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SIBUR International GmbH - Tender Offer Launch - Modified Dutch Auction

20 FEBRUARY 2023


Full announcement available via EURONEXT.


SIBUR International GmbH (the "Offeror") has today launched an invitation to holders of the U.S.$500,000,000 4.125 per cent. Guaranteed Notes due 2023 (ISINs: XS1693971043, US825795AA56) (the "2023 Notes"), U.S.$500,000,000 3.45 per cent. Guaranteed Notes due 2024 (ISINs: XS2010044621, US825795AB30) (the "2024 Notes"), and U.S.$500,000,000 2.95 per cent. Guaranteed Notes due 2025 (ISINs: XS2199713384, US825795AC13) (the "2025 Notes" and, together with the 2023 Notes and the 2024 Notes, the "Notes"), issued by SIBUR Securities DAC (the "Issuer") and unconditionally and irrevocably guaranteed by Public Joint Stock Company "SIBUR Holding" ("SIBUR"), as further described in the table below, to tender their Notes for purchase by the Offeror for cash (the "Offer").



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"Introduction to and Rationale for the Offer


In recent months the U.S., the EU, the UK and certain other countries have launched against Russia and various entities and Russian sovereign debt an unprecedented expansion of coordinated actions, including, among others, full blocking restrictions and sanctions on companies and individuals, sovereign debt restrictions and other sanctions targeting a number of Russian individuals and entities. A number of major Russian entities which were not subject to the introduced sanctions, found themselves affected through designation of individuals holding stakes in those companies.


In addition, in response to the imposed international sanctions and in order to support the Russian financial and currency markets, the Russian authorities have introduced a number of stabilisation measures, including certain exchange control restrictions, which effectively introduce a permit-based system for outbound payments in foreign currencies, including U.S. dollars, thus requiring the approvals from the competent governmental authorities to effect such payments.


The introduction of sanctions and the resulting material disruption in securities' clearing and settlement mechanisms led

to payments of principal and interest under the Russian eurobonds being blocked or suspended by correspondent banks, paying agents and clearing systems, which, in turn, resulted in the non-receipt by Russian and certain international noteholders of payments due under the Notes. In particular, although necessary action has been taken to fund the Issuer’s account with Citibank, N.A., London Branch, for onward distribution of the relevant amounts to the Noteholders, to the best of the Issuer’s and SIBUR’s knowledge, some of the relevant payments have not reached the destination for the reasons beyond the Issuer’s or SIBUR’s control.


In addition, any future sanctions imposed by the U.S., the EU and the UK as well as the introduction of further exchange control restrictions by the Russian authorities may further inhibit the ability of the Issuer and/or SIBUR to make payments under the Notes.


While, at present, SIBUR has sufficient liquidity reserves to continue to perform its obligations under the Notes and other liabilities as they fall due, the Offeror is undertaking the Offer to provide Noteholders with an opportunity to liquidate their holding and exit their investments in the Notes by receiving the Purchase Consideration.


Notes repurchased by the Offeror pursuant to the Offer are intended to be cancelled or designated as Designated Notes (as defined in the Conditions) and will not be re-issued or re-sold in the open market. Notes which have not been validly submitted and accepted for purchase pursuant to the Offer will remain outstanding."

 

**PREVIOUS SIBUR RELATED DEALS BELOW**


 

SIBUR SECURITIES DAC (the "Issuer")

IMPORTANT NOTICE TO NOTEHOLDERS

U.S.$500,000,000 2.95 per cent. Guaranteed Notes due 2025 (the "Notes") issued by the Issuer and unconditionally and irrevocably guaranteed by Public Joint Stock Company SIBUR Holding (the "Guarantor")

(Regulation S ISIN: XS2199713384, Common Code: 219971338

Rule 144A ISIN: US825795AC13, Common Code: 220059413)


02 FEBRUARY 2023


Full announcement available via EURONEXT.


"Reference is made to the launch announcement dated 21 October 2022 (the "Launch Announcement") and the announcement of the results of the consent solicitation dated 2 November 2022 (the "Results Announcement"). Terms defined in the Launch Announcement and the Results Announcement shall have the same meaning herein unless the context requires otherwise.


The Issuer hereby announces that acting jointly with the Guarantor it arranged for the payment of the interest under the Notes due on 8 January 2023 (the "January Coupon") within the applicable grace period. The aggregate amount of the January Coupon is U.S.$ 6,298,250.00 (the "Total Amount Due").


Pursuant to the Payment Mechanics Written Resolution, the Issuer and the Guarantor have made the payments of the January Coupon to the Noteholders holding the Notes through the Russian infrastructure (the "January Excluded Notes") in accordance with the Direct Payment Option (payable in the Alternative Currency) attributable to the January Excluded Notes (the "Excluded Portion").


The Issuer was funded in the amount equal to the balance between the Total Amount Due and the Excluded Portion for further transfer and allocation by the Principal Paying Agent among the Noteholders holding the Notes through the foreign infrastructure."

 

Announcement of the Results of the Consent Solicitation



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