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.
Holders who validly tender their Notes after the Early Tender Date butat or prior to the Expiration Date and whose Notes are accepted forpurchase will be eligible to receive the "Tender Offer Consideration"of U.S.$1,080 per U.S.$1,000 principal amount of Notes.
In addition to the Total Consideration or the Tender OfferConsideration, as applicable, Holders whose Notes are accepted forpurchase will be eligible to receive accrued and unpaid interest fromand including the most recent interest payment date for the Notes to,but not including, the Settlement Date, which is expected to occur onNovember 23, 2012.
Tendering Holders who wish to tender their Notes and subscribe for theNew Notes should quote a unique identifier code (the "Unique IdentifierCode") which can be can be obtained by contacting Citigroup GlobalMarkets Limited, in their Agent's Message or Letter of Transmittal (asthe case may be).
The Offeror will review tender instructions received prior to the EarlyTender Date and will then look favourably on those investors tenderingwith Unique Identifier Codes prior to the Early Tender Date when makingdecisions regarding the allocation of New Notes. However, no assurancescan be given that any Holder that tenders Notes will be given anallocation of the New Notes at the levels it may subscribe for, or atall.
The receipt of a Unique Identifier Code in conjunction with any tenderof Notes in the Tender Offer is not an application for the purchase ofNew Notes. In order to apply for the purchase of New Notes from theOfferor, such Holder must make a separate application to any of thejoint lead managers for the New Notes, for the purchase of such NewNotes.
The complete terms and conditions of the Tender Offer are described inthe Offer to Purchase, copies of which may be obtained by contactingCitibank N.A., London branch, Citigroup Centre, Canada Square, CanaryWharf, London, E14 5LB, which is acting as the tender agent for theTender Offer, at +44 207 508 3867. Citigroup Global Markets Limited,Merrill Lynch International and VTB Capital plc are acting as jointdealer managers for the Tender Offer (the "Joint Dealer Managers").Questions regarding the terms of the Tender Offer may be directed toCitigroup Global Markets Limited, Citigroup Centre, Canada Square,Canary Wharf, London E14 5LB, United Kingdom, Attention: LiabilityManagement Group, at (800) 558-3745 (toll-free), (212) 723-6106(collect) or +44 (0) 20 7986 8969 (London), Merrill LynchInternational, Merrill Lynch Financial Centre, 2 King Edward Street,London EC1A 1HQ, United Kingdom, Attention: Liability Management - JohnCavanagh / Tommaso Gros-Pietro, at +44 207 995 3715 / +44 207 995 2324/ +1 888 292 0070 / +1 646 855 3401 and/or VTB Capital plc,14 CornhillLondon EC3V 3ND, United Kingdom, at +44 203 334 8029 (tel) / +44 203334 8980 (fax), Attention: Global Head of Syndicate.
This press release does not constitute or form part of any offer orinvitation to purchase, or any solicitation of any offer to sell, theNotes or any other securities, nor shall it or any part of it, or the factof its release, form the basis of, or be relied on or inconnection with, any contract therefor. The Tender Offer is made onlyby and pursuant to the terms of the Offer to Purchase and the relatedLetter of Transmittal and the information in this press release isqualified by reference to the Offer to Purchase and the related Letterof Transmittal. None of the Offeror, the Joint Dealer Managers or thetender and information agent makes any recommendations as to whetherholders should tender their Notes pursuant to the Tender Offer.
About the Offeror
The Offeror is a wholly-owned subsidiary of Zhaikmunai L.P. (togetherwith all its subsidiaries, including the Issuer, the "Group").
The Group is an independent oil and gas enterprise currently engagingin the exploration, production and sale of oil and gas products innorthwestern Kazakhstan. Its field and licence area is theChinarevskoye Field located in the northern part of the oil-richPre-Caspian Basin, one of the largest oil-producing regions in centralAsia.
