DJ 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)
L-1115 Luxembourg
Grand Duchy of Luxembourg
THE BORROWER
PAO TMK
40, Bld. 2A, Pokorovka Street,
105062 Moscow,
Russian Federation
OFFER AND DISTRIBUTION RESTRICTIONS
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OR IN ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.
United States
The Tender Offer is not being made and will not be made, directly or indirectly, in or into, or by use of the mails of,
or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities
exchange of, the United States or to, or for the account of benefit of, any U.S. person. This includes, but is not
limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic
communication. Accordingly, copies of this Announcement and/or the Tender Offer Memorandum and any other documents or
materials relating to the Tender Offer is not being, and must not be, directly or indirectly, mailed or otherwise
transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into
the United States or to, or for the account of benefit of, a U.S. Person and the Notes cannot be tendered in the Tender
Offer by any such use, means, instrumentality or facility or from or within or by persons located or resident in the
United States or by any U.S. Person or any person acting for the account or benefit of a U.S. Person. Any purported
tender of Notes in the Tender Offer resulting directly or indirectly from a violation of these restrictions will be
invalid and any purported tender of Notes made by a person located in the United States, a U.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 a
non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not
be accepted.
Each holder of Notes participating in the Tender Offer will represent that it is not a U.S. Person, is not located in
the United States and is not participating in the Tender Offer from the United States, or it is acting on a
non-discretionary basis for a principal located outside the United States that is not giving an order to participate in
the Tender Offer from the United States and who is not a U.S. Person.
United Kingdom
The communication of this Announcement and/or the Tender Offer Memorandum and any other documents or materials relating
to the Tender Offer is not being made, and such documents and/or materials have not been approved, by an authorised
person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the 'FSMA'). 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 exempt from the restriction on financial promotions
under section 21 of the FSMA on the basis that it is only directed at and may be communicated to (1) persons who have
professional experience in matters relating to investments, being investment professionals as defined in Article 19 of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the 'FPO'); (2) persons who fall within
Article 49 of the FPO ('high net worth companies, unincorporated associations etc.'); or (3) any other persons to whom
these documents and/or materials may lawfully be communicated. Any investment or investment activity to which this
Announcement and/or the Tender Offer Memorandum relates is available only to such persons or will be engaged only with
such persons and other persons should not rely on it.
France
The Tender Offer is not being made, directly or indirectly, to the public in the Republic of France ('France'). Neither
this Announcement nor the Tender Offer Memorandum nor any other documents or materials relating to the Tender Offer has
been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio
management for the account of third parties (personnes fournissant le service d'investissement de gestion de
portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals
acting on their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the
French Code Monétaire et Financier, are eligible to participate in the Tender Offer. This Announcement, the Tender Offer
Memorandum and any other document or material relating to the Tender Offer has not been and will not be submitted for
clearance to nor approved by the Autorité des marchés financiers.
Italy
None of the Tender Offer, this Announcement, the Tender Offer Memorandum or any other documents or materials relating to
the Tender Offer have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e
la Borsa ('CONSOB') pursuant to Italian laws and regulations.
The Tender Offer is being carried out in the Republic of Italy as exempted offers 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 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.
Qualifying Holders can tender some or all of their Notes pursuant to the Tender Offer through authorised 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 from time to time, and
Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or
with requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its
clients in connection with the Notes or the Tender Offer.
Russia
Neither this Announcement, nor Tender Offer Memorandum nor information contained therein nor any other document or
materials relating to the Tender Offer is an offer, or an invitation to make offers, to sell, exchange or otherwise
transfer securities in the Russian Federation to or for the benefit of any Russian person or entity and does not
constitute an advertisement or offering of securities in the Russian Federation within the meaning of Russian securities
laws. Information contained in this Announcement, or Tender Offer Memorandum, or any other document or materials
relating to the Tender Offer is not intended for any persons in the Russian Federation who are not 'qualified investors'
within the meaning of Article 51.2 of Federal Law No. 39-FZ 'On the Securities Market' dated 22 April 1996, as amended
(the 'Russian QIs') and must not be distributed or circulated into Russia or made available in Russia to any persons who
are not Russian QIs, unless and to the extent they are otherwise permitted to access such information under Russian law.
Grand Duchy of Luxembourg
Neither this Announcement nor the Tender Offer Memorandum has not been approved by and will not be submitted for
approval to the Luxembourg Financial Services Authority (Commission de Surveillance du Secteur Financier) for purposes
of a public offering or sale in the Grand Duchy of Luxembourg. Accordingly, the Tender Offer may not be made to the
public in the Grand Duchy of Luxembourg, directly or indirectly, and neither this Announcement nor Tender Offer
Memorandum nor any other circular, prospectus, form of application, advertisement or other material may be distributed
or otherwise made available in or from, or published in, the Grand Duchy of Luxembourg except in circumstances which do
not constitute a public offer of securities to the public, subject to prospectus requirements, in accordance with
Luxembourg law of 10 July 2005 (as amended) on prospectuses for securities.
General
Neither this Announcement nor the Tender Offer Memorandum nor the electronic transmission thereof constitutes an offer
to buy or the solicitation of an offer to sell Notes (and tenders of Notes for purchase pursuant to the Tender Offer
will not be accepted from Qualifying Holders) in any circumstances in which such offer or solicitation is unlawful. In
those jurisdictions where the securities, blue sky or other laws require the Tender Offer to be made by a licensed
broker or dealer and the Joint Dealer Managers or any of its affiliates is such a licensed broker or dealer in any such
jurisdiction, the Tender Offer shall be deemed to be made by the Joint Dealer Managers or such affiliate, as the case
may be, on behalf of the Offeror in such jurisdiction.
29-Oct-2015 The EquityStory.RS, LLC Distribution Services include Regulatory Announcements, Financial/Corporate News and
Press Releases.
Media archive at www.dgap.de/ISIN
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-2015
(END) Dow Jones Newswires
October 29, 2015 05:51 ET (09:51 GMT)
