NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES, AND THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (EACH A "U.S. PERSON")) OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. OTHER RESTRICTIONS APPLY (SEE "OFFER RESTRICTIONS" BELOW).

10 November 2015

TMK ANNOUNCES TENDER OFFER RESULTS

On 29 October 2015 TMK Capital S.A. (the "Offeror") launched an invitation to eligible holders of the outstanding U.S.$500,000,000 7.75 per cent. loan participation notes due 2018 (the "Notes") issued by, but with limited recourse to, the Offeror for the sole purpose of financing a loan to PAO TMK (the "Borrower") to tender their Notes for purchase by the Offeror for cash (the "Tender Offer").

Capitalised terms used in this announcement but not otherwise defined have the meanings given to them in the Tender Offer Memorandum dated 29 October 2015 (the "Tender Offer Memorandum").

The Tender Offer expired at 4:00 p.m. (London time) on 9 November 2015. As at the Expiration Time, an aggregate nominal amount of Notes equal to U.S.$168,002,000 has been validly tendered in the Tender Offer. The Offeror hereby announces that it has accepted for purchase an aggregate nominal amount of Notes equal to U.S.$91,180,000 as set out in the table below at the Purchase Price of U.S.$1,032.50 per U.S.$1,000 in principal amount of Notes. All Notes validly tendered at or below the Purchase Price have been accepted in full. The results of the Tender Offer are set out in the table below:

Description of the Notes	Common code/ISIN	Outstanding principal amount on launch of the Tender Offer	Notes Accepted for Purchase	Purchase Price	Outstanding principal amount following settlement of the Tender Offer
U.S.$500,000,000 7.75 per cent. Loan Participation Notes due 2018	058521159/ XS0585211591	U.S.$500,000,000	U.S.$91,180,000 in aggregate principal amount of Notes	U.S.$1,032.50 per U.S.$1,000 in principal amount	U.S.$408,820,000

 

All the Notes accepted for purchase have been accepted in full without pro-ration.

The Offeror will also pay the Accrued Interest Amount in respect of all Notes accepted for purchase.

The expected Settlement Date for the Tender Offer is 13 November 2015.

Contact Details:

THE JOINT DEALER MANAGERS

Citigroup Global Markets Limited
Citigroup Centre, Canada Square
London E14 5LB
United Kingdom

Attention: Liability Management Group

Telephone: +44 20 7986 8969
Email: liabilitymanagement.europe@citi.com

J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London E14 5JP

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

THE TENDER AGENT

Citibank, N.A., London Branch Citigroup Centre, Canada Square London E14 5LB United Kingdom   Website: https://debtxportal.issuerservices.citigroup.com Attention: Exchange Team Telephone: +44 207 508 3867 E-Mail: exchange.gats@citi.com

 

THE OFFEROR

TMK Capital S.A.
2. Boulevard Konrad
Adenauer
L-1115 Luxembourg
Grand Duchy of Luxembourg

THE BORROWER

PAO TMK
40, Bld. 2A, Pokrovka Street,
105062 Moscow,
Russian Federation

OFFER RESTRICTIONS

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.

United States

The Tender Offer is not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States or to, or for the account of benefit of, any U.S. person. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of this Announcement and/or the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer is not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to, or for the account of benefit of, a U.S. Person and the Notes cannot be tendered in the Tender Offer by any such use, means, instrumentality or facility or from or within or by persons located or resident in the United States or by any U.S. Person or any person acting for the account or benefit of a U.S. Person. Any purported tender of Notes in the Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located in the United States, a U.S. Person, by any person acting for the account or benefit of a U.S. Person, or by any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Each holder of Notes participating in the Tender Offer will represent that it is not a U.S. Person, is not located in the United States and is not participating in the Tender Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Tender Offer from the United States and who is not a U.S. Person.

United Kingdom

The communication of this Announcement and/or the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the "FSMA"). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may be communicated to (1) persons who have professional experience in matters relating to investments, being investment professionals as defined in Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FPO"); (2) persons who fall within Article 49 of the FPO ("high net worth companies, unincorporated associations etc."); or (3) any other persons to whom these documents and/or materials may lawfully be communicated. Any investment or investment activity to which this Announcement and/or the Tender Offer Memorandum relates is available only to such persons or will be engaged only with such persons and other persons should not rely on it.

France

The Tender Offer is not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither this Announcement nor the Tender Offer Memorandum nor any other documents or materials relating to the Tender Offer has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals acting on their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code Monétaire et Financier, are eligible to participate in the Tender Offer. This Announcement, the Tender Offer Memorandum and any other document or material relating to the Tender Offer has not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers.

Italy

None of the Tender Offer, this Announcement, the Tender Offer Memorandum or any other documents or materials relating to the Tender Offer have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations.

The Tender Offer is being carried out in the Republic of Italy as exempted offers pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.

Qualifying Holders can tender some or all of their Notes pursuant to the Tender Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Tender Offer.

Russia

Neither this Announcement, nor Tender Offer Memorandum nor information contained therein nor any other document or materials relating to the Tender Offer is an offer, or an invitation to make offers, to sell, exchange or otherwise transfer securities in the Russian Federation to or for the benefit of any Russian person or entity and does not constitute an advertisement or offering of securities in the Russian Federation within the meaning of Russian securities laws. Information contained in this Announcement, or Tender Offer Memorandum, or any other document or materials relating to the Tender Offer is not intended for any persons in the Russian Federation who are not "qualified investors" within the meaning of Article 51.2 of Federal Law No. 39-FZ "On the Securities Market" dated 22 April 1996, as amended (the "Russian QIs") and must not be distributed or circulated into Russia or made available in Russia to any persons who are not Russian QIs, unless and to the extent they are otherwise permitted to access such information under Russian law.

Grand Duchy of Luxembourg

Neither this Announcement nor the Tender Offer Memorandum has not been approved by and will not be submitted for approval to the Luxembourg Financial Services Authority (Commission de Surveillance du Secteur Financier) for purposes of a public offering or sale in the Grand Duchy of Luxembourg. Accordingly, the Tender Offer may not be made to the public in the Grand Duchy of Luxembourg, directly or indirectly, and neither this Announcement nor Tender Offer Memorandum nor any other circular, prospectus, form of application, advertisement or other material may be distributed or otherwise made available in or from, or published in, the Grand Duchy of Luxembourg except in circumstances which do not constitute a public offer of securities to the public, subject to prospectus requirements, in accordance with Luxembourg law of 10 July 2005 (as amended) on prospectuses for securities.

General

Neither this Announcement nor the Tender Offer Memorandum nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes for purchase pursuant to the Tender Offer will not be accepted from Qualifying Holders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Tender Offer to be made by a licensed broker or dealer and the Joint Dealer Managers or any of its affiliates is such a licensed broker or dealer in any such jurisdiction, the Tender Offer shall be deemed to be made by the Joint Dealer Managers or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.