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PT Perusahaan Gas Negara Tbk - Tender Offer - Settlement

PT Perusahaan Gas Negara Tbk announces the settlement of the Tender Offer for its outstanding 5.125% Senior Notes due 2024.


01 JUNE 2023


Full announcement including disclaimers and offer restrictions available via SGX (Source: PT Perusahaan Gas Negaro Tbk)


"June 1, 2023. PT Perusahaan Gas Negara Tbk (the “Company”) hereby announces the completion of the settlement of Notes tendered and accepted for purchase pursuant to (i) its previously announced tender offer to purchase for cash (the “Tender Offer”) any and all of its outstanding 5.125% Senior Notes due 2024, CUSIP: Y7136Y AA 8, ISIN: USY7136YAA83 (Regulation S) and CUSIP: 69367P AA 4, ISIN: US69367PAA49 (Rule 144A) (the “Notes”) and (ii) its previous announcement dated May 26, 2023 on the results of the Tender Offer as at the Expiration Time (the “Results Announcement”), upon the terms and subject to the conditions set forth in the Tender Offer Memorandum, dated May 18, 2023 (the “Tender Offer Memorandum”) that is available on the tender website (the “Tender Website”) at https://deals.is.kroll.com/pgn. Capitalized terms used but not defined herein have the meanings assigned to them in the Tender Offer Memorandum.


Settlement of the Tender Offer


The Company has paid the Tender Offer Consideration and the applicable Accrued Interest Payment with respect to US$499,851,000 in aggregate principal amount of Notes validly tendered at or prior to the Expiration Time and accepted for purchase by the Company. All of the Notes accepted for purchase have been cancelled. The aggregate principal amount of Notes that remains outstanding as of the date of this announcement is US$450,149,000."


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PT Perusahaan Gas Negara Tbk: Tender Offer Expiration Announcement


26 MAY 2023


Full announcement including disclaimers and offer restrictions available via prnewswire (Source: PT Perusahaan Gas Negaro Tbk)


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"The Tender Offer expired at 5:00 p.m., New York time, on May 25, 2023 ("Expiration Time"). As at the Expiration Time, the Company received valid tenders under the Tender Offer, which had not been withdrawn in respect of the Notes, of an aggregate principal amount of US$499,851,000 of Notes, representing approximately 52.62% of the total principal amount outstanding of the Notes. No Notes was tendered pursuant to the Guaranteed Delivery Procedures.


Subject to the satisfaction or waiver of the conditions set forth in the Tender Offer Memorandum, the Company has decided to accept for purchase all of the Notes validly tendered. The Tender Offer Consideration is US$1,006 per US$1,000 principal amount of the Notes. The aggregate consideration expected to be paid by the Company on the Payment Date to the holders of the Notes tendered and accepted for purchase is US$502,850,106, plus Accrued Interest Payment.


The Company will arrange for cancellation of all Notes validly tendered and accepted for purchase following purchase by the Company, and any Notes not validly tendered will remain outstanding and accrue interest in accordance with their terms. Following settlement of the Tender Offer, US$450,149,000 in aggregate principal amount of the Notes will remain outstanding."


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Title: 5.125% Senior Notes due 2024 CUSIP / ISIN: Y7136Y AA 8 / USY7136YAA83 (Regulation S); 69367P AA 4 / US69367PAA49 (Rule 144A)


18 MAY 2023


Full announcement including disclaimers and offer restrictions available via prnewswire


"JAKARTA, Indonesia, May 18, 2023 /PRNewswire/ -- PT Perusahaan Gas Negara Tbk (the "Company") today announced that it has commenced a tender offer to purchase for cash ("Tender Offer") any and all of its outstanding 5.125% Senior Notes due 2024 ("Notes"). The Tender Offer is being made pursuant to a Tender Offer Memorandum, dated May 18, 2023 ("Tender Offer Memorandum") which is available on the tender website ("Tender Website") at https://deals.is.kroll.com/pgn.

Capitalized terms used but not defined herein have the meanings assigned to them in the Tender Offer Memorandum.

The Company has announced the Tender Offer as part of its plan to proactively manage the Company's upcoming debt maturities. The Company intends to use the proceeds from certain external commercial loans from banks, together with cash on hand, to fund the aggregate Tender Offer Consideration and the Accrued Interest Payment for Notes accepted for tender.

Summary of the Tender Offer

Title: 5.125% Senior Notes due 2024 CUSIP / ISIN: Y7136Y AA 8 / USY7136YAA83 (Regulation S); 69367P AA 4 / US69367PAA49 (Rule 144A) Outstanding Principal Amount: US$950,000,000 Tender Offer Consideration: US$1,006 per US$1,000, plus accrued and unpaid interest Amount subject to the Tender Offer: Any and all

The Tender Offer will expire at 5:00 p.m., New York time, on May 25, 2023, unless extended or earlier terminated as described in the Tender Offer Memorandum (such time and date, as they may be extended, the "Expiration Time")."

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