6th Aug 2009 07:15
NOTICE OF RESULTS - 6 August 2009
Tender and Consent of OAO TMK in relation to TMK Capital S.A.'s outstanding U.S.$ 600,000,000 10.00% Loan Participation Notes due 2011 (ISIN: XS0373732063)
OAO TMK ("TMK") today announces the final results of its previously announced invitation to holders (the "Noteholders") of TMK Capital S.A.'s outstanding U.S.$600,000,000 10.00 per cent. Loan Participation Notes due 2011 (ISIN: XS0373732063) (the "Notes") to submit offers to sell for cash any or all of their Notes (the "Tender Invitation") and to vote in respect of an Extraordinary Resolution without any offer to sell such Notes (the "Consent Invitation").
Each of the Tender Invitation and the Consent Invitation expired on 31 July 2009 at 4.00 p.m. London time.
Under the Tender Invitation, TMK has accepted for purchase U.S.$413,300,000 in aggregate principal amount of Notes validly tendered and not withdrawn pursuant to the Tender Invitation being all of the Notes that were validly tendered for purchase at the Purchase Price. No Pro-Ration Factor has been applied to the Notes.
Noteholders will receive either the Early Offer Purchase Price of U.S.$90,000 per U.S.$100,000 in principal amount of the Notes plus the Early Consent Fee of U.S.$5,000 per U.S.$100,000 in principal amount of the Notes or the Late Offer Purchase Price of U.S.$87,000 per U.S.$100,000 in principal amount of the Notes plus the Late Consent Fee of U.S.$3,000 per U.S.$100,000 in principal amount of the Notes (together, the "Purchase Price") depending on when the relevant offer to sell Notes was submitted.
TMK will also pay accrued and unpaid interest ("Accrued Interest") from (and including) 29 July 2009 to (but excluding) the date of payment of the Purchase Price (the "Settlement Date") on those Notes which are accepted for purchase by it. The Settlement Date is expected to be 20 August 2009.
All Notes purchased by TMK pursuant to the Tender Invitation will be tendered to TMK Capital S.A. for cancellation.
As at the Settlement Date, TMK expects the aggregate principal amount of the Notes outstanding and not held by TMK to be U.S.$186,700,000.
Noteholders holding in the aggregate U.S.$120,900,000 in principal amount of the Notes voted in favour of the Extraordinary Resolution without offering to sell their Notes. Such Noteholders will receive either the Early Consent Fee of U.S.$5,000 per U.S.$100,000 in principal amount of the Notes or the Late Consent Fee of U.S.$3,000 per U.S.$100,000 in principal amount of the Notes depending on when their vote was submitted.
TMK also confirms that the Transaction Condition has been satisfied and the Extraordinary Resolution was passed at a meeting of Noteholders held on 4 August 2009. Noteholders holding in the aggregate U.S.$ 534,200,000 in principal amount of the Notes (which represented approximately 89.03 per cent. of the outstanding aggregate principal amount of the Notes as at the date of the meeting) voted in favour of the Extraordinary Resolution.
The Tender Invitation and the Consent Invitation were made on the terms and subject to the conditions set out in a Tender and Consent Memorandum dated 8 July 2009 (including the offer and distribution restrictions therein). Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender and Consent Memorandum.
UBS Limited and VTB Capital plc acted as the joint dealer managers for the Tender Invitation and the Consent Invitation. Lucid Issuer Services Limited acted as tender and tabulation agent.
This notice does not constitute an offer to purchase any securities or a solicitation of an offer to sell any securities.
For further information please contact UBS Limited or VTB Capital plc on +44 20 7567 0525 or +44 20 3334 8029 respectively. Requests for information in relation to the procedures of the Tender Invitation or Consent Invitation should be directed to Lucid Issuer Services Limited on +44 20 7704 0880.
Related Shares:
TMKS.L