NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. OTHER RESTRICTIONS APPLY.
5 October 2016
EuroChem Global Investments Designated Activity Company (formerly EuroChem Global Investments Limited, the “Offeror ”) announces the results of its invitation to eligible holders of its outstanding U.S.$750,000,000 5.125 per cent. Loan Participation Notes due 2017 issued by, but with limited recourse to, the Offeror for the purposes of financing a loan to Mineral and Chemical Company EuroChem, Joint Stock Company (formerly Open Joint Stock Company “Mineral and Chemical Company “EuroChem”, “EuroChem ”) (the “Notes ”) to tender their Notes for purchase by the Offeror for cash on an “any and all” basis (such invitation, the “Offer ”) at the purchase price equal to U.S.$1,036.50 per U.S.$1,000 in principal amount of the Notes, plus Accrued Interest.
Capitalised terms used in this announcement but not otherwise defined have the meanings given to them in the tender offer memorandum dated 26 September 2016 (the “Tender Offer Memorandum ”).
The Offer expired on 4 October 2016 at 16:00, London time (the “Expiration Deadline ”). As of the Expiration Deadline, an aggregate principal amount of Notes equal to U.S.$425,067,000 has been validly tendered pursuant to the Offer.
Subject to the satisfaction of the Financing Condition described in the Tender Offer Memorandum, the Offeror will accept for purchase all Notes validly tendered in full as set out in the table below:
Description of ISIN/ Common Minimum Aggregate Outstanding the Notes Code / CUSIP Denomination principal amount principal amount (Rule 144A of Notes of Notes Notes only) accepted for following purchase settlement
U.S.$750,000,000 Regulation S U.S.$200,000 U.S.$425,067,000 U.S.$324,933,000 5.125 per cent. Notes: and integral Loan Participation XS0863583281 / multiples of Notes due 2017 086358328; Rule U.S.$1,000 144A Notes: thereafter US29872PAA66 / 086397331 / 29872PAA6
The Financing Condition described in the Tender Offer Memorandum is expected to be satisfied by the Settlement Date. The Settlement Date is expected to be on or about 13 October 2016.
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For further information please contact the Joint Dealer Manager or the Tender Agent.
Contact Details:
THE OFFEROR
EuroChem Global Investments Designated Activity Company
2nd Floor Palmerston House Fenian Street Dublin 2 Ireland
EUROCHEM
Mineral and Chemical Company EuroChem Joint Stock Company
53 Dubininskaya Street bldg. 6 Moscow 115054 Russian Federation Email: [email protected]
THE GUARANTOR
EuroChem Group AG
Alpenstrasse 9 6300, Zug Switzerland Email: [email protected]
JOINT DEALER MANAGERS
Citigroup Global Markets Limited
Citigroup Centre Canary Wharf London E14 5LB United Kingdom Telephone: +44 20 7986 8969 E-mail: [email protected] Attention: Liability Management Group
Goldman Sachs International
Peterborough Court 133 Fleet Street London EC4A 2BB United Kingdom Telephone: +44 20 7774 9862 E-mail: [email protected] Attention: Liability Management Group
HSBC Bank plc
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8 Canada Square London E14 5HQ United Kingdom Telephone: +44 20 7992 6237 E-mail: [email protected] Attention: Liability Management Group
ING Bank N.V., London Branch
8-10 Moorgate London EC2R 6DA United Kingdom Telephone: +44 20 7767 5107 Attention: Global Debt Syndicate E-mail: [email protected]
J.P. Morgan Securities plc
25 Bank Street Canary Wharf London E14 5JP United Kingdom Telephone: +44 20 7134 2468 Attention: Liability Management E-mail: [email protected]
CJSC Sberbank CIB / SIB (Cyprus) Limited
4 Romanov Pereulok Moscow 125009 Russian Federation
27 Pindarou Street Alpha Business Center 1st Floor, Block B CY-1060 Nicosia Cyprus Telephone: +7 495 787 2363 E-mail: [email protected]
THE TENDER AGENT
Citibank, N.A., London Branch
Citibank, N.A., London Branch Citigroup Centre, Canada Square London E14 5LB United Kingdom Website: https://debtxportal.issuerservices.citigroup.com Telephone: +44 20 7508 3867 E-mail: [email protected] Attention: Exchange Team
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OFFER AND DISTRIBUTION RESTRICTIONS
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.
