Southern Gas Corridor CJSC

PROSPECTUS Southern Gas Corridor CJSC (incorporated as a closed joint stock company in the Republic of Azerbaijan) US$1,000,000,000 6.875% Guaranteed Notes due 2026 unconditionally and irrevocably guaranteed by The Republic of Azerbaijan Issue Price: 99.112% The Prospectus has been approved by the Central Bank of Ireland (the ‘‘Central Bank’’), as competent authority under Directive 2003/71/EC as amended by Directive 2010/73/EU (together, the ‘‘Prospectus Directive’’). The Central Bank only approves this Prospectus as meeting the requirements imposed under Irish and European Union (‘‘EU’’) law pursuant to the Prospectus Directive. Such approval relates only to the US$1,000,000,000 6.875% Guaranteed Notes due 2026 (the ‘‘Notes’’) of Southern Gas Corridor CJSC (the ‘‘Issuer’’) which are to be admitted to trading on the Main Securities Market of the Irish Stock Exchange Plc (the ‘‘Irish Stock Exchange’’) or other regulated markets for the purposes of Directive 2004/39/EC or which are to be offered to the public in any Member State of the European Economic Area. Application has been made to the Irish Stock Exchange for the Notes to be admitted to the Official List of the Irish Stock Exchange (the ‘‘Official List’’) and trading on its regulated market. Interest on the Notes is payable semi-annually in arrear on 24 March and 24 September in each year. Payments on the Notes will be made without deduction for or on account of taxes of the Republic of Azerbaijan to the extent described under ‘‘Terms and Conditions of the Notes – Condition 10 (Taxation)’’. The Notes will be constituted by a deed of covenant entered into by the Issuer (the ‘‘Deed of Covenant’’) and will have the benefit of a deed of guarantee to be entered into by the Republic of Azerbaijan as guarantor (the ‘‘Deed of Guarantee’’ or the ‘‘Guarantee’’). The Notes mature on 24 March 2026. The Notes are redeemable on a Change of Control Event (as defined in Condition 9) but are otherwise not redeemable prior to maturity. See ‘‘Terms and Conditions of the Notes – Condition 9 (Redemption and Purchase)’’. Notes which are offered and sold in reliance on Regulation S will be represented by beneficial interests in a permanent global Note (the ‘‘Unrestricted Global Note’’) in registered form, without interest coupons attached, which will be registered in the name of a nominee for, and shall be deposited on or about the Closing Date with a common depositary for, and in respect of interests held through Euroclear Bank SA/NA (‘‘Euroclear’’) and Clearstream Banking, socie´te´ anonyme (‘‘Clearstream, Luxembourg’’). Notes which are offered and sold in reliance on Rule 144A will be represented by beneficial interests in a permanent global Note (the ‘‘Restricted Global Note’’ and, together with the Unrestricted Global Note, the ‘‘Global Notes’’) in registered form, without interest coupons attached, which will be deposited on or about the Closing Date with a custodian for, and registered in the name of Cede & Co. as nominee for The Depository Trust Company (‘‘DTC’’). The Notes will be offered and sold in minimum denominations of US$200,000 or any amount in excess thereof which is an integral multiple of US$1,000. See ‘‘Terms and Conditions of the Notes – Condition 1 (Form, Denomination and Title)’’. Interests in the Restricted Global Note will be subject to certain restrictions on transfer. See ‘‘Form of the Notes and Transfer Restrictions’’. Beneficial interests in the Global Notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC, Euroclear and Clearstream, Luxembourg and their participants. Except as described herein, certificates for Notes will not be issued in exchange for beneficial interests in the Global Notes. NEITHER THE NOTES NOR THE GUARANTEE HAVE BEEN OR WILL BE REGISTERED UNDER THE U.S. SECURITIES ACT, OR ANY STATE SECURITIES LAW, AND THE NOTES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON (AS SUCH TERMS ARE DEFINED IN REGULATION S), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT. THE NOTES MAY BE OFFERED AND SOLD ONLY (I) OUTSIDE OF THE UNITED STATES TO PERSONS OTHER THAN U.S. PERSONS AS DEFINED IN AND IN ACCORDANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT AND (II) IN THE UNITED STATES TO PURCHASERS THAT ARE QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT (‘‘QIBS’’) THAT ARE ALSO QUALIFIED PURCHASERS AS DEFINED IN SECTION 2(A)(51)(A) OF THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE ‘‘INVESTMENT