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TMK Capital SA (62NM)

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Friday 17 November, 2017

TMK Capital SA

Release of IPSCO from Guarantee

RNS Number : 8712W
TMK Capital S.A.
17 November 2017
 

THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE SUCH ANNOUNCEMENT.

 

 

17 November 2017

 

U.S.$500,000,000 6.75 PER CENT. LOAN PARTICIPATION NOTES DUE 2020
(of which U.S.$500,000,000 is currently outstanding)
 (Regulation S ISIN: XS0911599701; Regulation S Common Code: 091159970; Rule 144A ISIN: US87263TAA34; CUSIP: 87263TAA3)
(the "Notes")
issued by TMK Capital S.A. (the "Issuer")
for the sole purpose of financing a loan to PAO "TMK" ("TMK")
such loan unconditionally and irrevocably guaranteed by
"Volzhsky Pipe Plant", Joint stock company, "Trade House "TMK", Joint Stock Company, "Seversky Pipe Plant", Public Joint stock company, "Sinarsky Pipe Plant", Public Joint stock company, "Taganrog Metallurgical Plant", Public Joint stock company and IPSCO Tubulars Inc.
(the "Guarantors")

TMK Announces Release of IPSCO from Guarantee

 

PAO "TMK" ("TMK") announces the amendments to the loan agreement in respect of the Notes dated 28 March 2013 (the "Loan Agreement") and the deed of loan guarantee in respect of the Notes dated 28 March 2013 as supplemented by the loan guarantor deeds of accession, each dated 26 June 2013 (the "Deed of Loan Guarantee"), such amendments: (1) unconditionally and irrevocably releasing and discharging IPSCO Tubulars Inc. ("IPSCO") from obligations under its guarantee in respect of the Loan, and (2) making certain consequential amendments to the Loan Agreement so, inter alia, that IPSCO is not be required to become a Loan Guarantor again in the future and, therefore, removing IPSCO from being a party to the Deed of Loan Guarantee (together the "Amendments").

Such amendments have been made following a meeting of holders of the Notes in which an extraordinary resolution was passed which provided for the Amendments to be made to the Loan Agreement and Deed of Loan Guarantee (the "Consent Solicitation").

The payment date is expected to be on November 23, 2017.

Capitalised terms used in this announcement have the meanings ascribed to them in the consent solicitation memorandum dated 25 October 2017.

TMK continues to consider a range of strategic alternatives for IPSCO, and the Amendments, now implemented, will allow TMK the flexibility to pursue the optimal strategy for the Group to maximise the value of its holding in IPSCO.

TMK's current intention following the Amendments is for TMK to use substantially all of the proceeds it receives from any such strategic alternative for repayment of its indebtedness that ranks pari passu or senior to the Notes.

 

Solicitation Agents and Tabulation Agent

The Solicitation Agents for the Consent Solicitation were:

 

Citigroup Global Markets Limited

Citigroup Centre

Canary Wharf

London E14 5LB

United Kingdom

 

Telephone: +44 20 7986 8969

Email: [email protected]

Attention: Liability Management Group

J.P. Morgan Securities plc

25 Bank Street

Canary Wharf

London E14 5JP

United Kingdom

 

Telephone: +44 20 7134 2468
Email: [email protected]

Attention: Liability Management

VTB Capital plc

14 Cornhill

London EC3V 3ND

United Kingdom

 

Telephone: +44 203 334 8118

E-mail: [email protected]

Attention:             Liability Management

 

The Tabulation Agent with respect to the Consent Solicitation was:

 

Lucid Issuer Services Limited

Tankerton Works

12 Argyle Walk

London WC1H 8HA

 

Telephone: +44 207 704 0880

E-mail: [email protected]

Attention: David Shilson / Alexander Yangaev

 

THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE SUCH ANNOUNCEMENT.

 

This announcement has been issued through the Companies Announcement Service of

the Irish Stock Exchange.

 

                                          


This information is provided by RNS
The company news service from the London Stock Exchange
 
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