Kazakhstan Temir Zholy tenders, seeks consents for notes due 2027

By Marisa Wong

Los Angeles, Oct. 17 – JSC National Co. Kazakhstan Temir Zholy is inviting holders of its $780 million 4.85% notes due 2027 to tender any and all of their notes for purchase for cash.

The issuer is also asking holders to consent to a proposed amendment to the terms and conditions of the notes that would provide for mandatory early redemption of the notes.

The tender offer began on Oct. 17 and will expire at 5 a.m. ET on Nov. 18.

The issuer is offering a total consideration of $1,152.50 per $1,000 principal amount of notes tendered by 11:59 p.m. ET on Oct. 31, the early participation deadline. The total consideration includes an early tender premium of $40 per $1,000 principal amount.

Holders tendering after the early deadline will be eligible to receive the tender offer consideration of $1,112.50 per $1,000 principal amount, or the total consideration less the early tender premium.

The company will also pay accrued interest.

Holders may consent to the proposed amendment without tendering their notes. Those holders will be eligible to receive an early consent fee of $40 per $1,000 principal amount if they deliver consents by the early participation deadline.

The offer is not conditioned on any minimum amount of notes being tendered or subject to any tender cap. However, the offer is conditioned on the extraordinary resolution to amend the notes being passed at the noteholders’ meeting scheduled for Nov. 20.

If approved, the early redemption would be on Nov. 22. The early redemption price is $1,112.50 per $1,000 principal amount, equal to the tender offer consideration.

Citigroup Global Markets Ltd. (+44 20 7986 8969, liabilitymanagement.europe@citi.com) and UBS AG London Branch (203 719-4210, 888 719-4210, +44 20 7568 1121, ol-liabilitymanagement-eu@ubs.com) are the dealer managers and solicitation agents.

Citibank, NA, London Branch (+44 20 7508 3867, citiexchanges@citi.com, https://debtxportal.issuerservices.citigroup.com) is the tender and tabulation agent.

The issuer is the national railway company of Kazakhstan and is based in Nur-Sultan.

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