questions regarding the terms of the Tender Offer may be directed to
Citigroup Global Markets Limited, Citigroup Centre, Canada Square,
Canary Wharf, London E14 5LB, United Kingdom, Attention: Liability
Management Group, at (800) 558-3745 (toll-free), (212) 723-6106
(collect) or +44 (0) 20 7986 8969 (London), Merrill Lynch
International, Merrill Lynch Financial Centre, 2 King Edward Street,
London EC1A 1HQ, United Kingdom,Attention: Liability Management - John
Cavanagh / Tommaso Gros-Pietro, at +44 207 995 3715 / +44 207 995 2324
/ +1 888 292 0070 / +1 646 855 3401 and/or VTB Capital plc,14 Cornhill
London EC3V 3ND, United Kingdom, at +44 203 334 8029 (tel) / +44 203
334 8980 (fax), Attention: Global Head of Syndicate.
This press release does not constitute or form part of any offer or
invitation to purchase, or any solicitation of any offer to sell, the
Notes or any other securities, nor shall it or any part of it, or the
fact of its release, form the basis of, or be relied on or in
connection with, any contract therefor. The Tender Offer is made only
by and pursuant to the terms of the Offer to Purchase and the related
Letter of Transmittal and the information in this press release is
qualified by reference to the Offer to Purchase and the related Letter
of Transmittal. None of the Offeror, the Issuer, the Joint Dealer
Managers, the trustee under the Notes or the tender and information
agent makes any recommendations as to whether holders should tender
their Notes pursuant to the Tender Offer.
Forward-Looking Statements
This press release, the Offer to Purchase and the documents
incorporated by reference into the Offer to Purchase contain certain
statements that are neither reported financial results nor other
historical information. These statements are forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These statements include information with respect to the
Offeror's financial condition, results of operations and businesses,
strategy, plans, objectives and the expected impact of this offer on
the foregoing. Words such as "anticipates", "expects", "should",
"intends", "plans", "believes", "outlook", "seeks", "estimates",
"targets", "may", "will", "continue", "project" and similar
expressions, as well as statements in the future tense, identify
forward-looking statements.
This press release contain forward-looking statements. All statements
other than statements of historical facts included in this press
release, including, without limitation, those which reflect our current
views or, as appropriate, those of our directors, with respect to
financial performance, business strategy, plans and objectives of
management for future operations (including development plans relating
to our business) are forward looking statements. These forward-looking
statements relate to Offeror and the sectors and industries in which it
operates. Statements that include the words "expects", "intends",
"plans", "believes", "anticipates", "will", "targets",
"may", "would", "could", "continue" and similar statements of a
future or forward-looking nature identify forward-looking statements
for purposes of the U.S. federal securities laws or otherwise.
All forward-looking statements included in this press release involve
known and unknown risks and uncertainties. Accordingly, there are or
will be important factors that could cause the Group's actual results,
performance or achievements to differ materially from those indicated
in these statements, including, among others, the following:
. volatility and future decreases in crude oil, gas, refined
products and other commodity world prices and related fluctuations in
demand for such products;
. operational limitations, including equipment failures, labour
disputes and processing limitations;
. unplanned events or accidents affecting the Group's operations
or facilities, including the gas treatment facility;
. cancellation, delay, non-completion and cost overruns in
relation to the Group's future projects;
. the availability or cost of transportation routes and traders'
fees charged for arranging transportation;
. the inability of the Group to accurately predict its future
decommissioning liabilities;
. the uncertainty and expense inherent in the Group's appraisal
and exploration projects;
. changes in governmental laws and regulation, including
unfavourable tax laws, regulatory changes affecting the availability of
permits and licences, and governmental actions that may affect
operations or the Group's planned expansion;
. the availability of debt and other financing;
. the ability of the Group to retain and hire qualified personnel
and consultants;
. unfavourable changes in economic, social or political
conditions in Kazakhstan and adverse sovereign action by the
Government;
. incidents or conditions affecting the export of crude oil and
gas;
. lower than estimated or expected crude oil and gas reserves,
quality and production volumes; and
. reservoir performance, drilling results and implementation of
the Group's oil expansion plans.
Any forward-looking statements in these materials reflect our current
views with respect to future events and are subject to these and other
risks, uncertainties and assumptions relating to the Offeror's
operations, results of operations, growth strategy and liquidity.
Any forward-looking statements speak only as at the date of this press
release. We undertake no obligation to update publicly or review any
forward-looking statement, whether as a result of new information,
future developments or otherwise.
# # #
Further Enquires:
Zhaikmunai LLP - Investor Relations
Bruno G. Meere Email: investor_relations@zhaikmunai.com
Kirsty Hamilton-Smith Tel: + 44 (0) 1624 68 21 79
Pelham Bell Pottinger
Philip Dennis + 44 (0) 207 861 32 32
Elena Dobson
Offer And Distribution Restrictions:
This announcement and the Offer to Purchase do not constitute an offer
to buy or the solicitation of an offer to sell the Notes in any
jurisdiction in which such offer or solicitation is unlawful, and
offers to sell by holders of Notes originating from any jurisdiction in
which such offer or solicitation is unlawful will be rejected. In those
jurisdictions where the securities laws or other laws require the Offer
to Purchase to be made by a licensed broker or dealer, the Offer to
Purchase shall be deemed to be made on behalf of the Offeror by one or
more registered brokers or dealers licensed under the laws of such
jurisdiction. Neither the delivery of this announcement or the Offer to
Purchase nor any purchase of Notes shall, under any circumstances,
create any implication that there has been no change in the affairs of
the Offeror, Zhaikmunai LLP or the guarantors of the Notes since the
date hereof, or that the information herein is correct as of any time
subsequent to the date hereof.
