Open Joint Stock Company Gazprom

Transcription

1 EXECUTION COPY FINAL TERMS DATED 9 APRIL 2008 Open Joint Stock Company Gazprom Series 17 U.S.$1,100,000, per cent. Loan Participation Notes due 11 April 2018 issued by, but with limited recourse to, Gaz Capital S.A., for the sole purpose of financing a loan to Open Joint Stock Company Gazprom Under the Programme for the Issuance of Loan Participation Notes described in a Base Prospectus (the Base Prospectus ) dated 9 April 2008 (the Programme ), Gaz Capital S.A. (the Issuer ), subject to compliance with all relevant laws, regulations and directives, may from time to time issue loan participation notes on the terms set out in the Base Prospectus, as completed by final terms (each a Final Terms ) setting out the specific terms of each issue. The aggregate principal amount of notes outstanding under the Programme will not at any time exceed U.S.$30,000,000,000 (or the equivalent in other currencies). These Final Terms are the Final Terms applicable to the issue by the Issuer of Series 17 U.S.$1,100,000, per cent. Loan Participation Notes due 11 April 2018 (the Notes ). Terms defined in the Base Prospectus have the same meaning in these Final Terms, unless otherwise defined herein. The Notes are issued on the terms set out in these Final Terms read together with the Base Prospectus. In each case where amounts of principal, interest and additional amounts (if any) are stated to be payable in respect of the Notes, the obligation of the Issuer to make any such payment constitutes an obligation only to account to the Noteholders, on each date upon which such amounts of principal, interest and additional amounts (if any) are due in respect of the Notes, for an amount equivalent to all principal, interest and additional amounts (if any) actually received by or for the account of the Issuer pursuant to the Loan. Noteholders will be deemed to have accepted and agreed that they will be relying solely on the credit and financial standing of the Borrower in respect of the payment obligations of the Issuer under the Notes. The sole purpose of issuing the Notes will be to finance a loan (the Loan ) to Open Joint Stock Company Gazprom ( Gazprom ) as borrower, on the terms of an amended and restated facility agreement between the Issuer and Gazprom dated 7 December 2005 (the Facility Agreement ), as amended and supplemented by a loan supplement dated 9 April 2008 (the Loan Supplement and, together with the Facility Agreement, the Loan Agreement ) between the Issuer and Gazprom. Subject as provided in the Trust Deed (as defined herein) the Issuer will charge, by way of first fixed charge as security for its payment obligations in respect of the Notes and under the Trust Deed, its rights and interests as lender under the Loan Agreement to Deutsche Bank Trust Company Americas as trustee (the Trustee ), for the benefit of the holders of the Notes and will assign its administrative rights under the Loan Agreement to the Trustee. AN INVESTMENT IN THE NOTES INVOLVES A HIGH DEGREE OF RISK. SEE RISK FACTORS SET OUT IN THE BASE PROSPECTUS. The Notes and the Loan (together, the Securities ) have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the Securities Act ), and, subject to certain exceptions, may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons. The Notes may be offered and sold (i) within the United States to qualified institutional buyers (as defined in Rule 144A under the Securities Act ( Rule 144A )) that are also qualified purchasers as defined in Section 2(a)(51) of the U.S. Investment Company Act of 1940 (the Investment Company Act ) in reliance on the exemption from registration provided by Rule 144A (the Rule 144A Notes ); and (ii) to certain persons in offshore transactions in reliance on Regulation S under the Securities Act (the Regulation S Notes ). The Issuer has not been and will not be registered under the Investment Company Act. Prospective purchasers are hereby notified that sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a description of these and certain further restrictions, see Subscription and Sale and Transfer Restrictions as set out in the Base Prospectus. Application has been made for the Notes to be admitted to trading on the regulated market of the Irish Stock Exchange Limited (the Irish Stock Exchange ), which is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on Markets in Financial Instruments and to be admitted to the Official List of the Irish Stock Exchange. The Regulation S Notes and the Rule 144A Notes will be offered and sold in the denominations set out herein. The Regulation S Notes will initially be represented by a global Note in registered form (the Regulation S Global Note ), without interest coupons, which will be deposited with a common depositary for, and registered in the name of a common nominee of, Euroclear and Clearstream, Luxembourg on the Issue Date (as defined herein). Beneficial interests in the Regulation S Global Note will be shown on, and transfers thereof will be effected only through records maintained by, Euroclear or Clearstream, Luxembourg. The Rule 144A Notes will initially be represented by a global Note in registered form (the Rule 144A Global Note and together with the Regulation S Global Note, the Global Notes ), without interest coupons, which will be deposited with a custodian for, and registered in the name of a nominee of, DTC on the Issue Date. Beneficial interests in the Rule 144A Global Note will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its participants. Individual definitive Notes in registered form will only be available in certain limited circumstances as described in the Base Prospectus. Joint Lead Managers Citi Morgan Stanley Co-Managers National Reserve Bank Société Générale Corporate & Investment Banking

