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Zhaikmunai International B.V. Tender Offer for 10.50% Senior Notes due 2015 and intention to raise new Dollar-denominated bond

October 19, 2012
Zhaikmunai International B.V. (the "Offeror"), which is a subsidiary of Zhaikmunai L.P. (LSE:ZKM) the oil and gas exploration and production enterprise with assets in north-western Kazakhstan, announces today the commencement of a tender offer (the "Tender Offer") to purchase for cash any and all of Zhaikmunai LLP's (the "Issuer") outstanding 10.50% Senior Notes due 2015 (the "Notes"). The Tender Offer is being made pursuant to an offer to purchase dated today (the "Offer to Purchase"), which sets forth a more comprehensive description of the terms of the Tender Offer. Capitalized terms used but not otherwise defined in this press release shall have the meanings given to them in the Offer to Purchase. The table below sets forth information with respect to the Notes and the Tender Offer.

Issuer of Security

Title of Security

CUSIP and ISIN Numbers

Principal
Amount
Outstanding

Amount subject to the Tender Offer

Tender Offer Consideration (1)

Early Tender Premium (1)

Total Consideration (1)

Zhaikmunai LLP

10.50% Senior Notes due 2015

Regulation S Notes:

CUSIP N97708AA4
ISIN Number USN97708AA49

Rule 144A Notes:

CUSIP 98951QAA3
ISIN Number US98951QAA31

U.S.$
450,000,000

Any and all

U.S.$1,080

U.S.$17.50

U.S.$1,097.50

_________________


(1) Per
U.S.$1,000 principal amount of Notes validly tendered and accepted for purchase.

The Offeror also announces today its intention to raise new Dollar-denominated bond financing guaranteed on a senior basis by Zhaikmunai L.P. and all its subsidiaries other than the Offeror, on terms satisfactory to it (the "New Notes"). The purpose of the Tender Offer and the contemplated issue of the New Notes is to take advantage of current favourable conditions in the debt capital markets and to extend the Group's debt maturity profile.

Whether the Offeror will accept for purchase Notes validly tendered in the Tender Offer is subject, amongst other conditions, to the raising by the Offeror of new Dollar-denominated bond financing, on terms satisfactory to the Offeror (the "New Financing Condition"). The Offeror is not soliciting consents from holders of Notes in connection with the Tender Offer.

The Tender Offer is scheduled to expire at 5:00 p.m., New York City time, on November 19, 2012, unless extended or earlier terminated (such time and date, as the same may be extended, the "Expiration Date").
Subject to all conditions to the Tender Offer, including but not limited to, the New Financing Condition, having been satisfied or waived by the Offeror, Holders who validly tender (and do not validly withdraw) their Notes at or prior to 5:00 p.m., New York City time, on November 1, 2012, unless extended or earlier terminated (such time and date, as the same may be extended, the "Early Tender Date") and whose Notes are accepted for purchase will be eligible to receive the "Total Consideration" of U.S.$1,097.50 per U.S.$1,000 principal amount of Notes.

Holders who validly tender their Notes after the Early Tender Date but at or prior to the Expiration Date and whose Notes are accepted for purchase will be eligible to receive the "Tender Offer Consideration" of U.S.$1,080 per U.S.$1,000 principal amount of Notes.

In addition to the Total Consideration or the Tender Offer Consideration, as applicable, Holders whose Notes are accepted for purchase will be eligible to receive accrued and unpaid interest from and including the most recent interest payment date for the Notes to, but not including, the Settlement Date, which is expected to occur on November 23, 2012.

Tendering Holders who wish to tender their Notes and subscribe for the New Notes should quote a unique identifier code (the "Unique Identifier Code") which can be can be obtained by contacting Citigroup Global Markets Limited, in their Agent's Message or Letter of Transmittal (as the case may be).

The Offeror will review tender instructions received prior to the Early Tender Date and will then look favourably on those investors tendering with Unique Identifier Codes prior to the Early Tender Date when making decisions regarding the allocation of New Notes. However, no assurances can be given that any Holder that tenders Notes will be given an allocation of the New Notes at the levels it may subscribe for, or at all.

The receipt of a Unique Identifier Code in conjunction with any tender of Notes in the Tender Offer is not an application for the purchase of New Notes. In order to apply for the purchase of New Notes from the Offeror, such Holder must make a separate application to any of the joint lead managers for the New Notes, for the purchase of such New Notes.

The complete terms and conditions of the Tender Offer are described in the Offer to Purchase, copies of which may be obtained by contacting Citibank N.A., London branch,
 Citigroup Centre, Canada Square, Canary Wharf, London, E14 5LB, which is acting as the tender agent for the Tender Offer, at +44 207 508 3867. Citigroup Global Markets Limited, Merrill Lynch International and VTB Capital plc are acting as joint dealer managers for the Tender Offer (the "Joint Dealer Managers"). Questions regarding the terms of the Tender Offer may be directed to Citigroup Global Markets Limited, Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, United Kingdom, Attention: Liability Management Group, at (800) 558-3745 (toll-free), (212) 723-6106 (collect) or +44 (0) 20 7986 8969 (London), Merrill Lynch International, Merrill Lynch Financial Centre, 2 King Edward Street, London EC1A 1HQ, United Kingdom, Attention: Liability Management - John Cavanagh / Tommaso Gros-Pietro, at +44 207 995 3715 / +44 207 995 2324 / +1 888 292 0070 / +1 646 855 3401 and/or VTB Capital plc, 14 Cornhill London EC3V 3ND, United Kingdom, at +44 203 334 8029 (tel) / +44 203 334 8980 (fax), Attention: Global Head of Syndicate.

This press release does not constitute or form part of any offer or invitation to purchase, or any solicitation of any offer to sell, the Notes or any other securities, nor shall it or any part of it, or the fact of its release, form the basis of, or be relied on or in connection with, any contract therefor. The Tender Offer is made only by and pursuant to the terms of the Offer to Purchase and the related Letter of Transmittal and the information in this press release is qualified by reference to the Offer to Purchase and the related Letter of Transmittal. None of the Offeror, the Joint Dealer Managers or the tender and information agent makes any recommendations as to whether holders should tender their Notes pursuant to the Tender Offer.

  • Status
    redeemed
  • Country of risk
    Kazakhstan
  • Redemption (put/call option)
    *** (***)
  • Amount
    102,396,000 USD
  • М/S&P/F
    — / — / —
Company — Zhaikmunai
  • Full name
    Zhaikmunai LLP
  • Registration country
    Kazakhstan
  • Industry
    Oil and gas