Important Notice
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IMPORTANT NOTICE This prospectus (the ‘‘Prospectus’’) is a prospectus for the purposes of Directive 2003/71/EC, as amended (the ‘‘Prospectus Directive’’) and has been prepared solely in connection with the proposed offering (the ‘‘Offering’’) of Notes (the ‘‘Notes’’) of Alliance Oil Company Ltd. (the ‘‘Issuer’’) and guaranteed by Closed Joint-Stock Company Alliance Oil, Open Joint Stock Company Oil Company Alliance, Limited Liability Company ‘‘Alliance-Bunker’’, Closed Joint-Stock Company Alliancetransoil, Open Joint Stock Company ‘‘Amurnefteproduct’’, OPEN Joint Stock Company ‘‘Khabarovsknefteproduct’’, Closed Joint Stock Company Khvoinoye, Kolvinskoe Limited Liability Company, Open Joint Stock Company ‘‘Pechoraneft’’, ‘‘Potential Oil’’ Limited Liability Partnership, Public Joint Stock Company ‘‘Primornefteprodukt’’, Open Joint Stock Company ‘‘Eastern Transnational Company’’ and Limited Liability Company SN-Gasproduction (collectively, the ‘‘Guarantors’’). THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QUALIFIED INSTITUTIONAL BUYERS (‘‘QIBS’’) IN RELIANCE ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT OF 1933 (THE ‘‘SECURITIES ACT’’) PROVIDED BY RULE 144A OR (2) OUTSIDE OF THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT (‘‘REGULATION S’’). IMPORTANT: You must read the following before continuing. The following applies to the Prospectus following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the Prospectus. In accessing the Prospectus, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES (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 AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE FOLLOWING DOCUMENT MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. Confirmation of your representation: In order to be eligible to view the Document or make an investment decision with respect to the securities, investors must be either (1) a QIB (within the meaning of Rule 144A under the Securities Act (‘‘Rule 144A’’)) or (2) outside the United States. The Document is being sent at your request and by accepting the e-mail and accessing the Document, you shall be deemed to have represented to us that (1) you and any customers you represent are either (a) QIBS or (b) you and the electronic mail address that you gave us and to which this e-mail has been delivered are not located in the United States and (2) you consent to delivery of such Document by electronic transmission. Under no circumstances shall this Prospectus constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities being offered, in any jurisdiction in which such offer, solicitation or sale would be unlawful. Recipients of this Prospectus who intend to subscribe for or purchase the Notes are reminded that any subscription or purchase may only be made on the basis of the information contained in this Prospectus. The Notes are not eligible for placement and circulation in the Russian Federation, unless, and to the extent, otherwise permitted by Russian law. The information provided in this Prospectus is not an offer or an invitation to make offers, sell, exchange or otherwise transfer the Notes in the Russian Federation or to or for the benefit of any Russian person or entity. This Prospectus and information contained herein does not constitute an advertisement or an offer of any securities in the Russian Federation. It is not intended to be, and must not be, distributed or circulated in the Russian Federation unless and to the extent otherwise permitted under Russian law. Securities may be offered or sold in Bermuda only in compliance with the provisions of the Investment Business Act 2003, the Exchange Control Act 1972 and related regulations of Bermuda which regulate the sale of securities in Bermuda. In addition, specific permission may be required from the Bermuda Monetary Authority (the ‘‘BMA’’), pursuant to the provisions of the Exchange Control Act 1972 and related regulations. Additionally, non-Bermudian persons may not carry on or engage in any trade or business in Bermuda unless such persons are authorised to do so under applicable Bermuda legislation. Engaging in the activity of offering or marketing the offered Notes in Bermuda to persons in Bermuda may be deemed to be carrying on business in Bermuda. Except with the permission of the Controller of Foreign Exchange in Bermuda, the Issuer shall not issue notes in bearer form in Bermuda. The BMA, the Minister of Finance of Bermuda and the Registrar of Companies accept no responsibility for the financial soundness of any proposal or for the correctness of any of the statements made or opinions expressed in this Prospectus or in any prospectus supplement. You are reminded that this Prospectus has been delivered to you on the basis that you are a person into whose possession this Prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver this Prospectus to any other person. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licenced broker or dealer and the underwriters or any affiliate of the underwriters is a licenced broker or dealer in that jurisdiction, the offering shall be deemed to be made by the underwriters or such affiliate on behalf of the Issuer in such jurisdiction. No person may communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000, as amended (the ‘‘FSMA’’)) received by it in connection with the issue or sale of the Notes other than in circumstances in which Section 21(1) of the FSMA does not apply. This Prospectus has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Managers or any person who controls them, nor any director, officer, employee or agent of any of them or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Prospectus distributed to you in electronic format and the hard copy version available to you on request from the Managers. Alliance Oil Company Ltd. (Registered number 25413, incorporated with limited liability under the laws of Bermuda) as issuer of USD 500,000,000 7.000% Guaranteed Notes due 2020 Unconditionally and irrevocably guaranteed on a joint and several basis by Closed Joint-Stock Company Alliance Oil, Open Joint Stock Company Oil Company Alliance, Limited Liability Company ‘‘Alliance-Bunker’’, Closed Joint-Stock Company Alliancetransoil, Open Joint Stock Company ‘‘Amurnefteproduct’’, OPEN Joint Stock Company ‘‘Khabarovsknefteproduct’’, Closed Joint Stock Company Khvoinoye, Kolvinskoe Limited Liability Company, Open Joint Stock Company ‘‘Pechoraneft’’, ‘‘Potential Oil’’ Limited Liability Partnership, Public Joint Stock Company ‘‘Primornefteprodukt’’, Open Joint Stock Company ‘‘Eastern Transnational Company’’ and Limited Liability Company SN-Gasproduction Issue price of Notes: 99.32% Alliance Oil Company Ltd. (the ‘‘Issuer’’) is issuing USD 500,000,000 aggregate principal amount of 7.000% guaranteed notes due 2020 (the ‘‘Notes’’). Interest on the Notes will accrue from 3 May 2013 at a rate of 7.000% per annum of their outstanding principal amount payable semi- annually in arrears on 4 May and 4 November of each year, commencing on 4 November 2013. Each of the Partly Owned Guarantors (as defined below) will separately enter into a Deed of Guarantee with BNY Mellon Corporate Trustee Services Limited as trustee for the holders of the Notes (the ‘‘Trustee’’) to be dated on or about 3 May 2013 (each a ‘‘Deed of Guarantee’’ and together, the ‘‘Deeds of Guarantee’’) and each of the Fully Owned Guarantors (as defined below) will enter into the trust deed with the Trustee and the Issuer to be dated 3 May 2013 (the ‘‘Trust Deed’’) to unconditionally and irrevocably on a joint and several basis guarantee the due and punctual payment of all amounts at any time becoming due and payable in respect of the Notes (each a ‘‘Guarantee’’ and together, the ‘‘Guarantees’’). The Notes will be subject to, and have the benefit of, the Trust Deed. Payments on the Notes will be made free and clear of any withholding taxes imposed by Bermuda, the Russian Federation or Kazakhstan to the extent described in ‘‘Terms and Conditions of the Notes’’ herein. The Notes may be redeemed by the Issuer in whole but not in part at 100% of their principal amount, plus accrued and unpaid interest, if the Issuer becomes obliged to pay certain additional amounts and otherwise as described under ‘‘Terms and Conditions of the Notes – Redemption and Purchase – Redemption for Taxation Reasons’’.