TIDM51QM TIDM80LR TIDM25QR
RNS Number : 3242Y
LUKOIL International Finance B.V.
05 September 2022
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE
THIS DOCUMENT.
THIS DOCUMENT IS FOR DISTRIBUTION ONLY (A) TO QUALIFIED
INSTITUTIONAL BUYERS ("QIBS") (AS DEFINED IN RULE 144A UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES
ACT")) AND (B) OUTSIDE THE UNITED STATES TO PERSONS OTHER THAN
"U.S. PERSONS" (AS DEFINED IN REGULATION S UNDER THE SECURITIES
ACT).
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
HOLDERS. IF HOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD
TAKE, THEY SHOULD IMMEDIATELY CONSULT THEIR OWN INDEPENT
PROFESSIONAL ADVISERS.
THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST
TO THE REGISTERED AND BENEFICIAL OWNERS OF THE NOTES. IF
APPLICABLE, ALL DEPOSITORIES, CUSTODIANS AND OTHER INTERMEDIARIES
RECEIVING THIS NOTICE ARE REQUIRED TO EXPEDITE TRANSMISSION HEREOF
TO BENEFICIAL OWNERS OF THE NOTES IN A TIMELY MANNER. IF HOLDERS OR
BENEFICIAL OWNERS OF THE NOTES ARE IN ANY DOUBT AS TO THE MATTERS
REFERRED TO IN THIS NOTICE, THEY SHOULD CONSULT THEIR STOCKBROKER,
LAWYER, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER WITHOUT DELAY.
If you have recently sold or otherwise transferred your entire
holding(s) of Notes referred to below, you should immediately
forward this notice to the purchaser or transferee or to the
stockbroker, bank or other agent through whom the sale or transfer
was effected for transmission to the purchaser or transferee.
5 September 2022
PJSC LUKOIL ("LUKOIL")
IMPORTANT NOTICE TO NOTEHOLDERS
(1) the Trust Deed dated 24 April 2013 (the "2023 Trust Deed"),
governing the U.S.$1,500,000,000 4.563 per cent. Notes due 2023
(the "2023 Notes") between Lukoil International Finance B.V. (the
"2023 and 2026 Issuer"), LUKOIL and Citicorp Trustee Company
Limited (the "Original Trustee");
(2) the Trust Deed dated 2 November 2016 (the "2026 Trust
Deed"), governing the U.S.$1,000,000,000 4.750 per cent. Notes due
2026 (the "2026 Notes") between the 2023 and 2026 Issuer, LUKOIL
and the Original Trustee;
(3) the Trust Deed dated 26 October 2021 (the "2027 Trust
Deed"), governing the U.S.$1,150,000,000 2.80 per cent. Notes due
2027 (the "2027 Notes") between Lukoil Capital DAC (the "2027 and
2031 Issuer"), LUKOIL and the Original Trustee;
(4) the Trust Deed dated 6 May 2020 (the "2030 Trust Deed"),
governing the U.S.$1,500,000,000 3.875 per cent. Notes due 2030
(the "2030 Notes") between Lukoil Securities B.V. (the "2030
Issuer" and together with 2023 and 2026 Issuer and the 2027 and
2031 Issuer, the "Issuer"), LUKOIL and the Original Trustee;
and
(5) the Trust Deed dated 26 October 2021 (the "2031 Trust Deed"
and, collectively with 2023 Trust Deed, 2026 Trust Deed, 2027 Trust
Deed, 2030 Trust Deed and 2031 Trust Deed, the "Trust Deeds"),
governing the U.S.$1,150,000,000 3.60 per cent. Notes due 2031 (the
"2031 Notes", and, collectively with 2023 Notes, 2026 Notes, 2027
Notes and 2030 Notes, the "Notes") between the 2027 and 2031
Issuer, LUKOIL and the Original Trustee
LUKOIL is soliciting consents of the Noteholders to the
proposals set out herein (the "Proposals") to be approved by
extraordinary resolutions of the Noteholders (the "Extraordinary
Resolutions", and each - the " Extraordinary Resolution ") adopted
pursuant to to Condition 13 (a) (Meetings of Noteholders) of Part C
of Schedule 2 (Terms and Conditions of the Notes) and the
provisions of Schedule 3 (Provisions for Meetings of Noteholders)
of the Trust Deeds.
