Noteholders’ Consent Solicitation Launch
Moscow, 24 October 2022. PAO NOVATEK (“NOVATEK”) announced the launch of consent solicitation process (“Consent Solicitation”) in relation to the outstanding USD 1.0 billion notes (ISIN XS0864383723 — Reg S, ISIN US66989PAC41 — Rule 144A) due December 2022 with annual coupon rate 4.422% (“Notes”) issued by Novatek Finance DAC (“Issuer”).
Rationale for the Consent Solicitation
NOVATEK adheres to meeting its obligations to all Noteholders and protecting their interests. Due to current disruptions in the international payment infrastructure, as well as recent regulatory changes in the Russian Federation regarding the servicing of bonds issued by foreign organizations, there is a material risk a payment under the Notes could not be performed to the Noteholders on the due and equal basis unless certain appointments and amendments to the Notes documentation are approved by the Noteholders.
In order to secure proper and timely payments to the Noteholders, NOVATEK is seeking the consent of the Noteholders to approve appointment of the new Trustee, new Share Trustee, as well as a number of amendments to the transaction documents under the Notes, including the Trust Deed, the Paying Agency Agreement and the Loan Agreement.
General Conditions to the Consent Solicitation
Capitalized terms used in this announcement but not defined herein have the meanings given to them in the Consent Solicitation Memorandum as of 24 October 2022.
- The full terms and conditions are set forth in the Memorandum as of 24 October 2022.
- Launch Notice is available at https://direct.euronext.com/api/PublicAnnouncements/RISDocument/Binder1.pdf?id=e9124b16-0e10-48ed-853d-1b158ddbb70f .
- Copies of the Consent Solicitation Memorandum can be obtained by registering on the Consent Solicitation Website at https://www.i2capmark.com/event-details/81/Holder/jsc-novatek.
- To participate in the Consent Solicitation, a Noteholder should deliver a valid Consent Instruction to the Information and Tabulation Agent by no later than the Consent Deadline by uploading the completed Consent Instruction on the Consent Solicitation Website.
- Only Noteholders who hold the Notes as of the Record Date may submit Consent Instructions.
- Commencement of the Consent Solicitation — 24 October 2022.
- Record Date — 9 November 2022.
- Consent Deadline (the final deadline for the submission of Consent Instructions) — not later than 11 November 2022 (5:00 p.m. London time).
- Meeting — 15 November 2022 (5:00 p.m. London time).
- Results Announcement — as soon as reasonably practicable after the Meeting.
Questions and requests for assistance in connection with the delivery of Consent Instruction may be directed to the Information and Tabulation Agent.
Information and Tabulation Agent:
i2 Capital Markets Ltd
128 City Road
London, EC1V 2NX
Phone: +44 203 633 1212
Consent Solicitation Website: https://www.i2capmark.com/event-details/81/Holder/jsc-novatek
PAO NOVATEK is the largest independent natural gas producer in Russia, and in 2017, entered the global LNG market by successfully launching the Yamal LNG project. Founded in 1994, the Company is engaged in the exploration, production, processing and marketing of natural gas and liquid hydrocarbons. Upstream activities of the Company’s subsidiaries and joint ventures are concentrated mainly in the prolific Yamal-Nenets Autonomous Region, which is the world’s largest natural gas producing area and accounts for approximately 80% of Russia’s natural gas production and approximately 15% of the world’s gas production. NOVATEK is a public joint stock company established under the laws of the Russian Federation.