3NOV201015291889 Open Joint Stock Company Gazprom U.S
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3NOV201015291889 Open Joint Stock Company Gazprom U.S.$30,000,000,000 Programme for the Issuance of Loan Participation Notes issued by, but with limited recourse to, Gaz Capital S.A., for the sole purpose of financing a loan to Open Joint Stock Company Gazprom Under the Programme for the Issuance of Loan Participation Notes described in this Base Prospectus (the ‘‘Programme’’), Gaz Capital S.A. (the ‘‘Issuer’’), subject to compliance with all relevant laws, regulations and directives, may from time to time issue loan participation notes (the ‘‘Notes’’) on the terms set out herein, as completed by a final terms document (each, ‘‘Final Terms’’) or a series prospectus (each, ‘‘Series Prospectus’’) setting out the specific terms of each issue. The aggregate principal amount of Notes outstanding will not at any time exceed U.S.$30,000,000,000 (or the equivalent in other currencies). This Base Prospectus supersedes any previous base prospectus, offering circular or supplement thereto relating to the Programme. Any Notes issued under the Programme on or after the date of this Base Prospectus are issued subject to the provisions herein. This Base Prospectus does not affect any Notes issued prior to the date hereof. Notes will be issued in Series (as defined in ‘‘Overview of the Programme’’) and the sole purpose of issuing each Series will be to finance loans (each a ‘‘Loan’’) to Open Joint Stock Company Gazprom (the ‘‘Borrower,’’ ‘‘Gazprom’’ or the ‘‘Company’’) as borrower, on the terms of an amended and restated facility agreement between the Issuer and the Borrower dated December 7, 2005 (the ‘‘Facility Agreement’’), as amended and supplemented by a loan supplement to be entered into in respect of each Loan on each Issue Date (each a ‘‘Loan Supplement’’ and, together with the Facility Agreement, each a ‘‘Loan Agreement’’) between the Issuer and the Borrower. Subject as provided in the Trust Deed (as defined herein) the Issuer will charge by way of first fixed charge as security for its payment obligations in respect of each Series of Notes and under the Trust Deed (a) its right to principal, interest and other amounts as lender under the relevant Loan Agreement and (b) amounts received pursuant to the relevant Loan in an account of the Issuer (as described herein), in each case other than the Reserved Rights (as defined in the Trust Deed) and certain amounts relating to the Reserved Rights to the Trustee for the benefit of itself and the Noteholders (as defined herein) and will assign its administrative rights under the relevant Loan Agreement to the Trustee (the ‘‘Assigned Rights’’). In each case where amounts of principal, interest and additional amounts (if any) are stated to be payable in respect of a Series of Notes, the obligation of the Issuer to make any such payment constitutes an obligation only to account to holders of the Notes (‘‘Noteholders’’), on each date upon which such amounts of principal, interest and additional amounts (if any) are due in respect of such Series of Notes, for an amount equivalent to all principal, interest and additional amounts (if any) actually received by or for the account of the Issuer pursuant to the corresponding Loan Agreement. The Issuer will have no other financial obligations under the Notes. Noteholders will be deemed to have accepted and agreed that they will be relying solely on the covenant to pay under the relevant Loan Agreement and the credit and financial standing of the Borrower in respect of the financial servicing of the Notes. AN INVESTMENT IN THE NOTES INVOLVES A HIGH DEGREE OF RISK. SEE ‘‘RISK FACTORS’’ BEGINNING ON PAGE 9. The Notes and the corresponding Loans (together, the ‘‘Securities’’) have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the ‘‘Securities Act’’), and, subject to certain exceptions, 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 (‘‘Regulation S’’)). Depending on the terms of the particular Series of Notes, the Notes may be offered and sold (i) within the United States to qualified institutional buyers (as defined in Rule 144A under the Securities Act (‘‘Rule 144A’’)) that are also qualified purchasers (as defined in Section 2(a)(51) of the U.S. Investment Company Act of 1940. as amended (the ‘‘Investment Company Act’’)) in reliance on the exemption from registration provided by Rule 144A (the ‘‘Rule 144A Notes’’); and (ii) to certain non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act (the ‘‘Regulation S Notes’’). The Issuer has not been nor will be registered under the Investment Company Act. Prospective purchasers are hereby notified that sellers of the Rule 144A Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a description of these and certain further restrictions, see ‘‘Subscription and Sale’’ and ‘‘Transfer Restrictions.’’ This Base Prospectus has been approved by the Central Bank of Ireland (the ‘‘Central Bank’’), as competent authority under Directive 2003/71/EC (the ‘‘Prospectus Directive’’). The Central Bank only approves this Base Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Such approval relates only to the Notes which are to be admitted to trading on a regulated market 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 will be made to the Irish Stock Exchange (‘‘Irish Stock Exchange’’) for the Notes issued under the Programme during the period of 12 months from the date hereof to be admitted to the Official List (the ‘‘Official List’’) and trading on its regulated market (the ‘‘Main Securities Market’’). Reference in this Base Prospectus to Notes being ‘‘listed’’ (and all related references) shall mean that such Notes have been admitted to trading on the Main Securities Market. The language of this Base Prospectus is English. Unlisted Notes may also be issued pursuant to the Programme. The relevant Final Terms or Series Prospectus in respect of the issue of any Notes will specify whether or not such Notes will be listed on the Irish Stock Exchange (or any other stock exchange). The Central Bank has only approved this document in relation to Notes which are to be listed on the Irish Stock Exchange or another Main Securities Market in the European Economic Area, and the Central Bank has neither reviewed nor approved this document in relation to any unlisted Notes. References to Final Terms in this Base Prospectus constitute final terms as per Article 5(4) of the Prospectus Directive except when specified in the Facility Agreement, where references to Final Terms should be read as, in relation to a Loan, final terms issued specifying the relevant issue details of such Loan, substantially in the form of Schedule C of the Dealer Agreement. Regulation S Notes will initially be represented by interests in a global unrestricted Note in registered form (each a ‘‘Regulation S Global Note’’), without interest coupons, which will be deposited with a common depository for Euroclear Bank SA/NV (‘‘Euroclear’’) and Clearstream Banking, societ´ e´ anonyme (‘‘Clearstream, Luxembourg’’), and registered in the name of a nominee, on its issue date as set out in the relevant Final Terms or Series Prospectus (the ‘‘Issue Date’’). Beneficial interests in a Regulation S Global Note will be shown on, and transfers thereof will be effected only through records maintained by, Euroclear or Clearstream, Luxembourg. Rule 144A Notes will initially be represented by a global restricted Note in registered form (each a ‘‘Rule 144A Global Note’’ and together with any Regulation S Global Notes, the ‘‘Global Notes’’), without interest coupons, which will be deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (‘‘DTC’’) on its Issue Date. Beneficial interests in a Rule 144A Global Note will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its participants. See ‘‘Clearing and Settlement.’’ Individual definitive Notes in registered form will only be available in certain limited circumstances as described herein. The rating of certain Series of Notes to be issued under the Programme may be specified in the applicable Final Terms or Series Prospectus. Whether or not each credit rating applied for in relation to relevant Series of Notes will be issued by a credit rating agency established in the European Union and registered under Regulation (EC) No 1060/2009 (the ‘‘CRA Regulation’’) will be disclosed in the Final Terms or Series Prospectus. Please also refer to ‘‘Risk Factors—Ratings of the Notes’. Arrangers and Permanent Dealers Deutsche Bank UBS Investment Bank Permanent Dealers Commerzbank Credit Suisse IFC METROPOL J.P. Morgan BofA Merrill Lynch Morgan Stanley National Reserve Bank Renaissance Capital JSCB Rosbank The Royal Bank of Scotland UniCredit Bank The date of this Base Prospectus is February 5, 2013 This Base Prospectus comprises a base prospectus for the purposes of Article 5.4 of the Prospectus Directive and for the purpose of giving information with regard to the Issuer, Gazprom and Gazprom and its subsidiaries taken as a whole (the ‘‘Group’’) which, according to the particular nature of the Issuer, Gazprom, the Group, the Notes and the Loans, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Issuer, Gazprom and the Group. The Issuer (whose registered office appears below) and Gazprom (whose registered office appears on page 3 of this Base Prospectus) accept responsibility for the information contained in this Base Prospectus.