Zhaikmunai (Kazakhstan) intends to replace Zhaikmunai International B.V. (Kingdom of Netherlands) as issuer of international bonds USN97716AA72, US98953VAA08 (NL_ZHMNe2)
April 23, 2013 Irbis IAFM
LLP "Zhaikmunai" (Oral), whose bonds are officially listed on Kazakhstan Stock Exchange (KASE), has provided KASE with the following communiqué of April 23, 2013:
Zhaikmunai L.P. (LSE: ZKM) ("Zhaikmunai"), the oil and gas exploration, development and production business, announces its intention to effect the substitution of Zhaikmunai LLP as the issuer, in place of Zhaikmunai International B.V., of the notes issued on 13 November 2012. This substitutionwas planned at the time of the original issue and was described in the offering memorandum dated 6 November 2012.
On 13 November 2012 Zhaikmunai International B.V., successfully issued a US$560 million senior bond with a 13 November 2019 maturity and a fixed coupon of 7.125% per annum (the "Notes"). The Notes were admitted to the Official List and trading on the Global Exchange Market, which is the exchange regulated market of the Irish Stock Exchange. On 2 April 2013, the Kazakhstan Stock Exchange (KASE) approved the admission of the Notes to the "rated debt securities" category of the official list of the KASE. The listing of the Notes
on the KASE took place on 4 April 2013.
Following the listing of the Notes on the KASE, Zhaikmunai International B.V. and the existing guarantors of the Notes (including Zhaikmunai LLP) intend to enter into a supplemental indenture, as provided for and pursuant to Section 4.15 of the indenture governing the Notes, under which Zhaikmunai LLP will assume all of the original issuer's obligations under the Notes and Zhaikmunai International B.V. will be released from its obligations under the Notes as the issuer and will become a guarantor of the Notes. The Notes also continue to be admitted to the Official List and trading on the Global Exchange Market, which is the exchange regulated market of the Irish Stock Exchange.
The remaining notes due 2015 of Zhaikmunai LLP (which were admitted to the Official List of the Luxembourg Stock Exchange and admitted for trading on the Luxembourg Stock Exchange's Euro MTF market in 2010 and listed on the KASE in 2011) are unaffected by the substitution.
JSC "Halyk Finance" (Almaty) acted as financial advisor to Zhaikmunai LLP in connection with the substitution and the KASE listing.
Jan-Ru Muller, CFO of Zhaikmunai, commented:
"This substitution will complete an important step towards increased financial flexibility for Zhaikmunai. Thanks to the successful pricing of a US$ 560 million aggregate principal amount of senior bonds with a seven-year maturity (2019) at a fixed coupon of 7.125% per annum, Zhaikmunai could prepay US$ 357 million of its existing notes and extend 80% of its existing liabilities to 2019 while reducing its overall borrowing rate. This increased financial flexibility bodes well for the pursuit of Zhaikmunai's strategic organic and inorganic growth avenues in the years ahead."
The Notes have not been and will not be registered under the United State Securities Act of 1933, as amended (the "Securities Act") nor the securities laws of any state of the United States. The Notes many not be offered or sold into the United States absent registration or an exemption from registration as provided in the Securities Act, and the rules and regulations thereunder. There is no intention to register any portion of any offering of the Notes in the United States or to conduct a public offering of the Notes in the United
For further information please visit www.zhaikmunai.com
Zhaikmunai LP – Investor Relations
+ 31 20 737 2288
Pelham Bell Pottinger
+ 44 (0) 207 861 32 32
Issue — Zhaikmunai, 9.5% 25jun2033, USD
Country of riskKazakhstan
Redemption (put/call option)
М/S&P/F— / — / —
Company — Zhaikmunai
Full nameZhaikmunai LLP
IndustryOil and gas