2 Final Terms dated 9 April 2008 Open Joint Stock Company Gazprom Series 17 Issue of U.S.$1,100,000, per cent. Loan Participation Notes due 11 April 2018 by Gaz Capital S.A. for the sole purpose of financing a Loan to Open Joint Stock Company Gazprom under a U.S.$30,000,000,000 Programme for the Issuance of Loan Participation Notes Part A - Contractual Terms Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 9 April 2008, which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the Prospectus Directive ). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Base Prospectus. Full information on Gazprom, the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus is available for viewing and copies may be obtained from the offices of Gazprom and the Issuer. 1 (i) Issuer: Gaz Capital S.A. (ii) Borrower: Open Joint Stock Company Gazprom 2 Series Number: 17 3 Specified Currency: U.S. dollars ( U.S.$ ) 4 Aggregate Principal Amount of Notes admitted to trading: U.S.$1,100,000,000 5 Issue Price: 100 per cent. of the Aggregate Principal Amount 6 Specified Denominations: U.S.$100,000 and integral multiples of U.S.$1,000 thereafter 7 Issue Date: 11 April Maturity Date: 11 April Interest Basis: per cent. Fixed Rate (further particulars specified below) 10 Redemption/Payment Basis: Redemption at par 11 Change of Interest or Redemption/Payment Basis: Not Applicable 12 (i) Status and Form of the Notes: (ii) Date of Board approval for issuance of Notes and borrowing of Loan: Senior, Registered 8 April 2008 and 25 March 2008, respectively 13 Method of distribution: Syndicated

3 14 Financial Centres (Condition 7): London and New York 15 Loan: U.S.$1,100,000, Put/Call Options: Call Option (further particulars specified below) PROVISIONS RELATING TO INTEREST PAYABLE UNDER THE LOAN 17 Fixed Rate Note Provisions: Applicable (i) Rate of Interest: per cent. per annum payable semiannually in arrear in equal instalments (ii) Interest Payment Date(s): 11 April and 11 October in each year (not adjusted) commencing 11 October 2008 (iii) Fixed Coupon Amount: U.S.$40.73 per U.S.$1,000 in principal amount of Notes and U.S.$4,073 per U.S.$100,000 in principal amount of Notes, in each case payable semi-annually in arrear in equal instalments. (iv) Broken Amount: Not Applicable (v) Day Count Fraction (Condition 5): 30/360 (vi) Determination Date(s) (Condition 5): Not Applicable (vii) Other terms relating to the method of calculating interest for Fixed Rate Notes: Not Applicable 18 Floating Rate Note Provisions: Not Applicable PROVISIONS RELATING TO REDEMPTION 19 Final Redemption Amount of each Note: U.S.$1,000 per U.S.$1,000 in principal amount of Notes and U.S.$100,000 per U.S.$100,000 in principal amount of Notes 20 Early Redemption Amount(s) of each Note payable if the Loan should become repayable under the Loan Agreement prior to the Maturity Date: 21 Call Option: (i) Early Redemption Amount: (ii) Make Whole Amount: Other than as a result of the Call Option, U.S.$1,000 per U.S.$1,000 in principal amount of Notes and U.S.$100,000 per U.S.$100,000 in principal amount of Notes, plus accrued interest, if any, to the Redemption Date Applicable As set out in the attached Loan Supplement As set out in the attached Loan Supplement 22 Put Option: Not Applicable GENERAL PROVISIONS APPLICABLE TO THE NOTES 23 Other final terms: Not Applicable DISTRIBUTION

