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DGAP-Regulatory: TMK launches Tender Offer via CITI / JPM

PAO TMK / Miscellaneous 
TMK launches Tender Offer via CITI / JPM 
 
29-Oct-2015 / 10:51 CET/CEST 
Dissemination 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 STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS 
(INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), 
ANY STATE OF THE UNITED STATES, AND THE DISTRICT OF COLUMBIA (THE 'UNITED STATES') OR TO ANY U.S. PERSON (AS DEFINED IN 
REGULATION 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 OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. OTHER RESTRICTIONS APPLY 
(SEE 'OFFER AND DISTRIBUTION RESTRICTIONS' BELOW). 
 
29 October 2015 
 
TMK Capital S.A. (the 'Offeror') has today launched an invitation to eligible holders of the outstanding 
U.S.$500,000,000 7.75 per cent. loan participation notes due 2018 (the 'Notes') issued by, but with limited recourse to, 
the Offeror for the sole purpose of financing a loan to PAO TMK (the 'Borrower') further described in the table below, 
to tender their Notes for purchase by the Offeror for cash (the 'Tender Offer'). 
 
The Tender Offer is being made on the terms and subject to the conditions contained in the tender offer memorandum dated 
29 October 2015 (the 'Tender Offer Memorandum'). Capitalised terms used in this announcement but not otherwise defined 
have the meanings given to them in the Tender Offer Memorandum. 
 
Description of the   Common code/ISIN Outstanding         Listing      Minimum       Purchase Price Maximum Acceptance 
Notes                                 principal amount                 Purchase                     Amount 
                                                                       Price 
U.S.$500,000,000     058521159/       U.S.$500,000,000    London Stock U.S.$1,025    To be          U.S.$200,000,000 in 
7.75 per cent. Loan  XS0585211591                         Exchange     per           determined as  aggregate principal 
Participation Notes                                                    U.S.$1,000 in set out herein amount 
due 2018                                                               principal     pursuant to a 
                                                                       amount        modified Dutch 
                                                                                     auction 
                                                                                     procedure 
 
Rationale for the Tender Offer 
 
The purpose of the Tender Offer is to reduce the Group's U.S.$-denominated indebtedness. 
 
The Offeror has agreed with the Borrower to enter into a contractual arrangement with the Borrower under which the 
Borrower will prepay a portion of the Loan and the Offeror will procure the purchase of the Notes under the Tender 
Offer. The purchases of such Notes by the Offeror will be financed by the Borrower in the form of prepayment by the 
Borrower to the Offeror of the amounts in respect of such purchase, subject to the actual purchase of such Notes 
occurring. All Notes accepted for purchase under the Tender Offer will be cancelled and upon such cancellation a 
corresponding portion of the principal amount of the Loan to the Borrower (together with accrued 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 of U.S.$200,000,000 (the 'Maximum Acceptance 
Amount') although the Offeror (acting jointly with the Borrower) reserves the right, in its sole discretion, to purchase 
less than or more than the Maximum Acceptance Amount, subject to applicable law. 
 
Purchase Price 
 
The Offeror will pay for each U.S.$1,000 in principal amount of the Notes validly tendered and accepted by it for 
purchase pursuant to the Tender Offer a cash purchase price (the 'Purchase Price') as determined pursuant to the 
Modified Dutch Auction Procedure, as described below. In addition to the Purchase Price, the Offeror will also pay an 
amount equal to accrued and unpaid interest in respect of the Notes validly tendered and accepted for purchase by the 
Offeror. 
 
Modified Dutch Auction Procedure 
 
Under the Modified Dutch Auction Procedure, the Offeror will determine, in its sole discretion, following expiration of 
the Tender Offer, (i) the aggregate principal amount of Notes that it will accept for purchase pursuant to the Tender 
Offer (the 'Final Acceptance Amount'); and (ii) the Purchase Price for such Notes validly tendered and accepted for 
purchase, taking into account the aggregate principal amount of Notes so tendered and the Offer Prices at which such 
Notes are tendered (or deemed to be tendered, as set out below). 
 