This announcement does not constitute and shall not, in any
circumstances, constitute a public offering nor an invitation to the
public in connection with any offer within the meaning of the Directive
2010/73/EU of the Parliament and Council of November 4, 2003 as
implemented by the Member States of the European Economic Area (the
"Prospectus Directive").
Belgium. In Belgium, neither this announcement, the Offer to Purchase
nor the Tender Offer is being made, directly or indirectly, to, or for
the account of, any person other than "qualified investors" within the
meaning of Article 6, paragraph 3 of the Law of April 1, 2007 on public
takeover bids (Loi relative aux offres publiques d'acquisition / Wet op
de openbare overnamebiedingen) referring to Article 10 of the Law of
June 16, 2006 on the public offering of securities and the admission of
securities to trading on regulated markets (Loi relative aux offres
publiques d'instruments de placement et aux admissions d'instruments de
placement a la negociation sur des marches reglementes / Wet op de
openbare aanbieding van beleggingsinstrumenten en de toelating van
beleggingsinstrumenten tot de verhandeling op een gereglementeerde
markt) and the Tender Offer does not therefore constitute a public
takeover bid pursuant to Article 6, paragraph 3, 2degrees of the Law of
April
1, 2007 on public takeover bids. Accordingly, neither this
announcement, the Offer to Purchase nor any other documents or
materials relating to the Tender Offer have been or will be submitted
for approval or recognition to the Belgian Financial Services and
Markets Authority (Autorite des Services et Marches Financiers /
Autoriteit voor Financiele Diensten en Markten) and hence the Tender
Offer may not be advertised and neither this announcement, the Offer to
Purchase nor any other memorandum, information circular, brochure or
similar document relating to the Tender Offer may be distributed or
made available, directly or indirectly, to any person in Belgium other
than to "qualified investors" within the meaning of Article 10 of the
Belgian Law of June 16, 2006, acting for their own account. Insofar as
Belgium is concerned, this announcement and the Offer to Purchase have
been issued only for the personal use of qualified investors and
exclusively for the purpose of the Tender Offer. Accordingly, the
information contained in this announcement or the Offer to Purchase may
not be used for any other purpose or disclosed to any other person in
Belgium.
France. The Tender Offer is not being made, directly or indirectly, to
the public in the Republic of France. Neitherthis announcement, the
Offer to Purchase nor any other document or material relating to the
Tender Offer has been or shall be distributed to the public in France
and only qualified investors (investisseurs qualifies), other than
individuals, acting for their own account, all as defined in, and in
accordance with, Articles L.411-2 and D.411-1 to D.411-3 of the French
Code monetaire et financier, are eligible to participate in the Tender
Offer. This announcement and the Offer to Purchase have not been and
will not be submitted for clearance to nor approved by the Autorite des
Marches Financiers.
Italy. None of the Tender Offer, this announcement, the Offer to
Purchase or any other document or materials relating to the Tender
Offer have been or will be submitted to the clearance procedures of the
Commissione Nazionale per le Societa e la Borsa ("CONSOB") pursuant to
Italian laws and regulations. The Tender Offer is being carried out in
Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis
of the Legislative Decree No. 58 of 24 February 1998, as amended (the
"Financial Services Act") and article 35-bis, paragraph 4 and article
35-bis, paragraph 7 of CONSOB Regulation No. 11971 of 14 May 1999, as
amended. Holders or beneficial owners of the Notes that are resident or
located in Italy may tender Notes for purchase through authorized
persons (such as investment firms, banks or financial intermediaries
permitted to conduct such activities in Italy in accordance with the
Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007,
as amended, and Legislative Decree No. 385 of 1 September 1993, as
amended) and in compliance with any other applicable laws and
regulations or with any requirements imposed by CONSOB or any other
Italian authority.
Switzerland. Neither this announcement, the Offer to Purchase nor any
other offering or marketing material relating to the Notes constitutes
a prospectus as such term is understood pursuant to article 652a or
article 1156 of the Swiss Federal Code of Obligations or a listing
prospectus within the meaning of the listing rules of the SIX Swiss
Exchange. Accordingly, the investor protection rules otherwise
applicable to investors in Switzerland do not apply to the Offers. When
in doubt, investors based in Switzerland are recommended to contact
their legal, financial or tax adviser with respect to the Tender Offer.
United Kingdom. This announcement, the Offer to Purchase and any other
documents or materials relating to the Tender Offer have not been
approved by an authorized person for the purposes of Section 21 of the
Financial Services and Markets Act 2000. Accordingly, such documents
and/or materials are not being distributed to, and must not be passed
on to, the general public in the United Kingdom. The communication of
such documents and/or materials is only being distributed to and is
only directed at persons who are outside the United Kingdom, or
investment professionals (as defined in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order") or within Article 43(2) of the Order, or high net worth
companies, and other persons to whom it may awfully be communicated,
falling within Article 49(2)(a) to (d) of the Order, or to other
persons to whom it may lawfully be communicated in accordance with the
Order (all such persons together being referred to as "relevant
persons"). The Tender Offer is only available to, and the Tender Offer
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.
United States. The delivery of this announcement or the Offer to
Purchase will not under any circumstances create any implication that
the information contained herein or incorporated by reference herein is
correct as of any time subsequent to the date hereof or, if
incorporated by reference, the date such information was made publicly
available or that there has been no change in the information set forth
herein or incorporated by reference herein or in the affairs of the
Issuer or any of the Issuer's affiliates since the date hereof or, if
incorporated by reference, the date such information was made publicly
available.
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