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Gaz Capital S.A. Consent Solicitation - Series 31, 45 and 46 - Results

20 February 2023. Gaz Capital S.A. announces the results of Noteholders meetings for its outstanding Series 31 EUR500,000,000 4.364 per cent. Loan Participation Notes due 2025 (the "Series 31 Notes”), Series 45 CHF750,000,000 1.450 per cent. Loan Participation Notes due 2023 (the "Series 45 Notes”) and Series 46 EUR750,000,000 2.50 per cent. Loan Participation Notes due 2026 (the “Series 46 Notes”).


20 FEBRUARY 2023


Full announcement available via Euronext.



"Reference is made to the announcement dated 5 January 2023 pursuant to which Gaz Capital S.A. (the Issuer”) announced a solicitation (the “Consent Solicitation”) to consider and, if thought fit, pass the Extraordinary Resolutions in favour of the Proposals (as defined in the Consent Solicitation Memorandum) on the terms and subject to the conditions set forth in the Consent Solicitation Memorandum dated 5 January 2023 (the “Consent Solicitation Memorandum”) and the announcement of adjourned meetings dated 30 January 2023.


The Issuer announces that the Consent Solicitation in respect of Series 45 Notes and Series 46 Notes has been completed.


At each meeting in respect of each Series 45 Notes and Series 46 Notes held on 17 February 2023 the Extraordinary Resolution One and Extraordinary Resolution Two in favour of the Proposals were passed and thereafter the relevant Deed of Amendment to the Supplemental Trust Deed and the Deed of Amendment to the Loan Supplement were executed on the same date. As such, in respect of each Series 45 Notes and Series 46 Notes, (i) the removal of Deutsche Bank Trust Company Americas as the Trustee and appointment of i2 Capital Trust Corporation Ltd as the Trustee and (2) the amendments to the Trust Deed and the Loan Agreement as set out in the Extraordinary Resolution Two for the relevant Series have become effective.


The Issuer further announces that the meeting to consider the Extraordinary Resolutions convened on 17 February 2023 at 4:00 p.m. (London time) in respect of Series 31 Notes was adjourned due to a lack of quorum and that the adjourned meeting was convened on 10 March 2023 at 4:00 p.m. (London time).


The Issuer amends the terms of the Consent Solicitation in respect of Series 31 Notes and sets the new Voting Deadline at 4:00 p.m. (London time) on 8 March 2023. All Noteholders that have duly submitted their Voting Instructions prior to the original Voting Deadline need not re-submit them as such Voting Instructions remain valid for the relevant adjourned meetings.


All Noteholders that have not yet participated in the Consent Solicitation in respect of Series 31 Notes are encouraged to do so. The Consent Fee of €3.5 per €1,000 in principal amount of Series 31 Notes will be payable to all Noteholders voting in favour of the relevant Extraordinary Resolutions, including the Noteholders voting by the new Voting Deadline through submitting the Voting Instructions under to the terms of the Consent Solicitation Memorandum."

 

30 JANUARY 2023


Full announcement available via Euronext.


The Issuer announces that the meetings to consider the Extraordinary Resolutions convened at:


(i) 4:00 p.m. (London time) on 27 January 2023 in respect of Series 31 Notes;

(ii) 4:15 p.m. (London time) on 27 January 2023 in respect of Series 45 Notes; and

(iii) 4:30 p.m. (London time) on 27 January 2023 in respect of Series 46 Notes,


were adjourned due to a lack of quorum and that the adjourned meetings are convened on:


(i) 17 February 2023 at 4:00 p.m. (London time) in respect of Series 31 Notes;

(ii) 17 February 2023 at 4:15 p.m. (London time) in respect of Series 45 Notes; and

(iii) 17 February 2023 at 4:30 p.m. (London time) in respect of Series 46 Notes.


The Issuer amends the terms of the Consent Solicitation and sets the new Voting Deadline at 4:00 p.m. (London time) on 15 February 2023 for the Series of Notes. All Noteholders that have duly submitted their Voting Instructions prior to the original Voting Deadline need not re-submit them as such Voting Instructions remain valid for the relevant adjourned meetings."

