Source - RNS
RNS Number : 4102I
Sibur Securities DAC
30 August 2016
 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES, AND THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (EACH A "U.S. PERSON")) OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. OTHER RESTRICTIONS APPLY (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).

30 August 2016

Sibur Securities DAC (the "Offeror") has today launched an invitation to eligible holders of the U.S.$1,000,000,000 3.914 per cent. guaranteed notes due 2018 of which U.S.$1,000,000,000 remain outstanding (the "Notes") issued by the Offeror and unconditionally and irrevocably guaranteed by Public Joint Stock Company "SIBUR Holding"("Sibur"), as further described in the table below, to tender their Notes for purchase by the Offeror for cash (the "Tender Offer").

The Tender Offer is being made on the terms and subject to the conditions contained in the tender offer memorandum dated 30 August 2016 (the "Tender Offer Memorandum"). Capitalised terms used in this announcement but not otherwise defined have the meanings given to them in the Tender Offer Memorandum.

Description of the Notes

ISIN/ Common Code

Outstanding principal amount

Listing

Purchase Price

Maximum Consideration Amount

U.S.$1,000,000,000 3.914 per cent. Guaranteed Notes due 2018

XS0878855773 / 087885577

U.S.$1,000,000,000

Irish Stock Exchange

U.S.$1,000 per U.S.$1,000 in principal amount

U.S.$350 million in cash consideration, including the aggregate Accrued Interest Amount

Rationale for the Tender Offer

Sibur is, among other objectives, currently seeking to optimise the maturity profile of its liability portfolio. To support these objectives, Sibur wishes to use available funds to reduce the amount of its outstanding debt under the Notes. Any Notes tendered and accepted for purchase by the Offeror will be cancelled.

An existing holder of Notes has entered into an agreement with Sibur pursuant to which such holder has committed to tender US$192.8 million in aggregate principal amount of Notes held by it at the Purchase Price, subject to certain conditions being met.

Maximum Consideration Amount

The Offeror proposes to purchase an aggregate principal amount of the Notes such that the aggregate Purchase Price and the Accrued Interest Amount in respect of the purchased Notes is no greater than U.S.$350 million. The Offeror (acting jointly with Sibur) reserves the right to accept or reject tenders of the Notes in its sole and absolute discretion. The Offeror (acting jointly with Sibur) reserves the right, in its sole and absolute discretion, to purchase less than or more than the Maximum Consideration Amount, subject to applicable law.

Purchase Price

The Offeror will pay for each U.S.$1,000 in principal amount of the Notes validly tendered and accepted by it for purchase pursuant to the Tender Offer a cash purchase price equal to U.S.$1,000. In addition to the Purchase Price, the Offeror will also pay the Accrued Interest Amount in respect of the Notes validly tendered and accepted for purchase by the Offeror.

Acceptance of the Notes and Scaling

In the event that the aggregate nominal amount of the Notes validly tendered for sale is greater than the Maximum Consideration Amount less any Accrued Interest Amount due to the Noteholders, the Offeror intends to accept Notes validly tendered for purchase on a pro rata basis, as further described in the Tender Offer Memorandum.

Expected Timetable for the Tender Offer

The expected timetable of events will be as follows:

Events/Dates


Times and Dates

Launch Date

Tender Offer announced. Tender Offer Memorandum available to Qualifying Holders upon request from the Tender Agent. Beginning of Tender Offer Period.


30 August 2016

 

Expiration Time and Expiration Date

Deadline for receipt by the Tender Agent of Electronic

Instructions. End of Tender Offer Period.

Qualifying Holders should note that Electronic Instructions must be submitted in accordance with the deadlines of the Clearing Systems, which will be before the Expiration time.


4.00 p.m. (London time) on 5 September 2016

 

Announcement of the results of the Tender Offer Announcement by the Offeror of whether the Offeror will accept, subject to the Transaction Conditions being waived or satisfied, any Notes pursuant to the Tender Offer, and if so accepted, of the aggregate principal amount of Notes so accepted for purchase and the Scaling Factor (if applicable).


6 September 2016

 

 

Settlement Date

Settlement of the Tender Offer.


Expected on or about 8 September 2016

 

General

The complete terms and conditions of the Tender Offer are set forth in the Tender Offer Memorandum, which will be sent to Qualifying Holders at their request. Noteholders are urged to read the Tender Offer Memorandum carefully.

Sibur and the Offeror have retained J.P. Morgan Securities plc and Société Générale to act as Dealer Managers for the Tender Offer.

Operational Procedure Description

In order to participate in the Tender Offer, Qualifying Holders must validly tender their Notes by delivering, or arranging to have delivered on their behalf, a valid Electronic Instruction that is received by the Tender Agent prior to 4.00 p.m. (London time), on 5 September 2016. Electronic Instructions must be submitted electronically in accordance with the procedures of the relevant Clearing System, and shall be irrevocable, according to the terms and conditions, contained in the Tender Offer Memorandum.

