LUKOIL Announces Pricing of Convertible Bonds
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR FROM THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN, THE RUSSIAN FEDERATION OR INTO OR FROM ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE NOR A SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR THE RUSSIAN FEDERATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
OAO LUKOIL Announces the Pricing of US$1,500 Million Senior Unsecured Convertible Bonds
OAO LUKOIL ("LUKOIL") is pleased to announce the successful pricing of US$1,500 million principal amount of senior unsecured convertible bonds (the "Convertible Bonds") due June 2015 which are convertible into American Depositary Receipts ("ADRs") listed on the London Stock Exchange, each representing one ordinary share of LUKOIL (the "Offering"). The Convertible Bonds will be issued by LUKOIL International Finance B.V. (the "Issuer"), a Dutch wholly owned subsidiary of LUKOIL, and will be guaranteed by LUKOIL. The net proceeds from the Offering will be used by LUKOIL for general corporate purposes.
The Convertible Bonds priced with a coupon of 2.625% per cent per annum payable semi-annually in arrear, and the conversion price was set at a premium of 30% per cent above the reference price of US$56.6990 (the volume weighted average price of an ADR between launch and pricing). The conversion price of the Convertible Bonds is subject to standard convertible market conversion price adjustments, also including an adjustment for any cash dividends in respect of any 12-month period commencing on the Issue Date which exceed the dividend threshold of US$1.75 per ADR per annum.
The Convertible Bonds will be issued at 100 per cent of their principal amount and, unless previously redeemed, converted or cancelled, will mature after four and a half years post the issue date on 16 June 2015. The Issuer will have the option to redeem all of the Convertible Bonds at any time after 31 December 2013 at the principal amount together with accrued interest, if the value of the ADRs deliverable on conversion of a Convertible Bond would exceed 140 per cent of the principal amount of such a Convertible Bond over a specified period.
Bondholders will have the right to convert their bonds into ADRs of LUKOIL at any point from 40 days after the issue date to the close of business on the sixth dealing day prior to the final maturity date. Upon exercise of conversion rights, bondholders will receive (at the option of the Issuer) either ADRs, or a cash settlement amount, or a combination of ADRs and a cash settlement amount, as more fully described in the terms and conditions of the Convertible Bonds.
After settlement of the Offering, LUKOIL will make an application to list the Convertible Bonds on the Official List of the UKLA and for the Convertible Bonds to trade on the PSM segment of the London Stock Exchange.
Barclays Capital, Citigroup Global Markets Limited, and Deutsche Bank AG, London Branch are acting as Joint Bookrunners and Joint Lead Managers in connection with the Offering.
About OAO LUKOIL (LSE: LKOD):
LUKOIL is one of the world’s leading vertically integrated oil & gas companies. The main activities of the Company are exploration and production of oil & gas, production of petroleum products and petrochemicals, and marketing of these outputs. Most of the Company's exploration and production activity is located in Russia, and its main resource base is in Western Siberia. LUKOIL owns modern refineries, gas processing and petrochemical plants located in Russia, Eastern Europe and near-abroad countries. Most of the Company's production is sold on the international market. LUKOIL petroleum products are sold in Russia, Eastern and Western Europe, near-abroad countries and the USA. For more information, visit www.lukoil.com.
THE INFORMATION HEREIN IS INDICATIVE ONLY. ALTHOUGH THE INFORMATION HEREIN IS REFLECTIVE OF THE TERMS OF THE SECURITIES CONTEMPLATED AS OF THE TIME OF THIS COMMUNICATION, THERE IS NO ASSURANCE THAT THE SECURITIES WILL ACTUALLY BE ISSUED. THE SECURITIES WILL BE ISSUED ON THE BASIS OF FINAL TERMS AND CONDITIONS THAT ARE EXPECTED TO BE DELIVERED TO INVESTORS PRIOR TO OR UPON SETTLEMENT. BEFORE MAKING ANY INVESTMENT DECISION AND ENTERING INTO ANY TRANSACTION IN RELATION TO THE SECURITIES, INVESTORS SHOULD TAKE STEPS TO ENSURE THAT THEY UNDERSTAND THE TRANSACTION AND HAVE MADE AN INDEPENDENT ASSESSMENT OF THE APPROPRIATENESS OF THE TRANSACTION IN THE LIGHT OF THEIR OWN OBJECTIVES. INVESTORS SHOULD MAKE SURE THAT THEY HAVE SUFFICIENT INFORMATION AVAILABLE IN RELATION TO OAO LUKOIL AND THE ADRS BEFORE MAKING AN INVESTMENT IN THE SECURITIES. IN THIS CONTEXT, INVESTORS SHOULD PARTICULARLY NOTE THAT THERE IS NO INTENTION TO PRODUCE ANY FORMAL PROSPECTUS OR SIMILAR DOCUMENTATION IN CONNECTION WITH THE OFFERING OR ISSUANCE OF THE SECURITIES.
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