PAO TMK / Miscellaneous - Urgent Priority TMK Launches Tender Offer via Alfa Capital / Citi / JPM 13-Apr-2016 / 13:04 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. TMK LAUNCHES TENDER OFFER VIA ALFA CAPITAL / CITI / JPM 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). 13 April 2016 TMK Capital S.A. (the 'Offeror') has today launched an invitation to eligible holders of the U.S.$500,000,000 7.75 per cent. loan participation notes due 2018 of which U.S.$408,820,000 remain outstanding (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 13 April 2016 (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 principal Listing Purchase Price Maximum Acceptance Notes amount Amount U.S.$500,000,000 7.75 058521159/ U.S.$408,820,000 London Stock U.S.$1,047.50 per U.S.$200,000,000 in per cent. Loan XS0585211591 Exchange U.S.$1,000 in aggregate principal Participation Notes principal amount amount due 2018 Rationale for the Tender Offer The purpose of the Tender Offer is to reduce the Group's U.S. Dollar-denominated indebtedness and extend its maturity profile. The source of funding of the Tender Offer will be cash generated from operating activities of the Group and borrowings. 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 equal to U.S.$1,047.50. 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. 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 the Purchase Price is greater than the Maximum Acceptance Amount, the Offeror intends to accept Notes validly tendered for purchase 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 13 April 2016 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 22 April 2016 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 25 April 2016 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 and the Scaling Factor (if applicable). Settlement Date Expected on 28 April 2016 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 Alfa Capital Holdings (Cyprus) Limited, 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 4.00 p.m. (London time), on 22 April 2016. 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 Alfa Capital Holdings (Cyprus) Limited Themistokli Dervi 5 Elenion Building, 2nd Floor P.C. 1066, Nicosia, Cyprus Telephone: +357 22470900 Email: dhadjisavvas@alfacapital.com.cy Attention: Dinos Hadjisavvas 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 Lucid Issuer Services Limited Tankerton Works 12 Argyle Walk London WC1H 8HA Tel: +44 20 7704 0880 Attention: Thomas Choquet Email: tmk@lucid-is.com THE OFFEROR TMK Capital S.A. 2. Boulevard Konrad Adenauer 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
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April 13, 2016 07:04 ET (11:04 GMT)
