14th Sep 2009 08:41
PRESS-RELEASE
Moscow 11 September, 2009
Not for distribution into the United States
OJSC Gazprom has established its U.S.$4 Billion Guaranteed European Commercial Paper Programme.
OJSC Gazprom announces the establishment of its U.S.$4 Billion Guaranteed European Commercial Paper ("ECP") Programme (the "Programme") (short-term rating A-3/P-2/F3) for the issuance of short dated debt instruments in the European and Asian markets under Regulation S of the U.S. Securities Act of 1933 by Gazprom ECP S.A., an orphan special purpose vehicle established in Luxembourg (the "Issuer"), guaranteed by OJSC Gazprom. The Programme will allow OJSC Gazprom to better manage its liquidity position and short-term cash-flows.
The debut draw-down under the Programme has been placed in the amount of USD 600 mm with a maturity of 3 months at 3.4% annual yield.
UBS Investment Bank acts as the Sole Arranger of the Programme and the Sole Bookrunner of the first draw-down.
This announcement is not an offer for sale of any securities of OJSC Gazprom or the Issuer in the United States. Any securities of OJSC Gazprom or the Issuer may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Neither OJSC Gazprom nor the Issuer intends to register any portion of the offering in the United States or to conduct a public offering of any securities in the United States.
This announcement is only being distributed to and directed only at persons (i) whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business. or (ii) who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses, in each case where the issue of debt instruments would otherwise constitute a contravention of section 19 of the Financial Services and Markets Act 2000 (the "FSMA") by the Issuer or OJSC Gazprom. This announcement may only be made in circumstances in which section 21(1) of the FSMA does not apply to the Issuer or OJSC Gazprom, and in compliance with all other applicable provisions of the FSMA with respect to anything done by it in relation to the Programme and any debt instruments in, from or otherwise involving the United Kingdom.
Information contained in this announcement does not constitute an advertisement or offering of the securities in Russia within the meaning of Russian securities laws and must not be passed on to third parties or otherwise be made publicly available in Russia. The debt instruments have not been and will not be registered in Russia and are not intended for "offering", "placement" or "circulation" in Russia (each as defined in Russian securities laws).
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