OAO LUKOIL announced the completion of the issuance of U.S.$1.5 billion 2.625 per cent senior unsecured convertible bonds due June 2015.
The bonds are convertible into American Depositary Receipts ("ADRs") listed on the London Stock Exchange each representing one ordinary share of OAO LUKOIL.
The bonds were issued by LUKOIL International Finance B.V. with a limited guarantee by OAO LUKOIL.
The bonds were issued at 100 per cent of their principal amount and will mature after four and a half years post their issue date. The conversion price was set at US$73.7087 per ADR.
Bondholders will be able to convert their bonds into ADRs of LUKOIL at any point from 40 days after the issue date to the sixth dealing day prior to the final maturity date. The Issuer will have the right to redeem the bonds at any time after December 31, 2013.
LUKOIL intends to use the proceeds of the offering for general corporate purposes.
This issuance of senior unsecured convertible bonds represents the first post crisis major issue of convertible debentures. Due to high investment grade rating of the Company and positive investor attitude towards the oil and gas sector, the transaction created a strong demand by the investment community. Many long-term investors and hedge funds took part in the offering.
This communication is not for distribution, directly or indirectly in or into the United States or any other jurisdiction in which publication or distribution would be unlawful. This communication shall not constitute an offer to sell or the solicitation of an offer to buy the bonds, nor shall there be any sale of the bonds in any state in which such offer or sale would be unlawful. The Bonds have not been and will not be registered in the United States of America under the US Securities Act of 1933, as amended (the "US Securities Act"), and may not be offered or sold in the United States, absent registration or exemption from registration under the US Securities Act. There will be no public offer of the bonds in the United States or in any other jurisdiction.
In the United Kingdom, this communication is being distributed only to, and is directed only at, qualified investors (i) who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") and qualified investors falling within article 49(2)(A) to (D) of the Order, and (ii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the European Economic Area other than the United Kingdom, by persons who are not qualified investors. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons.
Information in this press release does not constitute an advertisement or offering of securities in Russia within the meaning of Russian securities laws. The securities have not been and will not be registered in Russia and are not intended for “offering”, “placement” or “circulation” in Russia (each as defined in Russian securities laws).
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