Launch of Consent Solicitation (3245X)
February 13 2012 - 9:53AM
UK Regulatory
TIDM94DU TIDM94DV
RNS Number : 3245X
JSC National Atomic Co. Kazatomprom
13 February 2012
This announcement contains important information that should be
read carefully before any decision is made with respect to the
Proposal (as defined below) and must read in conjunction with the
Consent Solicitation Memorandum (as defined below). Any individual
or company whose Notes (as defined below) are held by a broker,
dealer, bank, custodian, trust company or accountholder must
contact such entity and instruct such entity, as the holder of such
Notes, to consent in accordance with the customary procedures of
the relevant clearing system. Any Noteholder who is in doubt as to
what action to take should contact an independent professional
adviser for advice on the merits of the Proposal including, without
limitation, the tax consequences thereof.
KAZATOMPROM LAUNCHES CONSENT SOLICITATION
13 February 2012 - JSC National Atomic Company Kazatomprom
("Kazatomprom"), a joint stock company organised in the Republic of
Kazakhstan, is commencing the solicitation of consents (the
"Consent Solicitation") from holders (the "Noteholders") of its
U.S.$500,000,000 6.25% Notes due 2015
(Regulation S Notes: ISIN XS0510820011 / Common Code 051082001;
Rule 144A Notes: ISIN US63253RAA05 / CUSIP 63253RAA0 / Common Code
051127641; KASE Trading Code KZAPe1 (the "Notes").
Pursuant to the Consent Solicitation, Kazatomprom is requesting
the Noteholders to approve certain proposed waivers of the
provisions of the Terms and Conditions of the Notes and the Trust
Deed (the "Proposal"). Capitalised terms used in this announcement
and not otherwise defined herein have the meanings ascribed to them
in the Consent Solicitation Memorandum dated 13 February 2012
issued by Kazatomprom (the "Consent Solicitation Memorandum").
As more fully described directly from the transfer
in the Consent Solicitation by the Issuer of the
Memorandum, the Issuer Social Facility.
is seeking the sanction
and approval by Noteholders For the avoidance of
of the waiver of certain doubt, the proposed
provisions of the Terms waiver of compliance
and Conditions of the with the "Limitation
Notes and the Trust on Sales of Assets and
Deed, including as follows: Subsidiary Stock" covenant
is limited to the transfer
(a) the obligation of of the Social Facility.
the Issuer under Condition As to any other asset
4(c) (Limitation on disposition, this covenant
Sales of Assets and will remain in full
Subsidiary Stock) of force and effect.
the Terms and Conditions
of the Notes to not, If (i) the Extraordinary
and not permit any material Resolution is approved
subsidiary to, consummate and (ii) all Conditions
any asset disposition Precedent are satisfied
involving aggregate or, if capable of being
consideration equal waived, waived, then
to or greater than U.S.$10 Kazatomprom will pay,
million (or its equivalent) or procure to be paid,
unless the Issuer or on the Settlement Date:
such subsidiary receives
consideration at the * a cash payment of U.S.$2.50 for each U.S.$1,000
time of such asset disposition principal amount of Notes (the "Early Consent Fee")
at least equal to the to Noteholders who complete and deliver valid Voting
fair market value of Instructions in favour of the Extraordinary
the asset, insofar as Resolution on or before the Early Solicitation
this requirement applies Deadline; or
to the potential transfer
by the Issuer of the
Art Palace for Schoolchildren * a cash payment of U.S.$1.00 for each U.S.$1,000
in Astana City (the principal amount of Notes (the "Consent Fee") to
"Social Facility") to Noteholders who complete and deliver (and do not
another entity; revoke) valid Voting Instructions in favour of the
Extraordinary Resolution after the Early Solicitation
(b) any other Condition Deadline.
of the Terms and Conditions
of the Notes or clause
of the Trust Deed or
any Event of Default
that may have arisen
directly from the construction
by the Issuer of the
Social Facility; and
(c) any other Condition
of the Terms and Conditions
of the Notes or clause
of the Trust Deed or
any Event of Default
that may arise
The Early Solicitation appointment of the Tabulation
Deadline is 3:00 p.m. Agent as proxy and instructions
(London time) on 24 as to how it wishes
February 2012 and the the votes in respect
Solicitation Deadline of the Notes beneficially
is 3:00 p.m. (London owned by it to be cast
time) on 5 March 2012 at the Meeting. If such
(unless extended or Electronic Voting Instructions
earlier terminated by or DTC Instructions
Kazatomprom). The Meeting are delivered after
will take place on 7 the Early Solicitation
March 2012 unless adjourned. Deadline, they will
remain valid unless
The Proposal requires amended or revoked.