Terms defined in t he Trust Deeds or the Consent Solicitation
Memorandum dated 5 September 2022 (the "Memorandum") shall have the
same meaning herein unless the context requires otherwise.
The following table sets forth details of the Notes:
Title of Security Common code / CUSIP ISIN
U.S.$1,500,000,000 091950456 (Reg S Common XS0919504562 (Reg S)
4.563 per cent. Notes code)
due 2023 guaranteed
by LUKOIL
(the "2023 Notes") 549876 AH3 (CUSIP) US549876AH32 (Rule
144 )
U.S.$1,000,000,000 151404588 (Reg S Common XS1514045886 (Reg S)
4.750 per cent. Notes code)
due 2026 guaranteed
by LUKOIL
(the "2026 Notes") 549876 AL4 (CUSIP) US549876AL44 (Rule
144 )
U.S.$1,150,000,000 240157144 (Reg S Common XS2401571448 (Reg S)
2.80 per cent. Notes code) US549875AA06 (Rule
due 2027 guaranteed 240155141 (Rule 144 144 )
by LUKOIL Common code)
(the "2027 Notes") 549875 AA0 (CUSIP)
U.S.$1,500,000,000 215987400 (Reg S Common XS2159874002 (Reg S)
3.875 per cent. Notes code) US54988LAB27 (Rule
due 2030 guaranteed 215989844 (Rule 144 144 )
by LUKOIL Common code)
(the "2030 Notes") 54988L AB2 (CUSIP)
U.S.$1,150,000,000 240157152 (Reg S Common XS2401571521 (Reg S)
3.60 per cent. Notes code) US549875AB88 (Rule
due 2031 guaranteed 240155290 (Rule 144 144 )
by LUKOIL Common code)
(the "2031 Notes") 549875 AB8 (CUSIP)
1. Background
Following the events of the recent months, the United States,
the United Kingdom, the European Union and certain other countries
have introduced a number of sanctions and restrictive measures
against Russia, Russian companies and individuals. In response to
this, the Russian Federation has announced certain counter-measures
aimed, among other things, at stabilising the Russian FX market and
limiting the outflow of capital from Russia.
The above-mentioned restrictions resulted in a significant
disruption of the payment and settlement infrastructure with
respect to the notes issued by Russian companies and had a material
adverse effect on the ability of the Issuers to effect payments
under the Notes. In addition, on 19 July 2022, the Trustee has
notified the Issuers of its intention to resign from its position
in connection with all series of the Notes.
2. Proposals sought by LUKOIL
2.1. Removal of the Original Trustee and the appointment of the
New Trustee (the "Retirement and Appointment")
The Trustee informed the Issuers on 19 July 2022 of its
intention to resign as the trustee in connection with all series of
the Notes. Therefore, in order to ensure that there remains a
trustee in place in respect of all series of the Notes, LUKOIL
intends, if the Extraordinary Resolutions are passed, for the
Citicorp Trustee Company Limited to retire from the position of the
trustee by way of a notice of resignation to be delivered to the
Original Trustee by the Issuers and i2 Capital Trust Corporation
Ltd to be appointed as successor trustee by the respective Issuer
in respect of each series of the Notes.