 

5 January 2023. Gaz Capital S.A. announces Consent Solicitation for its outstanding Series 31 EUR500,000,000 4.364 per cent. Loan Participation Notes due 2025 (the "Series 31 Notes”), Series 45 CHF750,000,000 1.450 per cent. Loan Participation Notes due 2023 (the "Series 45 Notes”) and Series 46 EUR750,000,000 2.50 per cent. Loan Participation Notes due 2026 (the “Series 46 Notes” and, collectively with Series 31 Notes and Series 45 Notes, the “Notes” and each of them, a “Series of Notes”).


(Information on previous Consent Solicitations for Gaz Capital are below this event)


Full announcements for this event are available at EURONEXT as at 5th January 2023.


"Gaz Capital S.A. (the “Issuer”) today announces a solicitation (the “Consent Solicitation”) to consider and, if thought fit, pass the Extraordinary Resolutions in favour of the Proposals (as defined in the Consent Solicitation Memorandum) on the terms and subject to the conditions set forth in the Consent Solicitation Memorandum dated 5 January 2023 (the “Consent Solicitation Memorandum”). The Consent Solicitation begins on the date of the Consent Solicitation Memorandum. The Voting Deadline (as defined below) for Consent Solicitation is 4:00 p.m. (London time) on 25 January 2023 (as may be extended)."



...


"Rationale for the Consent Solicitation


From February 2022 onwards the United States of America, the European Union, the United Kingdom and other nations have imposed additional sanctions against the Russian Federation and Russian persons in connection with events in Ukraine. The sanctions, among other things, significantly disrupted the existing framework and infrastructure for delivery and settlement of securities, including the formal process of cancelling securities that are purchased by issuers in the market.


On 9 May 2022, the Trustee informed the Issuer of its decision to resign as trustee in connection with the Notes citing sanctions introduced by the European Union as the rationale for its action.

In light of such circumstances and to ensure that investors are able to benefit from having a trustee that is able to act in the interests of the Noteholders, the Issuer is, in particular, soliciting consents of the Noteholders in respect of each Series of Notes:


(i) to remove the Trustee and replace it with the New Trustee in respect of each relevant Series of Notes;


(ii) to amend the procedure for retirement of trustees by allowing the trustee, the Issuer or the Company to appoint a co-trustee in the event of introduction of, or changes in, legislation or regulations or imposition of any applicable sanctions or other restrictions resulting in an inability of the trustee to act in respect of each relevant Series of Notes;


(iii) to amend provisions of the Trust Deed (including the Terms and Conditions) and the Loan Agreement to permit a reduction of liability under the Trust Deed and the Loan Agreement if the Company or its Subsidiary surrenders Notes for cancellation and such Notes are cancelled (the “Surrendered and Cancelled Notes”) or if the Company gives notice of designation of Notes held by the Company or its Subsidiary as cancelled irrespective of whether they are actually cancelled (the “Designated Notes”), and


(iv) to change the grace period applicable to payments under the Loan Agreement to 14 calendar days in order to make provision for longer cash transfer periods caused by operational and technical disruptions outside the Company’s control.


The Company believes that such modifications would afford a greater flexibility to adapt the existing structure of Notes to the unpredictable regulatory and sanctions environment and avoid any obstacles in servicing the Issuer’s obligations under the Notes and the Company’s obligations under the Loan Agreement and, therefore, would be in the best interests of the Noteholders."

 

PREVIOUS GAZ CAPITAL CONSENT TRANSACTIONS:-


19 December 2022. Gaz Capital S.A. announces completion of the Consent Solicitation for its outstanding Series 12 U.S.$1,250,000,000 7.288 per cent. Loan Participation Notes due 2037 (the “Series 12 Notes”), Series 29 U.S.$900,000,000 4.950 per cent. Loan Participation Notes due 2028 (the “Series 29 Notes”), and Series 48 U.S.$1,250,000,000 5.150 per cent. Loan Participation Notes due 2026 (the “Series 48 Notes”).


Full announcement available via EURONEXT.



