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TMK Announces Consent Solicitation

25.10.2017

THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE SUCH ANNOUNCEMENT.

PAO “TMK” (“TMK”) announces the convening of a meeting of holders of the U.S.$500,000,000 6.75 per cent. Loan Participation Notes due 2020 (the “Notes”).

Holders will be asked to consider and, if thought fit, pass an extraordinary resolution, which will provide for certain modifications to the loan agreement and the deed of loan guarantee in respect of the Notes, including the release of IPSCO Tubulars Inc. from obligations under its guarantee.

TMK continues to consider a range of strategic alternatives for IPSCO Tubulars Inc., and the modifications, if implemented, will allow TMK the flexibility to pursue the optimal strategy for the Group to maximise the value of its holding in IPSCO Tubulars Inc.

TMK’s current intention, were the modifications to be implemented, is for TMK to use substantially all of the proceeds it receives from any such strategic alternative for repayment of its indebtedness that ranks pari passu or senior to the Notes.

As set out in and subject to the terms of the Consent Solicitation Memorandum dated today, TMK will pay to relevant Noteholders, who have delivered a vote in favour of the modifications within the time specified therein, a consent fee of U.S.$6.25 per U.S.$1,000 principal amount of the Notes.

Based on discussions held with each of Standard & Poor’s (“S&P”) and Moody’s (“Moody’s”), TMK expects that the credit ratings assigned to the Notes by these rating agencies (currently: Moody’s: B1; and S&P: B+) will be unaffected were the modifications to be implemented.

 

Solicitation Agents and Tabulation Agent

The Solicitation Agents for the Consent Solicitation are:

 

Citigroup Global Markets Limited

Citigroup Centre

Canary Wharf

London E14 5LB

United Kingdom

 

Telephone: +44 20 7986 8969

Email: liabilitymanagement.europe@citi.com

Attention: Liability Management Group

J.P. Morgan Securities plc

25 Bank Street

Canary Wharf

London E14 5JP

United Kingdom

 

Telephone: +44 20 7134 2468 Email: em_europe_lm@jpmorgan.com

Attention: Liability Management

VTB Capital plc

14 Cornhill

London EC3V 3ND

United Kingdom

 

Telephone: +44 203 334 8118

E-mail: liability.management@vtbcapital.com

Attention: Liability Management

 

The Tabulation Agent with respect to the Consent Solicitation is:

 

Lucid Issuer Services Limited

Tankerton Works

12 Argyle Walk

London WC1H 8HA

 

Telephone: +44 207 704 0880

E-mail: tmk@lucid-is.com

Attention: David Shilson / Alexander Yangaev

 

TMK Announces Consent Solicitation



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