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DGAP-Regulatory: TMK Announces Tender Offer Results via Alfa Capital / CITI / JPM

PAO TMK / Miscellaneous - Urgent Priority 
TMK Announces Tender Offer Results via Alfa Capital / CITI / JPM 
 
25-Apr-2016 / 13:38 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 RESTRICTIONS' BELOW). 
 
25 April 2016 
 
TMK ANNOUNCES TENDER OFFER RESULTS 
 
On 13 April 2016 TMK Capital S.A. (the 'Offeror') 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') to tender their Notes for purchase by 
the Offeror for cash (the 'Tender Offer'). 
 
Capitalised terms used in this announcement but not otherwise defined have the meanings given to them in the Tender 
Offer Memorandum dated 13 April 2016 (the 'Tender Offer Memorandum'). 
 
The Tender Offer expired at 4:00 p.m. (London time) on 22 April 2016. As at the Expiration Time, an aggregate nominal 
amount of Notes equal to U.S.$177,453,000 has been validly tendered in the Tender Offer. The Offeror hereby announces 
that it has accepted for purchase an aggregate principal amount of Notes equal to U.S.$177,453,000 as set out in the 
table below: 
 
Description of the Notes Common code/ISIN     Outstanding principal    Aggregate principal      Outstanding principal 
                                              amount on launch of the  amount of Notes Accepted amount following 
                                              Tender Offer             for Purchase             settlement of the Tender 
                                                                                                Offer 
U.S.$500,000,000 7.75    058521159/           U.S.$408,820,000         U.S.$177,453,000         U.S.$231,367,000 
per cent. Loan           XS0585211591 
Participation Notes due 
2018 
 
All the Notes validly tendered for purchase have been accepted in full without pro-ration. 
 
The Offeror will also pay the Accrued Interest Amount in respect of all Notes accepted for purchase. 
 
The expected Settlement Date for the Tender Offer is 28 April 2016. 
 
Contact Details: 
 
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 
 
Attention: Liability Management Group 
Telephone: +44 20 7986 8969 
Email: liabilitymanagement.europe@citi.com 
 
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, Pokrovka Street, 
105062 Moscow, 
Russian Federation 
 
OFFER 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) those persons who 
are existing members or creditors of the Offeror or other persons within Article 43 of the Financial Services and 
Markets Act 2000 (Financial Promotion) Order 2005, as amended, and (2) to any other persons to whom these documents 
and/or materials may lawfully be communicated. 
 
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 

(MORE TO FOLLOW) Dow Jones Newswires

April 25, 2016 07:38 ET (11:38 GMT)

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