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Gaz Capital S.A. Consent Solicitation Launch - Series 42

Updated: Mar 17, 2023

23 February 2023. Gaz Capital S.A. announces Consent Solicitation for its outstanding Series 42 £850,000,000 4.250 per cent. Loan Participation Notes due 2024 (the “Notes”).


23 FEBRUARY 2023


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 Resolution 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 23 February 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 15 March 2023 (as may be extended).

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"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.


In light of such circumstances, the Issuer is soliciting consents of the Noteholders:


1. to amend provisions of the Trust Deed to allow 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 the Notes;


2. 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


3. 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.


It is expected 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 OFFER BELOW**

 

22 February 2023. Gaz Capital S.A. announces completion of the Consent Solicitation for its outstanding Series 42 £850,000,000 4.250 per cent. Loan Participation Notes due 2024 (the “Notes”)


22 FEBRUARY 2023


Full announcement available via EURONEXT.


Gaz Capital S.A. (the “Issuer”) announces that a solicitation (the “Consent Solicitation”) in respect of the Notes to consider and, if thought fit, pass the Extraordinary Resolution in favour of the Proposals on the terms and subject to the conditions set forth in the Consent Solicitation Memorandum dated 16 January 2023 (the “Consent Solicitation Memorandum”) and the notice of adjourned meeting dated 8 February 2023 has been completed.

At the meeting held on 21 February 2023 the Extraordinary Resolution in favour of the Proposals was passed. Accordingly, in respect of the Notes, (i) the removal of Deutsche Bank Trust Company Americas as the Trustee and appointment of i2 Capital Trust Corporation Ltd as the Trustee has become effective and (2) the authorisation to terminate the Swap Agreements as set out in the Extraordinary Resolution has been obtained.

 

8 February 2023. Gaz Capital S.A. announces the results of Noteholders meetings for its outstanding Series 42 £850,000,000 4.250 per cent. Loan Participation Notes due 2024 (the “Notes”).


08 FEBRUARY 2023


Full announcement available via EURONEXT.


The Issuer announces that (a) the Voting Deadline occurred at 4:00 p.m. (London time) on 3 February 2023 and (b) the meeting to consider the Extraordinary Resolution convened at 4:00 p.m. (London time) on 7 February 2023 in respect of the Notes was adjourned due to a lack of quorum and that the adjourned meeting is convened on 21 February 2023 at 5:00 p.m. (London time). Noteholders are reminded that all Voting Instructions duly submitted prior to the Voting Deadline remain valid for the adjourned meeting.
 

16 January 2023. Gaz Capital S.A. announces Consent Solicitation for its outstanding Series 42 £850,000,000 4.250 per cent. Loan Participation Notes due 2024 (the “Notes”).


Full announcements for this event are available at EURONEXT as at 16th January 2023.


"Gaz Capital S.A. (the “Issuer”) today announces a solicitation (the “Consent Solicitation”) to consider and, if thought fit, pass the Extraordinary Resolution 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 16 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 3 February 2023 (as may be extended)."


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"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 have, among other things, materially disrupted the existing framework and infrastructure in respect of securities, including the process of making regular payments in respect of outstanding debt securities and, as a result, taking it significantly longer to wire funds to payees on account of, in particular, additional compliance procedures instituted by various services providers and payment intermediaries. Further, 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.


As a consequence, the Issuer is soliciting consents of Noteholders to (i) remove the Trustee and replace it with the New Trustee and (ii) authorise and direct the New Trustee to consent to termination of the Swap Agreements. No other provisions of the Notes are affected by the Consent Solicitation.


Such action would allow the Noteholders to appoint the New Trustee willing to act in respect of the Notes and enable the Issuer to make payments due on the Notes without them being routed through Swap Counterparties. In accordance with legal provisions of the Notes and the underlying loan Noteholders rely on the credit standing of the Company and, were the Swap Agreements to fall away for any reason, the Company is obligated to service the loan in pounds sterling. If the Proposals are adopted, the Company further confirms its commitment to make payments relating to the Notes in pounds sterling.


It is expected that termination of the Swap Agreements would result in a greater operational efficiency with making payments in respect of the Notes and could help eliminate longer cash transfer periods caused by operational and technical disruptions outside the Company’s control. The modifications, in the Company’s view, would be in the best interests of the Noteholders."


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Noteholders may contact the Solicitation, Information and Tabulation Agent via email at gazprom@i2capmark.com if they require assistance."



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