COMPANY ACT’’) AND THE RULES AND REGULATIONS THEREUNDER (‘‘QPS’’), IN EACH CASE ACTING FOR THEIR OWN ACCOUNT OR THE ACCOUNT OF ONE OR MORE QIBS THAT ARE ALSO QPS IN RELIANCE ON AND IN COMPLIANCE WITH RULE 144A. SEE ‘‘FORM OF THE NOTES AND TRANSFER RESTRICTIONS’’. The Issuer may be a ‘‘covered fund’’ as defined in Section 13 of the Bank Holding Company Act (the ‘‘Volcker Rule’’). However, the Issuer does not believe that an investment in the Notes would constitute an acquisition of an ‘‘ownership interest’’ (as defined in the Volcker Rule regulation) in a covered fund. See ‘‘Subscription and Sale – Covered Fund’’. The Notes are expected to be rated Ba1 by Moody’s Deutschland GmbH (‘‘Moody’s’’) and BB+ by Fitch Ratings Limited (‘‘Fitch’’). The Guarantor is rated Ba1 by Moody’s, BB+ (outlook negative) by Fitch and BB+ by Standard & Poor Credit Market Services Europe Limited (‘‘S&P’’). The Issuer is not and will not be rated by Moody’s, Fitch or S&P. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. Each of Moody’s, Moody’s Investor Services, Fitch and S&P is established in the European Union (the ‘‘EU’’), Moody’s is domiciled in Germany, each of Moody’s Investor Services, Fitch and S&P is domiciled in the United Kingdom, and is included in the list of credit rating agencies registered in accordance with Regulation (EC) No. 1060/2009 on Credit Rating Agencies as amended by Regulation (EU) No. 513/2011 (the ‘‘CRA Regulation’’). This list is available on the ESMA website (http://www.esma.europa.eu/page/list-registered-and-certified-CRAs) (last updated 1 December 2015). Prospective investors should have regard to the factors described under the section headed ‘‘Risk Factors’’ beginning on page 8. Citigroup J.P. Morgan UniCredit Bank 18 March 2016 This Prospectus constitutes a prospectus for the purpose of Article 5 of Directive 2003/71/EC as amended by Directive 2010/73/EU (together, the ‘‘Prospectus Directive’’) and for the purpose of giving information with regard to the Issuer and its subsidiaries (the ‘‘Group’’), the Republic of Azerbaijan acting through the Ministry of Finance (the ‘‘Guarantor’’ or the ‘‘Republic of Azerbaijan’’ or the ‘‘Republic’’) and the Notes which, according to the particular nature of the Issuer, the Guarantor and the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer and the Group and the economic, fiscal and the political condition of the Guarantor, and of the rights attaching to the Notes. The Issuer and the Guarantor, having taken all reasonable care to ensure that such is the case, accept responsibility for the information contained in this Prospectus. To the best of the knowledge of the Issuer and the Guarantor, the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. Neither the Joint Lead Managers nor any of their directors, affiliates, advisers or agents has made an independent verification of the information contained in this Prospectus in connection with the issue or offering of the Notes and no representation or warranty, express or implied, is made by the Joint Lead Managers or any of their directors, affiliates, advisers or agents with respect to the accuracy or completeness of such information. Nothing contained in this Prospectus is, is to be construed as, or shall be relied upon as, a promise, warranty or representation, whether to the past or the future, by the Joint Lead Managers or any of their respective directors, affiliates, advisers or agents in any respect. The contents of this Prospectus are not, are not to be construed as, and should not be relied on as, legal, business or tax advice and each prospective investor should consult its own legal and other advisers for any such advice relevant to it. No person is authorised to give any information or make any representation not contained in this Prospectus in connection with the issue and offering of the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by any of the Issuer or the Guarantor or the Joint Lead Managers or any of their directors, affiliates, advisers or agents. The delivery of this Prospectus does not imply that there has been no change in the business and affairs of the Issuer or economic, fiscal or political condition of the Guarantor since the date hereof or that the information herein is correct as of any time subsequent to its date. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy the Notes by any person in any jurisdiction where it is unlawful to make such an offer or solicitation.

Load more