"At each meeting in respect of each Series 12 Notes, Series 29 Notes and Series 48 Notes held on 16 December 2022 the Extraordinary Resolution One and Extraordinary Resolution Two in favour of the Proposals were passed and the relevant Deed of Amendment to the Supplemental Trust Deed and the Deed of Amendment to the Loan Supplement were executed. As such, in respect of each Series 12 Notes, Series 29 Notes and Series 48 Notes, (i) the removal of Deutsche Bank Trust Company Americas as the Trustee and appointment of i2 Capital Trust Corporation Ltd as the Trustee and (2) the amendments to the Trust Deed and the Loan Agreement as set out in the Extraordinary Resolution Two for the relevant Series have become effective."

 

5 December 2022. Gaz Capital S.A. announces the results of Noteholders meetings for its outstanding Series 12 U.S.$1,250,000,000 7.288 per cent. Loan Participation Notes due 2037 (the “Series 12 Notes”), Series 29 U.S.$900,000,000 4.950 per cent. Loan Participation Notes due 2028 (the “Series 29 Notes”), and Series 48 U.S.$1,250,000,000 5.150 per cent. Loan Participation Notes due 2026 (the “Series 48 Notes”).


Full announcement available via EURONEXT.



 

10 November 2022. Gaz Capital S.A. announces Consent Solicitation for its outstanding Series 12 U.S.$1,250,000,000 7.288 per cent. Loan Participation Notes due 2037 (the "Series 12 Notes”), Series 29 U.S.$900,000,000 4.950 per cent. Loan Participation Notes due 2028 (the "Series 29 Notes”) and Series 48 U.S.$1,250,000,000 5.150 per cent. Loan Participation Notes due 2026 (the “Series 48 Notes” and, collectively with Series 12 Notes and Series 29 Notes, the “Notes” and each of them, a “Series of Notes”).


Full announcement available via EURONEXT.


"Gaz Capital S.A. (the “Issuer”) today announces a solicitation (the “Consent Solicitation”) to consider and, if thought fit, pass the Extraordinary Resolutions in favour of the Proposals (as defined in the Consent Solicitation Memorandum) on the terms and subject to the conditions set forth in the Consent Solicitation Memorandum dated 10 November 2022 (the “Consent Solicitation Memorandum”). The Consent Solicitation begins on the date of the Consent Solicitation Memorandum. The Voting Deadline (as defined below) for Consent Solicitation is 4:00 p.m. (London time) on 30 November 2022 (as may be extended).



Rationale for the Consent Solicitation


From February 2022 onwards the United States of America, the European Union, the United Kingdom and other nations have imposed additional sanctions against the Russian Federation and Russian persons in connection with events in Ukraine. The sanctions, among other things, significantly disrupted the existing framework and infrastructure for delivery and settlement of securities, including the formal process of cancelling securities that are purchased by issuers in the market.


On 9 May 2022, the Trustee informed the Issuer of its decision to resign as trustee in connection with the Notes citing sanctions introduced by the European Union as the rationale for its action.


In light of such circumstances and to ensure that investors are able to benefit from having a trustee that is able to act in the interests of the Noteholders, the Issuer is, in particular, soliciting consents of the


Noteholders in respect of each Series of Notes:


(i) to remove the Trustee and replace it with the New Trustee in respect of each relevant Series of Notes;


(ii) to amend the procedure for retirement of trustees by allowing the trustee, the Issuer or the Company to appoint a co-trustee in the event of introduction of, or changes in, legislation or regulations or imposition of any applicable sanctions or other restrictions resulting in an inability of the trustee to act in respect of each relevant Series of Notes;


(iii) to amend provisions of the Trust Deed (including the Terms and Conditions) and the Loan Agreement to permit a reduction of liability under the Trust Deed and the Loan Agreement if the Company or its Subsidiary surrenders Notes for cancellation and such Notes are cancelled (the “Surrendered and Cancelled Notes”) or if the Company gives notice of designation of Notes held by the Company or its Subsidiary as cancelled irrespective of whether they are actually cancelled (the “Designated Notes”), and


(iv) to change the grace period applicable to payments under the Loan Agreement to 14 calendar days in order to make provision for longer cash transfer periods caused by operational and technical disruptions outside the Company’s control.

The Company believes that such modifications would afford a greater flexibility to adapt the existing structure of Notes to the unpredictable regulatory and sanctions environment and avoid any obstacles in servicing the Issuer’s obligations under the Notes and the Company’s obligations under the Loan Agreement and, therefore, would be in the best interests of the Noteholders."

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