2.2. Introduction of the alternative payment mechanics (the
"Alternative Payment Mechanics") option
With regard to each series of Notes, if the respective
Amendments Extraordinary Resolutions are duly passed, the relevant
Issuer or LUKOIL shall make any payment of principal, interest or
other amounts that become due and payable under the Notes (or
procure that such payment is made) through the Principal Paying
Agent as envisaged by the original Trust Deeds, Loan Agreements and
Paying Agency Agreements, save in respect of some of the Notes
and/or some of the Noteholders where LUKOIL, in each case upon
having received the consent of the concerned Noteholders or
beneficial owners or as otherwise permitted or required by all
applicable laws, be entitled (in each case as determined at its
sole and absolute discretion) to identify certain Notes in respect
of which the payment of principal, interest or other amounts under
the relevant Notes ("Direct Payment Notes") can be made:
(a) directly or through the relevant Clearing Systems or other
financial intermediaries to certain Noteholders or beneficial
owners, and against presentation of such documents, applications,
confirmations and/or other evidence as may be requested by or on
behalf of the Issuer or LUKOIL, in each case in the currency, as
may be selected by LUKOIL at its sole discretion (the "Alternative
Currency"), based on the prevailing exchange rate in the
jurisdiction of the payor (the "Direct Payment Option"); or
(b) through nominal accounts, escrow accounts or such other
accounts opened in the name or to the benefit of some or all of the
Noteholders or beneficial owners, provided that the relevant
payments shall be made in the Alternative Currency by application
of the concerned Noteholders or beneficial owners to the respective
Issuer or LUKOIL and against presentation of such documents,
confirmations and/or other evidence as may be requested by or on
behalf of the respective Issuer or LUKOIL (the "Alternative Payment
Option").
In the context of the Direct Payment Option or Alternative
Payment Option, the payment obligations of the relevant Issuer
towards the relevant Noteholders to make such payment in accordance
with the Conditions of the relevant Notes (including, but not
limited to, Condition 8 (Payments) thereof), the relevant Trust
Deed (including, but not limited to, Clause 2.2 (Covenant to Pay)
thereof) and the relevant Agency Agreement (including, but not
limited to, Clause 5.1 (Payment to the Principal Paying Agent)
thereof) shall be deemed duly, timely and punctually discharged,
notwithstanding that the payment was made in the Alternative
Currency and whether made directly, through the relevant Clearing
Systems or other financial intermediaries or through nominal
accounts, escrow accounts or other accounts (and not via the
Principal Paying Agent).
Any payment in respect of the Notes made in accordance with the
Direct Payment Option or the Alternative Payment Option shall be
renounced immediately upon notification in writing sent by the
respective Issuer or LUKOIL (as applicable), acting reasonably and
in good faith, to the Principal Paying Agent and/or the Clearing
Systems specifying the details of such Notes and the place of their
safekeeping, and any such payment shall no longer be deemed to be
due on such Notes and Noteholders holding such Notes shall have no
further claim in respect of such payments. The Principal Paying
Agent and/or the Clearing Systems will bear no liability for having
relied upon or acted in accordance with such notification sent by
the respective Issuer or LUKOIL.
2.3. Simplified procedure of the Notes' cancellation ("Notes
Cancellation Amendments" and, together with the Alternative Payment
Mechanics, the "Amendments")
Additionally, LUKOIL is seeking to amend certain operative
provisions of the Trust Deeds and the Conditions of the Notes to
enable simplified cancellation of the Notes that may be purchased
by the Group, which has become limited by the imposed
restrictions.
Given that the Conditions already state that the Notes purchased
by the Issuers, LUKOIL or any of their respective subsidiaries
shall be cancelled, LUKOIL considers that the proposed amendments
relating to deemed cancellation do not affect the rights and
interests of Noteholders. In particular, to enable cancellation of
the Notes, LUKOIL is proposing that all Notes that have been
purchased and/or otherwise held by or on behalf of the Issuers,
LUKOIL or any member of the Group shall be cancelled or,
alternatively, shall be designated by the respective Issuer or
LUKOIL as deemed cancelled forthwith upon their purchase by any
member of the Group (the "Designated Notes"), and that no interest
shall accrue on, and no principal amount shall be payable in
respect of, the Designated Notes, from (and including) the date
when the respective Issuer or LUKOIL notifies the Principal Paying
Agent and the Registrar of the Designated Notes having been
submitted or surrendered for cancellation (regardless of whether or
not such Designated Notes are in fact cancelled) (the "Designation
Date"), and such Notes shall not be deemed to be outstanding for
purposes of the Trust Deeds and the Notes. Accordingly, neither the
Issuers nor LUKOIL will be liable to pay any amounts on any
Designated Notes from (and including) any Designation Date.