If you need further information about the Tender Offer, please contact any of the Dealer Managers or the Tender Agent.

Contact Details:

Any questions or requests relating to the procedures for submitting an Electronic Instruction may be directed to the Tender Agent. A Qualifying Holder may also contact the Dealer Managers or such Qualifying Holder's custodian for assistance concerning the Tender Offer.

THE DEALER MANAGERS

J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London  E14 5JP

Telephone:       +44 20 7134 2468
Attention:         Liability Management
Email:            
[email protected]

Société Générale

10 Bishops Square

London E1 6EG

United Kingdom

 

Telephone: +44 20 7676 7579

Attention: Liability Management

Email: [email protected]

 

THE TENDER AGENT

Lucid Issuer Services Limited

Tankerton Works

12 Argyle Walk

London WC1H 8HA

 

Tel: +44 20 7704 0880

Attention: Thomas Choquet

Email: [email protected]


THE OFFEROR

Sibur Securities DAC

Palmerston House, Fenian Street

Dublin 2

Ireland

 

SIBUR

 

SIBUR, the management company of

SIBUR Holding

 

16/1 Krzhizhanovskogo St., Moscow, 117997

Telephone: +7 495 777 55 00

Attention: Sibur Treasury

Email: [email protected]r.ru 

 

OFFER AND DISTRIBUTION RESTRICTIONS

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.

United States

The Tender Offer is not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States or to, or for the account of benefit of, any U.S. person. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of this Announcement and/or the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer is not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to, or for the account of benefit of, a U.S. Person and the Notes cannot be tendered in the Tender Offer by any such use, means, instrumentality or facility or from or within or by persons located or resident in the United States or by any U.S. Person or any person acting for the account or benefit of a U.S. Person. Any purported tender of Notes in the Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located in the United States, a U.S. Person, by any person acting for the account or benefit of a U.S. Person, or by any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Each holder of Notes participating in the Tender Offer will represent that it is not a U.S. Person, is not located in the United States and is not participating in the Tender Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Tender Offer from the United States and who is not a U.S. Person.

United Kingdom

The communication of this Announcement, the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the "FSMA"). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may be communicated to (1) those persons who are existing members or creditors of the Offeror or other persons within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, and (2) to any other persons to whom these documents and/or materials may lawfully be communicated.

France

The Tender Offer is not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither this Announcement nor the Tender Offer Memorandum nor any other documents or materials relating to the Tender Offer has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals acting on their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code Monétaire et Financier, are eligible to participate in the Tender Offer. This Announcement, the Tender Offer Memorandum and any other document or material relating to the Tender Offer has not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers.

Italy

None of the Tender Offer, this Announcement, the Tender Offer Memorandum or any other documents or materials relating to the Tender Offer have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations.

The Tender Offer is being carried out in the Republic of Italy as exempted offers pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.

Qualifying Holders can tender some or all of their Notes pursuant to the Tender Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Tender Offer.

Russia

Neither this Announcement, nor Tender Offer Memorandum nor information contained therein nor any other document or materials relating to the Tender Offer is an offer, or an invitation to make offers, to sell, exchange or otherwise transfer securities in the Russian Federation to or for the benefit of any Russian person or entity and does not constitute an advertisement or offering of securities in the Russian Federation within the meaning of Russian securities laws. Information contained in this Announcement, or Tender Offer Memorandum, or any other document or materials relating to the Tender Offer is not intended for any persons in the Russian Federation who are not "qualified investors" within the meaning of Article 51.2 of Federal Law No. 39-FZ "On the Securities Market" dated 22 April 1996, as amended (the "Russian QIs") and must not be distributed or circulated into Russia or made available in Russia to any persons who are not Russian QIs, unless and to the extent they are otherwise permitted to access such information under Russian law.

Ireland

This Announcement and the Tender Offer Memorandum will only be distributed in Ireland in conformity with the provisions of the Companies Act 2014, the Central Bank Acts 1942 - 2014 (as amended) and the European Communities (Markets in Financial Instruments) Regulations 2007 (Nos. 1 to 3) (the "MIFID Regulations"), including, without limitation, Regulations 7 and 152 thereof or any applicable provisions of Irish law.

General

Neither this Announcement nor the Tender Offer Memorandum nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes for purchase pursuant to the Tender Offer will not be accepted from Qualifying Holders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Tender Offer to be made by a licensed broker or dealer and the Dealer Managers or any of its affiliates is such a licensed broker or dealer in any such jurisdiction, the Tender Offer shall be deemed to be made by the Dealer Managers or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.

 

 

 

This announcement has been issued through the Companies Announcement Service of

The Irish Stock Exchange

 

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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