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