The Chinarevskoye Field, approximately 274 square kilometres in size,is located in the West-Kazakhstan oblast, near the border betweenKazakhstan and Russia, and close to the main international railwaylines as well as to several major oil and gas pipelines. TheChinarevskoye Field has been the Group's sole source of production.According to management estimates based on data included in theIssuer's report on reserves and resources prepared by Ryder ScottCompany L.P. ("Ryder Scott") as at 1 January 2012 (the "2012 RyderScott Report"), the estimated gross proved plus probable hydrocarbonreserves at the Chinarevskoye Field were 521.6millionbarrel of oilequivalent ("boe"), of which 201.9million bbl was crude oil andcondensate, 79.3million barrels ("bbl") wasliquefied petroleum gas("LPG") and 240.4millionboe was sales gas. Management has alsoestimated, based on the Issuer's report on reserves and resourcesprepared by Ryder Scott as at 1 July 2009, that the Chinarevskoye Fieldcontains approximately 556.3millionboe of possible hydrocarbonreserves.
The Group's operational facilities are located in the ChinarevskoyeField and, as at 30June 2012, consisted of an oil processing facilitycapable of processing 400,000 tonnes per year of crude oil, multipleoil gathering and transportation lines including an oil pipeline fromthe field to its oil loading rail terminal in Rostoshi near Uralsk, a17 kilometre gas pipeline from the field to the Orenburg? Novopskovpipeline, a gas powered electricity generation system, warehousefacilities, an employee field camp and the gas treatment facility.
The gas treatment facility became fully operational in 2011 and hasenabled the Group to produce marketable liquid condensate (a productlighter than Brent crude oil) from the gas condensate stream. The gastreatment facility has enabled the Group to increase its dailyproduction of crude oil, stabilised condensate, dry gas and LPG from anaverage daily production of 9,741boepd during the six months ended 30June 2011 to an average daily production of 35,298boepd during the sixmonths ended 30 June 2012.
As of 30 June 2012, the Group had 44 exploration, appraisal andproduction wells, of which 23 wells were producing, one well was undertest operations, three wells were installed as a water injector andfive wells were under drilling and workover operations.
This press release, the Offer to Purchase and the documentsincorporated by reference into the Offer to Purchase contain certainstatements that are neither reported financial results nor otherhistorical information. These statements are forward-looking statementswithin the meaning of Section 27A of the Securities Act of 1933, asamended, and Section 21E of the Securities Exchange Act of 1934, asamended. These statements include information with respect to theOfferor's financial condition, results of operations and businesses,strategy, plans, objectives and the expected impact of this offer onthe foregoing. Words such as "anticipates", "expects", "should", "intends","plans", "believes", "outlook", "seeks", "estimates", "targets", "may","will", "continue", "project" and similarexpressions, as well as statements in the future tense, identifyforward-looking statements.
This press release contain forward-looking statements. All statementsother than statements of historical facts included in this pressrelease, including, without limitation, those which reflect our currentviews or, as appropriate, those of our directors, with respect tofinancial performance, business strategy, plans and objectives ofmanagement for future operations (including development plans relatingto our business) are forward looking statements. These forward-lookingstatements relate to Offeror and the sectors and industries in which itoperates. Statements that include the words "expects", "intends", "plans","believes", "anticipates", "will", "targets", "may", "would", "could","continue" and similar statements of afuture or forward-looking nature identify forward-looking statementsfor purposes of the U.S. federal securities laws or otherwise.
All forward-looking statements included in this press release involveknown and unknown risks and uncertainties. Accordingly, there are orwill be important factors that could cause the Group's actual results,performance or achievements to differ materially from those indicatedin these statements, including, among others, the following:
- volatility and future decreases in crude oil, gas, refinedproducts and other commodity world prices and related fluctuations indemand for such products;
- operational limitations, including equipment failures, labourdisputes and processing limitations;
- unplanned events or accidents affecting the Group's operationsor facilities, including the gas treatment facility;
- cancellation, delay, non-completion and cost overruns inrelation to the Group's future projects;
- the availability or cost of transportation routes and traders'fees charged for arranging transportation;
- the inability of the Group to accurately predict its futuredecommissioning liabilities;
- the uncertainty and expense inherent in the Group's appraisaland exploration projects;
- changes in governmental laws and regulation, includingunfavourable tax laws, regulatory changes affecting the availability ofpermits and licences, and governmental actions that may affectoperations or the Group's planned expansion;
- the availability of debt and other financing;
- the ability of the Group to retain and hire qualified personneland consultants;
- unfavourable changes in economic, social or politicalconditions in Kazakhstan and adverse sovereign action by theGovernment;
- incidents or conditions affecting the export of crude oil andgas;
- lower than estimated or expected crude oil and gas reserves,quality and production volumes; and
- reservoir performance, drilling results and implementation ofthe Group's oil expansion plans.