The Purchase Price will represent the lowest price that will enable the Offeror to purchase an aggregate principal 
amount of Notes which equals the Final Acceptance Amount and shall either be the Minimum Purchase Price, or an increment 
of U.S.$1.25 per U.S.$1,000 in principal amount of Notes above 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 a Non-Competitive Offer (which does not specify an offer 
price, or which specifies an offer price lower than or equal to the Minimum Purchase Price) or a Competitive Offer 
(which specifies an offer price higher than the Minimum Purchase Price in increments of U.S.$1.25 per U.S.$1,000 
principal amount) 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) to extend, withdraw, terminate or amend the terms 
and conditions of the Tender Offer, as described in the Tender Offer Memorandum, the Offeror intends to purchase an 
aggregate principal amount of Notes up to the Maximum Acceptance Amount, subject to the right of the Offeror (acting 
jointly with the Borrower) to accept or reject Offers to Sell in its sole and absolute discretion. If the aggregate 
principal amount of Notes validly tendered at or below the Purchase Price is greater than the Final Acceptance Amount, 
the Offeror intends to accept Notes validly tendered for purchase at the Purchase Price on a pro rata basis, as further 
described in the Tender Offer Memorandum. 
 
Expected Timetable for the Tender Offer 
 
The expected timetable of events will be as follows: 
 
Events/Dates                                                                  Times and Dates 
Launch Date                                                                   29 October 2015 
Tender Offer announced. Tender Offer Memorandum available to Qualifying 
Holders upon request from the Tender Agent. Beginning of Tender Offer 
Period. 
Expiration Time and Expiration Date                                           4.00 p.m. (London time) on 9 November 2015 
Deadline for receipt by the Tender Agent of Electronic 
Instructions. End of Tender Offer Period. 
Qualifying Holders should note that Electronic Instructions must be 
submitted in accordance with the deadlines of the Clearing Systems, which 
will be before the Expiration time. 
Announcement of the results of the Tender Offer Announcement by the Offeror   10 November 2015 
of whether the Offeror will accept, subject to the Transaction Conditions 
being waived or satisfied, any Notes pursuant to the Tender Offer, and if so 
accepted, of the aggregate principal amount of Notes so accepted for 
purchase, the Purchase Price and the Scaling Factor (if applicable). 
Settlement Date                                                               Expected on 13 November 2015 
Settlement of the Tender Offer. 
 
General 
 
The complete terms and conditions of the Tender Offer are set forth in the Tender Offer Memorandum, which will be sent 
to Qualifying Holders at their request. Noteholders are urged to read the Tender Offer Memorandum carefully. 
 
The Borrower and the Offeror have retained Citigroup Global Markets Limited and J.P. Morgan Securities plc to act as 
Joint Dealer Managers for the Tender Offer. 
 
Operational Procedure Description 
 
In order to participate in the Tender Offer, Qualifying Holders must validly tender their Notes by delivering, or 
arranging to have delivered on their behalf, a valid Electronic Instruction that is received by the Tender Agent prior 
to 16:00 hours, London time, on 9 November 2015. Electronic Instructions must be submitted electronically in accordance 
with the procedures of the relevant Clearing System, and shall be irrevocable, according to the terms and conditions, 
contained in the Tender Offer Memorandum. 
 
If you need further information about the Tender Offer, please contact any of the Joint Dealer Managers or the Tender 
Agent. 
 
Contact Details: 
 
Any questions or requests relating to the procedures for submitting an Electronic Instruction may be directed to the 
Tender Agent. A Qualifying Holder may also contact the Joint Dealer Managers or such Qualifying Holder's custodian for 
assistance concerning the Tender Offer. 
 
THE JOINT DEALER MANAGERS 
 
Citigroup Global Markets Limited 
Citigroup Centre, Canada Square 
London E14 5LB 
United Kingdom 
 
Telephone: +44 20 7986 8969 
Email: liabilitymanagement.europe@citi.com 
Attention: Liability Management Group 
 
J.P. Morgan Securities plc 
25 Bank Street 
Canary Wharf 
London E14 5JP 
 
Telephone: +44 20 7134 2468 
Attention: Liability Management 
Email: em_europe_lm@jpmorgan.com 
 
THE TENDER AGENT 
 
Citibank, N.A., London Branch 
Citigroup Centre, Canada Square 
London E14 5LB 
United Kingdom 
 
Website: https://debtxportal.issuerservices.citigroup.com 
Attention: Exchange Team 
Telephone: +44 207 508 3867 
E-Mail: exchange.gats@citi.com 
 
THE OFFEROR 
 
TMK Capital S.A. 
2. Boulevard Konrad 
Adenauer 

(MORE TO FOLLOW) Dow Jones Newswires

October 29, 2015 05:51 ET (09:51 GMT)

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