National Company Kazakhstan Temir Zholy announces tender offer and consent solicitation in respect of international bonds XS1713475132, US48669DAA00 (TMJLe6)

18.10.19, 12:07
/KASE, October 18, 2019/ – JSC "SkyBridge Invest", a member of Kazakhstan Stock Exchange (KASE), today provided KASE with the following announcement: quote JOINT STOCK COMPANY “NATIONAL COMPANY “KAZAKHSTAN TEMIR ZHOLY” ANNOUNCES TENDER OFFER AND CONSENT SOLICITATION IN RESPECT OF ITS U.S.$780,000,000 4.850% NOTES DUE 2027 (ISIN (REG S): XS1713475132; ISIN (RULE 144A): US48669DAA00; CUSIP (RULE 144A): 48669DAA0) NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT OR THE TENDER OFFER AND CONSENT SOLICITATION MEMORANDUM. Joint Stock Company “National Company “Kazakhstan Temir Zholy” (the “Issuer”) today announces its invitation to each holder (the “Holders”) (subject to certain offer and distribution restrictions referred to below) of the Issuer’s outstanding U.S.$780,000,000 4.850% Notes due 2027 (the “Notes”) to tender any and all Notes held by it for purchase by the Issuer for cash (the “Tender Offer”) and to concurrently consent to amend, by extraordinary resolution of the Holders (the “Extraordinary Resolution”), the terms and conditions of the Notes (the “Conditions”) to provide for mandatory early redemption of the Notes (the “Proposal”, and together with the Tender Offer, the “Offer”). The Offer is made on the terms and subject to the conditions set forth in the Tender Offer and Consent Solicitation Memorandum dated 17 October 2019 (the “Tender Offer and Consent Solicitation Memorandum”). In order to be valid, the tender of any Notes must be accompanied by a vote to approve the Extraordinary Resolution consenting to the Proposal. The Tender Offer begins on 17 October 2019 and will expire at 10:00 a.m. (London time) on 18 November 2019, unless the Tender Offer is extended or earlier terminated, as described in the Tender Offer and Consent Solicitation Memorandum (the “Expiration Deadline”). The Offer is not conditional upon any minimum principal amount of Notes being tendered or subject to any maximum principal amount of Notes that may be accepted for purchase but the Offer is conditional upon the Extraordinary Resolution being passed at the Meeting (or any adjourned Meeting) (unless the Issuer decides in its sole and absolute discretion to waive such condition), as well as to the other Conditions to the Offer (as defined in and set out in the Tender Offer and Consent Solicitation Memorandum). Copies of the Tender Offer and Consent Solicitation Memorandum are available from the Tender and Tabulation Agent as set out below. Capitalised terms used in this announcement but not defined herein have the meaning given to them in the Tender Offer and Consent Solicitation Memorandum. unquote Full version of the press release is posted on the KASE website at – http://kase.kz/files/emitters/TMJL/tmjl_reliz_181019_en.pdf [2019-10-18]