ISLE OF MAN -- (Marketwire) -- 10/19/12 --
Zhaikmunai International B.V. Commences Tender Offerfor any and all of Zhaikmunai LLP's outstanding 10.50% Senior Notes due2015
Kazakhstan - October 19, 2012 - Zhaikmunai International B.V. (the"Offeror"), which is a subsidiary of Zhaikmunai L.P. (LSE: ZKM) the oiland gas exploration and production enterprise with assets innorth-western Kazakhstan, announces today the commencement of a tenderoffer (the "Tender Offer") to purchase for cash any and all ofZhaikmunai LLP's (the "Issuer") outstanding 10.50% Senior Notes due2015 (the "Notes"). The Tender Offer is being made pursuant to an offerto purchase dated today (the "Offer to Purchase"), which sets forth amore comprehensive description of the terms of the Tender Offer.Capitalized terms used but not otherwise defined in this press releaseshall have the meanings given to them in the Offer to Purchase. Thetable below sets forth information with respect to the Notes and theTender Offer.
Issuer Title CUSIP Principal Amount Tender Early Total of of and Amount subject Offer Tender Consid-Security Security ISIN Outst- to the Consid- Premium eration Numbers anding Tender eration (1) (1) Offer (1)Zhaik- 10.50% Regul- US$ Any US$ US$ US$munai Senior ation 450,000,000 and 1,080 17.50 1,097.50LLP Notes S Notes: all due 2015 CUSIP N97708AA4 ISIN Number USN97708AA49 Rule 144A Notes: CUSIP 98951QAA3 ISIN Number US98951QAA31(1) Per U.S.$1,000 principal amount of Notes validly tendered andaccepted for purchase.
The Offeror also announces today its intention to raise newDollar-denominated bond financing guaranteed on a senior basis byZhaikmunai L.P. and all its subsidiaries other than the Offeror, onterms satisfactory to it (the "New Notes"). The purpose of the TenderOffer and the contemplated issue of the New Notes is to take advantageof current favourable conditions in the debt capital markets and toextend the Group's debt maturity profile.
Whether the Offeror will accept for purchase Notes validly tendered inthe Tender Offer is subject, amongst other conditions, to the raisingby the Offeror of new Dollar-denominated bond financing, on termssatisfactory to the Offeror (the "New Financing Condition"). TheOfferor is not soliciting consents from holders of Notes in connectionwith the Tender Offer.
The Tender Offer is scheduled to expire at 5:00 p.m., New York Citytime, on November 19, 2012, unless extended or earlier terminated (suchtime and date, as the same may be extended, the "Expiration Date").Subject to all conditions to the Tender Offer, including but notlimited to, the New Financing Condition, having been satisfied orwaived by the Offeror, Holders who validly tender (and do not validlywithdraw) their Notes at or prior to 5:00 p.m., New York City time, onNovember 1, 2012, unless extended or earlier terminated (such time anddate, as the same may be extended, the "Early Tender Date") and whoseNotes are accepted for purchase will be eligible to receive the "TotalConsideration" of U.S.$1,097.50 per U.S.$1,000 principal amount ofNotes.