Any forward-looking statements in these materials reflect our currentviews with respect to future events and are subject to these and otherrisks, uncertainties and assumptions relating to the Offeror'soperations, results of operations, growth strategy and liquidity.
Any forward-looking statements speak only as at the date of this pressrelease. We undertake no obligation to update publicly or review anyforward-looking statement, whether as a result of new information,future developments or otherwise.
Further Enquires:Zhaikmunai LLP - Investor RelationsBruno G. Meere Email: firstname.lastname@example.orgKirsty Hamilton-Smith Tel: + 44 (0) 1624 68 21 79Pelham Bell PottingerPhilip Dennis + 44 (0) 207 861 32 32Elena Dobson
Offer And Distribution Restrictions:
This announcement and the Offer to Purchase do not constitute an offerto buy or the solicitation of an offer to sell the Notes in anyjurisdiction in which such offer or solicitation is unlawful, andoffers to sell by holders of Notes originating from any jurisdiction inwhich such offer or solicitation is unlawful will be rejected. In thosejurisdictions where the securities laws or other laws require the Offerto Purchase to be made by a licensed broker or dealer, the Offer toPurchase shall be deemed to be made on behalf of the Offeror by one ormore registered brokers or dealers licensed under the laws of suchjurisdiction. Neither the delivery of this announcement or the Offer toPurchase nor any purchase of Notes shall, under any circumstances,create any implication that there has been no change in the affairs ofthe Offeror, Zhaikmunai LLP or the guarantors of the Notes since thedate hereof, or that the information herein is correct as of any timesubsequent to the date hereof.
This announcement does not constitute and shall not, in anycircumstances, constitute a public offering nor an invitation to thepublic in connection with any offer within the meaning of the Directive2010/73/EU of the Parliament and Council of November 4, 2003 asimplemented by the Member States of the European Economic Area(the"Prospectus Directive"). The offer and sale of the New Notes will bemade pursuant to an exemption under the Prospectus Directive, asimplemented in Member States of the European Economic Area, from therequirement to produce a prospectus for offers of securities.
Belgium. In Belgium, neither this announcement, the Offer to Purchasenor the Tender Offer is being made, directly or indirectly, to, or forthe account of, any person other than "qualified investors" within themeaning of Article 6, paragraph 3 of the Law of April 1, 2007 on publictakeover bids (Loi relative aux offres publiques d'acquisition / Wet opde openbare overnamebiedingen) referring to Article 10 of the Law ofJune 16, 2006 on the public offering of securities and the admission ofsecurities to trading on regulated markets (Loi relative aux offrespubliques d'instruments de placement et aux admissions d'instruments deplacement a la negociation sur des marches reglementes / Wet op deopenbare aanbieding van beleggingsinstrumenten en de toelating vanbeleggingsinstrumenten tot de verhandeling op een gereglementeerdemarkt) and the Tender Offer does not therefore constitute a publictakeover bid pursuant to Article 6, paragraph 3, 2degrees of the Law ofApril 1, 2007 on public takeover bids. Accordingly, neither thisannouncement, the Offer to Purchase nor any other documents ormaterials relating to the Tender Offer have been or will be submittedfor approval or recognition to the Belgian Financial Services andMarkets Authority (Autorite des Services et Marches Financiers /Autoriteit voor Financiele Diensten en Markten) and hence the TenderOffer may not be advertised and neither this announcement, the Offer toPurchase nor any other memorandum, information circular, brochure orsimilar document relating to the Tender Offer may be distributed ormade available, directly or indirectly, to any person in Belgium otherthan to "qualified investors" within the meaning of Article 10 of theBelgian Law of June 16, 2006, acting for their own account. Insofar asBelgium is concerned, this announcement and the Offer to Purchase havebeen issued only for the personal use of qualified investors andexclusively for the purpose of the Tender Offer. Accordingly, theinformation contained in this announcement or the Offer to Purchase maynot be used for any other purpose or disclosed to any other person inBelgium.