United Kingdom
The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer are 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 communicated or 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, made to or otherwise communicated to (1) those persons who are existing members or creditors of the Offeror or other persons within Article 43 of Financial Promotion Order, (2) those holders being investment professionals falling within Article 19(5) of the Financial Promotion Order, (3) those holders being high net worth companies/undertakings within the meaning of Article 49(2)(a) to (d) of the Financial Promotion Order, and (4) to any other persons to whom these documents and/or materials may lawfully be communicated (all such persons together being referred to as “relevant persons”). The Offer is only available to, and any invitation, offer or agreement to purchase or otherwise acquire the Notes will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
United States
Nothing in this announcement constitutes an offer of securities in the United States of America. The securities referred to in this announcement or the Tender Offer Memorandum have not been and will not be registered under the United States Securities Act of 1933 (the “Securities Act ”) or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Only Noteholders who can represent that they are either (i) “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) or (ii) outside the United States and are not U.S. persons and are lawfully able to participate in the Offer in compliance with applicable laws of applicable jurisdictions are authorized to receive or review this announcement or the Tender Offer Memorandum or to participate in the Offer.
Belgium
Neither this announcement nor the Tender Offer Memorandum nor any other documents or materials relating to the Offer have been submitted to or will be submitted for approval or recognition to the Financial Services and Markets Authority ( Autorité des services et marchés financiers / Autoriteit financiële diensten en markten ) and, accordingly, the Offer may not be made in Belgium by way of a public offering, as defined in Articles 3, §1, 1° and 6 of the Belgian Law of 1 April 2007 on public takeover bids (the “ Public Takeover Law ”), as amended or replaced from time to time. Accordingly, the Offer may not be advertised and the Offer will not be extended, and neither this announcement nor Tender Offer Memorandum nor any other documents or materials relating to the Offer (including any memorandum,
LON42530628/10 076825-2133 46 information circular, brochure or any similar documents) have been or shall be distributed or made available, directly or indirectly, to any individual or legal entity in Belgium other than:
(i) qualified investors, as defined in Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (the “ Belgian Public Offer Law ”);
(ii) in relation to Notes with a denomination of at least €100,000; and in any other circumstances set out Article 6, §§3-4 of the Public Takeover Law. Insofar as Belgium is concerned, the announcement or the Tender Offer Memorandum has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offer. Accordingly, the information contained in this announcement or the Tender Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.
France
The Offer is not being made, directly or indirectly, to the public in the Republic of France (“ France ”). None of this announcement, the Tender Offer Memorandum or any other document or material relating to the 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 ) with the exception of individuals acting for their own account, 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 Offer.
None of this announcement, the Tender Offer Memorandum or any other such offering material has been and will be submitted for clearance to the Autorité des marchés financiers .
Ireland
No action shall be taken in Ireland with respect to the Notes otherwise than in conformity with:
(a) with the provisions of the European Communities (Markets in Financial Instruments) Regulations 2007 (Nos. 1 to 3) (as amended, the “ MiFID Regulations ”), including, without limitation, Regulations 7 (Authorisation) and 152 (Restrictions on advertising) thereof, any codes of conduct made under the MiFID Regulations, and the provisions of the Investor Compensation Act 1998 (as amended);
(b) with the provisions of the Companies Act 2014 (as amended, the “ Companies Act ”), the Central Bank Acts 1942 – 2015 (as amended) and any codes of practice made under Section 117(1) of the Central Bank Act 1989; and
(c) the Market Abuse Regulation (EU 596/2014) (as amended)) and any rules and guidance issued by the Central Bank of Ireland under Section 1370 of the Companies Act.
Italy
None of the Offer, this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offer have been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (“ CONSOB ”) pursuant to Italian laws and regulations.
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This Offer is being carried out in the Republic of Italy (“ Italy ”) as an exempted offer 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 (the “ Issuer’s Regulation ”). Noteholders or beneficial owners of the Notes may tender their Notes in the 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 Offer.
Russian Federation
None of this announcement, the Tender Offer Memorandum or any other document or materials relating to the Offer is an offer, or an invitation to make offers, to sell, exchange or otherwise transfer securities in the Russian Federation or 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 laws. Information contained in this announcement, the Tender Offer Memorandum or any other document or materials relating to the Offer is not intended for any person in the Russian Federation who is not a “qualified investor” (a “ Russian QI ”) within the meaning of Article 51.2 of the Federal Law No. 39-FZ “On the Securities Market” dated 22 April 1996, as amended (the “ Russian Securities Market Law ”) and must not be distributed or circulated into Russia or made available in Russia to any person who is not a Russian QI, unless and to the extent they are otherwise permitted to access such information under Russian law.
Switzerland
The New Notes may not be publicly offered, sold or advertised, directly or indirectly, in, into or from Switzerland. Neither this Tender Offer Memorandum nor any other document or material relating to the Offer is an issue prospectus pursuant to article 652a or article 1156 of the Swiss Federal Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange AG or any other regulated trading facility in Switzerland and neither this Tender Offer Memorandum nor any other offering or marketing material relating to the Offer may be publicly distributed or otherwise made publicly available in Switzerland.
General
Neither this announcement, the Tender Offer Memorandum nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes for purchase pursuant to the Offer will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer and any of the Joint Dealer Managers or any of their affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by the Joint Dealer Managers or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.
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