2.4 Waivers
LUKOIL is also seeking the following waivers from the
Noteholders:
(a) waiver of any actual or potential breaches of the Trust
Deeds and Conditions of the Notes and any deficiencies that might
formally occur as a result of the Extraordinary Resolutions being
adopted on the basis of the procedures set out in the Memorandum
and related instructions to the New Trustee to waive the same and
treat the Extraordinary Resolutions as valid ones despite any such
breaches or deficiencies having occurred;
(b) waiver of any claim that the Noteholders may have against
the Original Trustee, the Principal Paying Agent, the Registrar and
the New Trustee arising as a result of any loss or damage which
they may suffer or incur as a result of any of them acting upon the
Extraordinary Resolutions and further confirmation that the
Noteholders will not seek to hold any of them liable for any such
loss or damage;
(c) waiver of any actual or potential breaches that might
formally occur as a result of the Issuer or LUKOIL making or
procuring any payments in accordance with one of the Alternative
Payment Mechanics options to the extent such Alternative Payment
Mechanics options are not formalised by way of executing the
Amendment Documents;
(d) to the extent payments are duly made in accordance with one
of the Alternative Payment Mechanics options, waiver of any and all
rights to receive or claim the respective amounts in accordance
with the original Conditions and undertaking to provide such
written confirmations or other evidence to the same effect,
including that the respective payment obligations under the Notes
have been properly discharged in full, as may be requested by
LUKOIL, the Issuer, the Principal Paying Agent, the Registrar,
Clearing Systems or the nominee of and the common depositary for
the Clearing Systems; and
(e) waiver of any and all rights with respect to any default or
breach that could arise as a result of the Issuer's and/or LUKOIL's
actions pursuant to the Condition 7(f) (as amended), resulting from
third party's omission, or action.
This notice does not contain a full description of the Proposals
and should be read in conjunction with the forms of Extraordinary
Resolutions contained in the Memorandum.
3. Execution requirements and effectiveness condition
With regards to each series of the Notes, the Proposals include
(i) retirement of the Original Trustee and appointment of the New
Trustee, i2 Capital Trust Corporation Ltd, as a successor trustee
under the Trust Deeds and (ii) the Amendments and waiver of certain
terms of the Notes (the "Proposals"), which are contained in two
separate Extraordinary Resolutions, and the Amendments
Extraordinary Resolution is conditional on the passing of the
Resignation and Appointment Extraordinary Resolution. It is a term
of the Consent Solicitation that the Voting Instructions are
irrevocable and may not be withdrawn, except in certain limited
circumstances where LUKOIL determines withdrawal rights are
required by law.
In accordance with paragraph 1.3 of Schedule 3 (Provisions for
Meeting of Noteholders) to the Trust Deed and the provisions of
Schedule 3 (Provisions for Meetings of Noteholders) of the Trust
Deeds, to be passed in relation to the Notes, the Extraordinary
Resolutions must be passed at the Meetings duly convened and held
in accordance with the provisions of Schedule 3 (Provisions for
Meetings of Noteholders) of the Trust Deeds by a majority of not
less than 75 per cent. of the votes cast. The quorum required at
each Meeting shall be: (a) with respect to the Retirement and
Appointment Extraordinary Resolution, two or more Noteholders
representing or holding a clear majority in principal amount of the
outstanding respective series of the Notes; and (b) with respect to
the Amendments Extraordinary Resolution, two or more Noteholders
representing or holding not less than 75 per cent. of the principal
amount of the outstanding respective series of the Notes. If any
Meeting is adjourned through want of quorum, the quorum required at
such adjourned Meeting shall be: (a) with respect to the Retirement
and Appointment Extraordinary Resolution, two or more Noteholders
representing or holding whatever proportion of the respective
series of the Notes; and (b) with respect to the Amendments
Extraordinary Resolution, two or more Noteholders representing or
holding not less than 25 per cent. of the principal amount of the
outstanding respective series of the Notes.
LUKOIL reserves the right, in its sole and absolute discretion,
to waive any defects, irregularities or delays in connection with
deliveries of Voting Instructions
To validly participate, a Noteholder should deliver, or arrange
to have delivered on its behalf, a valid Voting Instruction voting
in favour of, or against, the Proposals to the Information and
Tabulation Agent by no later than 26 September 2022 (6:00 p.m.