France. The Tender Offer is not being made, directly or indirectly, tothe public in the Republic of France. Neitherthis announcement, theOffer to Purchase nor any other document or material relating to theTender Offer has been or shall be distributed to the public in Franceand only qualified investors (investisseurs qualifies), other thanindividuals, acting for their own account, all as defined in, and inaccordance with, Articles L.411-2 and D.411-1 to D.411-3 of the FrenchCode monetaire et financier, are eligible to participate in the TenderOffer. This announcement and the Offer to Purchase have not been andwill not be submitted for clearance to nor approved by the Autorite desMarches Financiers.
Italy. None of the Tender Offer, this announcement, the Offer toPurchase or any other document or materials relating to the TenderOffer have been or will be submitted to the clearance procedures of theCommissione Nazionale per le Societa e la Borsa ("CONSOB") pursuant toItalian laws and regulations. The Tender Offer is being carried out inItaly as an exempted offer pursuant to article 101-bis, paragraph 3-bisof the Legislative Decree No. 58 of 24 February 1998, as amended (the"Financial Services Act") and article 35-bis, paragraph 4 and article35-bis, paragraph 7 of CONSOB Regulation No. 11971 of 14 May 1999, asamended. Holders or beneficial owners of the Notes that are resident orlocated in Italy may tender Notes for purchase through authorizedpersons (such as investment firms, banks or financial intermediariespermitted to conduct such activities in Italy in accordance with theFinancial Services Act, CONSOB Regulation No. 16190 of 29 October 2007,as amended, and Legislative Decree No. 385 of 1 September 1993, asamended) and in compliance with any other applicable laws andregulations or with any requirements imposed by CONSOB or any otherItalian authority.
Switzerland. Neither this announcement, the Offer to Purchase nor anyother offering or marketing material relating to the Notes constitutesa prospectus as such term is understood pursuant to article 652a orarticle 1156 of the Swiss Federal Code of Obligations or a listingprospectus within the meaning of the listing rules of the SIX SwissExchange. Accordingly, the investor protection rules otherwiseapplicable to investors in Switzerland do not apply to the Offers. Whenin doubt, investors based in Switzerland are recommended to contacttheir legal, financial or tax adviser with respect to the Tender Offer.
United Kingdom. This announcement, the Offer to Purchase and any otherdocuments or materials relating to the Tender Offer have not beenapproved by an authorized person for the purposes of Section 21 of theFinancial Services and Markets Act 2000. Accordingly, such documentsand/or materials are not being distributed to, and must not be passedon to, the general public in the United Kingdom. The communication ofsuch documents and/or materials is only being distributed to and isonly directed at persons who are outside the United Kingdom, orinvestment professionals (as defined in Article 19(5) of the FinancialServices and Markets Act 2000 (Financial Promotion) Order 2005 (the"Order") or within Article 43(2) of the Order, or high net worthcompanies, and other persons to whom it may awfully be communicated,falling within Article 49(2)(a) to (d) of the Order, or to otherpersons to whom it may lawfully be communicated in accordance with theOrder (all such persons together being referred to as "relevantpersons"). The Tender Offer is only available to, and the Tender Offerwill be engaged in only with, relevant persons. Any person who is not arelevant person should not act or rely on this document or any of itscontents.
United States. The delivery of this announcement or the Offer toPurchase will not under any circumstances create any implication thatthe information contained herein or incorporated by reference herein iscorrect as of any time subsequent to the date hereof or, ifincorporated by reference, the date such information was made publiclyavailable or that there has been no change in the information set forthherein or incorporated by reference herein or in the affairs of theIssuer or any of the Issuer's affiliates since the date hereof or, ifincorporated by reference, the date such information was made publiclyavailable.
The New Notes will be offered in a private placement only to qualifiedinstitutional buyers pursuant to Rule 144A under U.S. Securities Act of1933, as amended (the "Securities Act") and non-U.S. persons pursuantto Regulation S of the Securities Act, subject to prevailing market andother conditions. There is no assurance that the offering will becompleted or, if completed, as to the terms on which it is completed.The New Notes to be offered have not been registered under theSecurities Act or the securities laws of any other jurisdiction and maynot be offered or sold in the United States absent registration orunless pursuant to an applicable exemption from the registrationrequirements of the Securities Act and any other applicable securitieslaws.
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