the consent of the Noteholders All Electronic Voting
of not less than 75 Instructions and DTC
per cent. of the votes Instructions will remain
cast at a Meeting duly valid until the conclusion
convened and held by of the Meeting or adjourned
two or more persons Meeting, as the case
holding or representing may be, unless validly
in the aggregate more amended or revoked (if
than 50 per cent. in revocable).
principal amount of
the outstanding Notes. In respect of Notes
held through DTC, only
Noteholders wishing those holders who are
to participate in the direct participants
Consent Solicitation in DTC on 13 February
should submit or to 2012 (the "Record Date")
arrange to have submitted will be entitled to
on their behalf no later vote. Holders who acquire
than the Solicitation Notes after the Record
Deadline (unless extended Date will not be able
or earlier terminated to exercise their vote
by Kazatomprom) Electronic in respect of Notes
Voting Instructions held by DTC.
or DTC Instructions
through the relevant A complete set of the
Clearing System in accordance Consent Solicitation
with the procedures materials is available
of, and within the time upon request by contacting
limits specified the Solicitation Agents
by, the relevant Clearing or the Tabulation Agent.
System regarding the
The Solicitation Agents for the Consent Solicitation are:
J.P. Morgan Securities The Royal Bank of Scotland
Ltd. plc
125 London all 135 Bishopsgate
London EC2Y 5AJ London, EC2M 3UR
United Kingdom United Kingdom
Tel: +44 20 7779 2468, Tel: +44 20 7075 3781,
+44 20 7325 4851 +44 20 7085 4634
Attention: J.P. Morgan Attention: Liability
Liability Management Management Group
Email: corp_syndicate@jpmorgan.com, Email: liabilitymanagement@rbs.com
emea_lm@jpmorgan.com
The Tabulation Agent for the Consent Solicitation is:
The Bank of New York Mellon, London Branch
One Canada Square
London E14 5AL
United Kingdom
Tel: +44 20 7964 4958
Attention: Debt Restructuring Services
Email: debtrestructuring@bnymellon.com
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION TO
PARTICIPATE IN THE CONSENT SOLICITATION.
Within the United Kingdom, forward-looking statements
this announcement is can be identified by
directed only at persons the use of forward-looking
having professional terminology such as
experience in matters "believes", "expects",
relating to investments "may", "are expected
who fall within the to", "intends", "will",
definition of "investment "will continue", "should",
professionals" in Article "would be", "seeks",
19(5) of the Financial "approximately" or "anticipates"
Services and Markets or similar expressions
Act 2000 (Financial or the negative or other
Promotion) Order 2005 variations thereof or
("relevant persons"). comparable terminology.
The investment or investment These forward-looking
activity to which this statements include all
announcement relates matters that are not
is only available to historical facts. Although
and will only be engaged forward-looking statements
in with relevant persons reflect management's
and persons who receive good faith beliefs,
this announcement who reliance should not
are not relevant persons be placed on forward-looking
should not rely or act statements because they
upon it. involve known and unknown
risks, uncertainties
This announcement is and other factors, which
not a solicitation of may cause actual results,
consent with respect performance or achievements
to any Notes and does to differ materially
not constitute an invitation from anticipated future
to participate in the results, performance
Consent Solicitation or achievements expressed
in or from any jurisdiction or implied by such forward-looking
in or from which, or statements. Kazatomprom
to or from any person does not undertake any
to or from whom, it obligation to publicly
is unlawful to make update or revise any
such invitation under forward-looking statements,
applicable securities whether as a result
laws. The Consent Solicitation of new information,
is being made solely future events or otherwise.
pursuant to the Consent
Solicitation Memorandum Disclaimer
and related documents,
dated 13 February 2012, This announcement must
which set forth a detailed be read in conjunction
statement of the terms with the Consent Solicitation
of the Consent Solicitation. Memorandum. This announcement
and the Consent Solicitation
The distribution of Memorandum contain important
this announcement in information which should
certain jurisdictions be read carefully before
may be restricted by any decision is made
law. Persons into whose with respect to the
possession this announcement Proposal. If any Noteholder
comes are required to is in any doubt as to
inform themselves about, the contents of the
and to observe, any Consent Solicitation
such restrictions. Memorandum or the action
it should take, it is
Cautionary Statement recommended to seek
Regarding Forward-Looking its own financial advice
Statements immediately from its
stockbroker, bank manager,
This announcement includes accountant, tax advisor
forward-looking statements. or independent advisor.
Certain statements set None of Kazatomprom,
forth in this Consent the Tabulation Agent,
Solicitation Memorandum the Solicitation Agents
contain "forward-looking or the Trustee under
statements" that involve the Trust Deed, makes
a number of risks and any recommendation as
uncertainties. Certain to whether Noteholders
such should consent to the
Proposal.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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