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SIBUR International GmbH - Tender Offer Results - Modified Dutch Auction

Updated: Sep 1, 2023

02 MAY 2023


Full announcement available via EURONEXT


"The Offeror hereby announces that the Offer expired at 4.00 p.m. ( London time) on 28 April 2023 (the Expiration Deadline ")"). Accordingly, no Tender Instructions submitted by the Noteholders after the Expiration Deadline will be accepted.


The Offeror further announces that the Governmental Comm ission Approval required to settle the Offer has now been

procured and that the Offeror (acting jointly with has determined the Purcha se Price as follows:"



"Accordingly all Notes validly tendered in the Offer at the Off er Price equal to or below the relevant Purchase Price

specified above are intended to be purchased by t he Offeror at the Purchase Consideration eq ual to the relevant Purchase Price specified above and Accrued Interest in accordance with terms and conditions of the Ten der Offer Memorandum


The Offeror hereby reminds the Noteholders who have validly tendered the Notes in the Offer and whose Notes were

accep ted for purcha se th at the Offer Settlement Period will expire on 2 June 2023. The Offeror will announce the

completi on of settlements with the Noteholders whose Notes were accepted for purchase in the Offer within 5

Business Days from the expiration of the Of fer Settlement P eriod or as soon as reasonably practicable thereafter.

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 o r re sold in the open mar ket. Notes which have not been validly submitted and ac cepted for purchase pursuant to the Offer will remain outstanding."

 

06 APRIL 2023


Full announcement available via EURONEXT


"SIBUR International GmbH (the "Offeror") hereby announces the extension of various deadlines relating to the offer 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 .$500,000,00 0 3.45 per c ent. Guaranteed No tes due 2024 (ISINs XS2010044621, US825795AB30) (the 2024 Notes and U.S.$500,000,000 2.95 per cent. Guaranteed Notes due 2025 (ISINs: XS2199713384, US825795AC 13) (the 2025 Notes " and, together with the 2023 Notes and the 2024 Notes, the Notes ")"), iss ued by SIBUR Secur i t ies DAC ("the Issuer") and unconditionally and irrevocably guaranteed by Public Joint Stock Company SIBUR Holding SIBUR to tender their Notes for purchase by the Offeror for cash launched on 20 February 2023 (the Offer as amended by the Offeror s announcement dated 10 March 2023 the March Announcement Capitalised terms used in this annou ncement but not otherwise defined herein have the meanings given to them in the

Ten der Offer Memo randum dated 20 February 2023 the Tender O ffer Memorandum the Launch Announcement dated 20 February 2023 the Launch Announcement and the March Announcement.


Expiration Deadline


Since the Offeror still expects the issue of the Governmental Commissi on Approval, as described in more detail in the

March Announcement the Offer or acting jointly with SIBUR hereby announces the extension of the Expiration Deadline to 4.00 p.m. London time on 28 April 2023.


Announcement of Results


The Offeror will announce the results of the Offer namely , whether the Offeror will accept any Notes for purchase and, if th is is the case, the Purchase Price, following completion of the Offer the Announcement of Results on or about 2 May 2023


Offer Settlement Period


Accordingly, the Offer Settlement Period will commence on 3 May 2023 and will expire on 2 June 2023


Announcement of the Offer Settlement Completion


The Offeror will announce the completion of settlement s with the Noteholder s whose Notes were accepted for pur chase in the Offer within 5 Business Days from the expiration of the Offer Se t tlement Period or a s soon as reasonably practicable there after."

 

10 MARCH 2023


Full announcement available via EURONEXT.


"SIBUR International GmbH (the "Offeror") hereby announces the extension of various deadlines relating to the offer 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") to tender their Notes for purchase by the Offeror for cash launched on 20 February 2023 (the "Offer").


Capitalised terms used in this announcement but not otherwise defined herein have the meanings given to them in the Tender Offer Memorandum dated 20 February 2023 (the "Tender Offer Memorandum") and the Launch Announcement dated 20 February 2023 (the "Launch Announcement").


On 3 March 2023, the Presidential Decree No. 138 "On Additional Temporary Economic Measures Related to Dealings in Securities" (the "Decree 138") was issued which provides, inter alia, that an offshore Eurobond tender offer pursuant to which (i) the Eurobonds concerned are held through foreign clearing and settlement infrastructure, (ii) the tender offer is made by a Russian legal entity or any of its subsidiaries; and (iii) the tender offer is settled through accounts with foreign financial institutions, shall be approved by the Governmental Commission on Control for Effectuation of Foreign Investments in the Russian Federation (the "Governmental Commission").


Expiration Deadline


In light of the above regulatory development and the implications thereof on the Offer, namely the requirement for the Offeror to procure an approval from the Governmental Commission (the "Governmental Commission Approval") to proceed with the consummation of the Offer, the Offeror (acting jointly with SIBUR) hereby announces the extension of the Expiration Deadline to 4.00 p.m. London time on 7 April 2023.


Announcement of Results


The Offeror will announce the results of the Offer, including the Purchase Price, the Final Acceptance Amount and the aggregate principal amount of the Notes that are expected to remain outstanding following completion of the Offer (the "Announcement of Results"), on or about 11 April 2023.


Offer Settlement Period


Accordingly, the Offer Settlement Period will commence on 12 April 2023 and will expire on 12 May 2023. Announcement of Final Amount Accepted Within 5 Business Days from the expiration of the Offer Settlement Period or as soon as reasonably practicable thereafter, the Offeror will announce the aggregate principal amount of the Notes purchased in the Offer and the aggregate principal amount of the Notes that remain outstanding. "

 

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").



...


"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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