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JSC “Chelyabinsk Pipe Plant” (“Chelpipe) - Consent Solicitation - Russia - Results

Chelpipe Finance Designated Activity Company announces results of the Consent Solicitation for its outstanding U.S.$300,000,000 4.50 per cent. loan participation notes due 2024 - XS2010044548 (Reg S) US16325LAA52 (Rule 144A)

13 DECEMBER 2023


Full announcement including disclaimers and offer restrictions available via Euronext 


"Dublin, 13 December 2023 – on 23 October 2023, Chelpipe Finance Designated Activity Company (the “Issuer”) announced a consent solicitation in relation to the outstanding U.S.$300,000,000 4.50 per cent. loan participation notes due 2024 issued by the Issuer (Regulation S ISIN: XS2010044548, Common Code: 201004454, Rule 144A ISIN: US16325LAA52, Common Code: 111730512, CUSIP: 16325LAA5) (the “Notes”) on the terms and subject to the conditions set forth in the consent solicitation memorandum dated 23 October 2023 (the “Consent Solicitation Memorandum”).


Capitalised terms used, but not defined herein, shall have the meanings given to them in the Consent Solicitation Memorandum. The Appointment Extraordinary Resolution and the Amendment Extraordinary Resolution were each passed at the Adjourned Meeting of Noteholders held on 12 December 2023. The Appointment will become effective upon execution of the Deed of Appointment, which will be separately notified to investors by the Issuer. The Amendments will become effective upon execution of (i) the Supplemental Trust Deed, (ii) the Supplemental Loan Agreement and (iii) the Termination Deeds, which will be separately notified to investors by the Issuer.


The Issuer extends its gratitude for the support and cooperation demonstrated by investors, which has been reflected in the successful results of the Consent Solicitation."


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Joint Stock Company “Chelyabinsk Pipe Plant” (“Chelpipe) Consent Solicitation - Adjourned Meeting - XS2010044548 (Reg S) US16325LAA52 (Rule 144A)

15 NOVEMBER 2023


Full announcement including disclaimers and offer restrictions available via Euronext


"Chelpipe Finance Designated Activity Company (the “Issuer”)

NOTICE OF ADJOURNED MEETING

to the holders of outstanding U.S.$300,000,000 4.50 per cent. loan participation notes due 2024 (the “Notes”) issued by the Issuer

(Regulation S ISIN: XS2010044548, Common Code: 201004454

Rule 144A ISIN: US16325LAA52, Common Code: 111730512, CUSIP: 16325LAA5)


NOTICE IS HEREBY GIVEN that as a meeting the holders of the Notes (the “Noteholders”) held virtually by teleconference (using a video enabled platform) on 14 November 2023 at 5:00 p.m. (London time) (the “Original Meeting”) was adjourned due to a lack of quorum, pursuant to the provisions of Schedule 6 to the trust deed dated 19 September 2019, as supplemented by the Supplemental Trust Deed dated 5 August 2021 constituting the Notes (the “Trust Deed”), an adjourned meeting (the “Adjourned Meeting”) of the Noteholders convened by the Issuer will be held virtually by teleconference (using a video enabled platform) on 12 December 2023 at 4:00 p.m. (London time) for the purpose of considering and, if thought fit, passing the Appointment Extraordinary Resolution and the Amendment Extraordinary Resolution.


Voting deadline for submitting Consent Instructions is at 4:00 p.m. (London time) on 8 December 2023.


Capitalised terms used but not defined in this Notice of Adjourned Meeting have the meanings given to them in the consent solicitation memorandum in respect of the Notes dated 23 October 2023 (the “Memorandum”), which can be obtained by request to the Information and Tabulation Agent at tmk@lcpis.ru."


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Joint Stock Company “Chelyabinsk Pipe Plant” (“Chelpipe) announces Consent Solicitation - XS2010044548 (Reg S) US16325LAA52 (Rule 144A)

23 OCTOBER 2023


Full announcement including disclaimers and offer restrictions available via Euronext


"Consent Solicitation Memorandum dated 23 October 2023 (the “Memorandum”) Solicitation by Joint Stock Company “Chelyabinsk Pipe Plant” (“Chelpipe”) To consider and, if thought fit, pass the Extraordinary Resolutions in favour of the Appointment and the Amendments (each as defined below) in relation to the Trust Deed between the Issuer and Citicorp Trustee Company Limited (the “Trustee”) dated 19 September 2019, as supplemented by the Supplemental Trust Deed dated 5 August 2021 (the “Trust Deed”), governing the U.S.$300,000,000 4.50 per cent. Loan Participation Notes due 2024 (the “Notes”) issued by Chelpipe Finance Designated Activity Company (the “Issuer”) for the sole purpose of financing a loan to Chelpipe (the “Loan”), pursuant to the loan agreement dated 17 September 2019 (the “Loan Agreement”), such Loan being unconditionally and irrevocably guaranteed by Joint Stock Company “Pervouralsk Pipe Plant”, PAO “TMK”, Joint Stock Company “Pipeline Bends”, Limited Liability Company “TMK META” (former Limited Liability Company “Meta”), Limited Liability Company “Meta-Invest”, Limited Liability Company “ТМК Steel Technologies” (former Limited Liability Company “Eterno”), Limited Liability Company “ТМК Maintenance” (former Limited Liability Company “Chelpipe Maintenance”) and Joint Stock Company “Chelpipe Group” (the “Guarantors”), in accordance with Condition 10 (Meetings of Noteholders) of schedule 3 (Terms and Conditions of the Notes) and the provisions of schedule 6 (Provisions for Meetings of Noteholders) of the Trust Deed (the “Consent Solicitation”)."

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"2. Rationale for the Consent Solicitation


Following the introduction of extensive sanctions and other restrictive measures, including full blocking sanctions, by the U.S., the EU, the UK and other countries against Russia and/or various Russian individuals and entities (as well as nonRussian individuals and entities associated with them), many international banks, brokers, custodians, clearing systems and other participants in the international securities markets initiated rigorous compliance checks and procedures, and corresponding freezes of bank and securities accounts, with regard to counterparties with Russia-related operations or assets located in Russia. In addition, Chelpipe was included in the UK sanctions list. Such sanctions, the subsequent actions of various market participants and the Russian counter-measures in response thereto have significantly disrupted the existing framework and infrastructure for delivery and settlement of securities of issuers that have assets in Russia, including the process of paying the amounts due under such securities and the formal process of cancelling such securities when they have been purchased by or on behalf of issuers and borrowers in the market, as well as the ability of noteholders to receive payments and process of electronic instructions in respect of notes held by them.


As a result of the developments and disruptions described above, payments of interest or principal to be made by Chelpipe under the Loan and the respective payments of the Issuer, the Guarantors or Chelpipe under the Notes may become blocked, frozen or delayed for an uncertain period of time by the Principal Paying Agent, the Clearing Systems or other entities processing those payments. In addition, there is a substantial risk that any payment made in respect of Notes that are held with the Russian securities custodians could be blocked, delayed or frozen and, consequently, those funds would not be distributed to or received by the relevant Noteholders.


Moreover, the Competent Russian Authorities have introduced regulations that require payments in relation to certain types of notes (such as the Notes) held in Russian securities custodians to be made through such Russian securities custodians by the Russian entities which have obligations related to such notes so that the amounts due under such notes reach the holders of such notes. 21 In light of the above, Chelpipe is seeking the Noteholders’ consent to certain modifications to the terms of the Notes, the most significant of which are set out in Schedule 1 (Proposed Amendments) hereto."


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