Important Notice This Offering Is Available Only to Investors Who Are Either (1) Qibs (As Defined Below) Or (2) Non-U.S
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IMPORTANT NOTICE THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QIBS (AS DEFINED BELOW) OR (2) NON-U.S. PERSONS (AS DEFINED BELOW) LOCATED OUTSIDE OF THE UNITED STATES. IMPORTANT: You must read the following before continuing. The following applies to the preliminary Listing Particulars (the "Preliminary Listing Particulars") following this page and you are therefore advised to read this page carefully before reading, accessing or making any other use of the Preliminary Listing Particulars. In accessing the Preliminary Listing Particulars, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from the Issuer, the Guarantor, and the Managers (as defined in the Preliminary Listing Particulars) as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO, EXCEPT AS EXPRESSLY DESCRIBED HEREIN. THE NOTES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND THE NOTES MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE ATTACHED PRELIMINARY LISTING PARTICULARS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER AND, IN PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. PERSON OR U.S. ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE LISTING PARTICULARS OR THIS TRANSMISSION IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE U.S. SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE NOTES DESCRIBED IN THE LISTING PARTICULARS. Confirmation of your representation: In order to be eligible to view the Preliminary Listing Particulars or make an investment decision with respect to the said securities, prospective investors must be either (1) Qualified Institutional Buyers ("QIBs") (within the meaning of Rule 144A ("Rule 144A") under the U.S. Securities Act) or (2) non-U.S. persons (as defined in Regulation S under the U.S. Securities Act ("Regulation S")) located outside the United States. The Preliminary Listing Particulars is being sent to you at your request and, by accessing the Preliminary Listing Particulars, you shall be deemed to have represented to the Issuer, the Guarantor, and the Managers that (1) either (a) you and any customers you represent are QIBs or (b) you and any customers you represent are outside of the United States/(1) you are purchasing the securities being offered in an offshore transaction (within the meaning of Regulation S) and the electronic mail address that you gave us and to which this transmission has been delivered is not located in the United States, its territories and possessions, any State of the United States or the District of Columbia and (2) you consent to delivery of the Preliminary Listing Particulars by electronic transmission. You are reminded that the Preliminary Listing Particulars has been delivered to you on the basis that you are a person into whose possession the Preliminary Listing Particulars 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 the Preliminary Listing Particulars to any other person. The materials relating to this 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 licensed broker or dealer, and the Managers or any affiliate of the Managers is a licensed broker or dealer in the relevant jurisdiction, the offering shall be deemed to be made by the Managers or such affiliate on behalf of the Issuer in such jurisdiction. The Preliminary Listing Particulars may only be distributed to, and is directed at (a) persons who have professional experience in matters relating to investments falling within article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (b) high net worth entities falling within article 49(2)(a) to (d) of the Order, and other persons to whom it may be lawfully communicated, falling within article 49(1) of the Order (all such persons together being referred to as "relevant persons"). Any person who is not a relevant person should not act or rely on this document or any of its contents. The Preliminary Listing Particulars has been sent to you in 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 Issuer, the Guarantor, and the Managers, any person who controls them or any director, officer, employee or agent of them or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Preliminary Listing Particulars distributed to you in electronic format and the hard copy version available to you on request from the Manager(s). KazTransGas Joint Stock Company (A joint stock company incorporated in the Republic of Kazakhstan) U.S.$750,000,000 4.375 per cent. Guaranteed Notes due 2027 unconditionally and irrevocably guaranteed by Intergas Central Asia Joint Stock Company (A joint stock company incorporated in the Republic of Kazakhstan) Issue Price: 99.799 per cent. Application has been made to the Irish Stock Exchange Public Limited Company (the "Irish Stock Exchange") for the approval of this document as listing particulars (the "Listing Particulars") and for the U.S.$750,000,000 4.375 per cent. Guaranteed Notes guaranteed by Intergas Central Asia Joint Stock Company (the "Guarantor") due 2027 (the "Notes") of KazTransGas Joint Stock Company (the "Issuer" or the "Company") to be admitted to the Official List of the Irish Stock Exchange (the "Official List") and trading on its Global Exchange Market, which is the exchange regulated market of the Irish Stock Exchange. The Irish Stock Exchange's Global Exchange Market is not a regulated market for the purposes of Directive 2004/39/EC (the "Markets in Financial Instruments Directive"). In addition, application has been made to list the Notes on JSC Kazakhstan Stock Exchange (the "KASE"). On 18 August 2017, KASE consent was obtained to include the Notes into the "bonds" category of the "debt securities" sector of the official list of the KASE. It is expected that the KASE consent will come into effect on or before 26 September 2017. No Notes may be issued, placed or listed outside of the Republic of Kazakhstan ("Kazakhstan" or the "State") without the prior permission of the National Bank of Kazakhstan (the "NBK"). The NBK's permission was obtained on 28 August 2017. Simultaneously with offering of the Notes outside Kazakhstan, the Notes must be offered at the KASE on the same terms on which the Notes are being offered in a foreign state. Local investors' orders must be satisfied in the volume not less than 20% of the total volume of the Notes to be placed. If the demand for the Notes in Kazakhstan is less than 20%, the investors' orders will be satisfied in full and all and any Notes remaining after the satisfaction of the investors' orders may be offered and placed outside of Kazakhstan. Interest on the Notes is payable semi-annually in arrear on 26 March and 26 September in each year. Payments on the Notes will be made without deduction for or on account of taxes of Kazakhstan to the extent described under "Terms and Conditions of the Notes—Taxation". The Notes mature on 26 September 2027 and may be redeemed before then at the option of the relevant holder at their principal amount, together with accrued interest, upon the occurrence of a Put Event (as defined in the Conditions). The Notes are also subject to redemption in whole, at their principal amount, together with accrued interest, at the option of the Issuer at any time in the event of certain changes affecting taxes of Kazakhstan. See "Terms and Conditions of the Notes—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 Citivic Nominees Limited as nominee for, and shall be deposited on or about the Closing Date with a common depository for, Euroclear Bank SA/NA ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg"). Notes which are offered and sold in reliance on Rule 144A will be represented by beneficial interests in one or more permanent global Notes (the "Restricted Global Notes" and, together with the Unrestricted Global Note, the "Global Notes") in registered form, without interest coupons attached, which will be deposited with a custodian for, and registered in the name of Cede & Co. as nominee for, The Depository Trust Company ("DTC"), on or about the Closing Date.