(London time)) (the "Voting Deadline"). Only Noteholders who hold
the Notes as of 19 September 2022 (the "Record Date") may submit a
Voting Instruction. The Voting Instructions submitted by the
Noteholders shall remain in full force in case of the Meeting's
adjournment and be taken into account at determining the voting
results at an adjourned Meeting.
Copies of the Memorandum can be obtained via application to the
Information and Tabulation Agent at lukoilconsent@i2capmark.com /
via Consent Solicitation Website at
https://i2capmark.com/event-details/78/Holder/lukoil-consent . A
person requesting a copy of the Memorandum shall make a
representation that it is a Noteholder or is acting in the
interests of a Noteholder. Questions and requests for assistance in
connection with the delivery of the Memorandum may be directed to
the Information and Tabulation Agent at lukoilconsent@i2capmark.com
. Questions and requests for assistance in connection with the
Memorandum and the Proposals may also be directed to LUKOIL at
ir@lukoil.com .
Announcements in connection with the Extraordinary Resolutions
will be disclosed by LUKOIL on the website of the London Stock
Exchange (
https://www.lseg.com/areas-expertise/market-information/regulatory-news-service
) and/or otherwise be made publicly available.
LUKOIL may, subject to applicable laws and the provisions of the
Trust Deed, at its option and in its sole and absolute discretion,
at any time:
(a) extend the Voting Deadline or re-open the Consent
Solicitation (in which case all references in this Memorandum to
"Voting Deadline" shall be to the latest time and date to which the
Voting Deadline has been so extended or the Consent Solicitation
re-opened);
(b) otherwise extend, re-open and/or amend the Consent
Solicitation in any respect (including, but not limited to, any
increase, decrease, extension, re-opening and/or amendment, in
relation to the Voting Deadline and/or the Meetings); or
(c) terminate the Consent Solicitation, including with respect
to the Voting Instructions delivered before the
time of such termination.
LUKOIL will make an announcement in respect of any such
extension, re-opening, amendment and/or termination as soon as is
reasonably practicable after the relevant decision is made.
4. Disclaimers
The distribution of this notice and the Memorandum to which it
relates in certain jurisdictions may be restricted by law. Persons
into whose possession this notice and the Memorandum to which it
relates come are required by the Issuers, LUKOIL, the Original
Trustee, the New Trustee and the Information and Tabulation Agent
to inform themselves about, and to observe, any such
restrictions.
This notice must be read in conjunction with the Memorandum .
This notice and the Memorandum contain important information which
should be read carefully before any decision is made with respect
to the Memorandum . If any Noteholder is in any doubt as to the
action it should take or is unsure of the impact of the adoption of
the Extraordinary Resolutions, it is recommended to seek its own
financial advice, including in respect of any tax consequences,
immediately from its stockbroker, bank manager, solicitor,
accountant or other independent financial or legal adviser. Any
individual or company whose Notes are held on its behalf by a
broker, dealer, bank, custodian, trust company or other nominee
must contact such entity if it wishes to deliver the Voting
Instructions with respect to the Extraordinary Resolutions.
None of the Issuers, LUKOIL, the Original Trustee, the New
Trustee and the Information and Tabulation Agent or any director,
officer, employee, agent or affiliate of any such person, is acting
for any Noteholder, or will be responsible to any Noteholder for
providing any protections which would be afforded to its clients or
for providing advice in relation to the Proposals and/or the
Memorandum , and accordingly none of the Issuers, LUKOIL, the
Original Trustee, the New Trustee and the Information and
Tabulation Agent or their respective directors, officers,
employees, affiliates, advisers or agents makes any recommendation
as to whether Noteholders should deliver the Voting instructions
with respect to the Extraordinary Resolutions, or refrain from
taking any action, and none of them has authorised any person to
make such recommendation. For the avoidance of doubt, the Original
Trustee has not reviewed or approved, nor will it be reviewing or
approving, any documents relating to the Amendments.
This notice is for informational purposes only. The
Extraordinary Resolutions are sought only in such jurisdictions as
is permitted under applicable law.
This information is provided by RNS, the news service of the
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of this information may apply. For further information, please
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END
STREASNSEAXAEFA
(END) Dow Jones Newswires
September 05, 2022 11:37 ET (15:37 GMT)
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