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6 Part B Other Information 1 LISTING (i) Listing: Irish Stock Exchange (ii) Admission to trading: Application has been made for the Notes to be admitted to trading on the Irish Stock Exchange with effect from 14 April (iii) Estimate of total expenses related to admission to trading: Approximately U.S.$12,630,000 2 RATINGS Ratings: The Notes to be issued have been rated: Moody's: A3 (preliminary) S & P: BBB Fitch: BBB 3 REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES The proceeds from the offering of the Notes will be used by the Issuer for the sole purpose of financing the Loan. The proceeds of the Loan, expected to be U.S.$1,100,000,000 before taking into account commissions and expenses, will be used by Gazprom for general corporate purposes, including retirement of short-term indebtedness. Total commissions and expenses relating to the offering of the Notes are expected to be approximately U.S.$12,630, YIELD Indication of yield: per cent. The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield. 5 OPERATIONAL INFORMATION ISIN Code: XS Common Code: Any clearing system(s) other than Euroclear Rule 144A Notes

7 Bank S.A./N.V. and Clearstream Banking, société anonyme and the relevant identification number(s): Delivery: Names and addresses of additional Paying Agent(s) (if any): The Depository Trust Company CUSIP: AE8 Rule 144A ISIN: US368287AE82 Delivery against payment Not Applicable 6 GENERAL Tradeable Amount: U.S.$1,000 So long as the Notes are represented by the Global Note, the Notes will be tradeable only in principal amounts of at least the Specified Denomination and integral multiples of the Tradeable Amount in excess thereof.

8 The Loan Supplement The following is the text of the Loan Supplement that has been entered into between Gazprom and the Issuer. This Loan Supplement should be read in conjunction with, and is qualified in its entirety by, the Facility Agreement entered into between Gazprom and the Issuer dated December 7, This Loan Supplement is made on 9 April 2008 between: (1) GAZ CAPITAL S.A., a société anonyme established under the laws of Luxembourg whose registered office is at 2, Boulevard Konrad Adenauer L-1115 Luxembourg, registered with the Register of Commerce and Companies, Luxembourg under number B (the Lender ); and (2) OPEN JOINT STOCK COMPANY GAZPROM, a company established under the laws of the Russian Federation whose registered office is at 16 Nametkina Street, Moscow, Russian Federation ( Gazprom ). Whereas: (A) (B) Gazprom has entered into an amended and restated facility agreement dated 7 December 2005 (the Facility Agreement ) with the Lender in respect of the U.S.$30,000,000,000 Programme for the Issuance of loan participation notes of the Lender (acting as the Issuer) (the Programme ). Gazprom proposes to borrow U.S.$1,100,000,000 (the Loan ) and the Lender wishes to make such Loan on the terms set out in the Facility Agreement and this Loan Supplement. It is agreed as follows: 1 Definitions Capitalised terms used but not defined in this Loan Supplement shall have the meaning given to them in the Facility Agreement save to the extent supplemented or modified herein. 2 Additional Definitions For the purpose of this Loan Supplement, the following expressions used in the Facility Agreement shall have the following meanings: Account means the account in the name of the Lender with the Principal Paying Agent (account number USD 010 CTA, Reference: Gaz Capital S.A. Series 17); Base Prospectus means the base prospectus dated 9 April 2008 relating to the Programme; Closing Date means 11 April 2008; Early Redemption Amount means U.S.$1,000 per U.S.$1,000 of the Loan, plus accrued interest, if any, to the Call Date; Gazprom Account means the account in the name of Gazprom (account number with Gazprombank (Open Joint-stock Company); SWIFT CODE: GAZPRUMM; Correspondent Account number with Deutsche Bank Trust Company Americas, New York, United States of America SWIFT CODE: BKTRUS33);

9 Loan Agreement means the Facility Agreement as amended and supplemented by this Loan Supplement; Make Whole Premium means the excess, if any (as reported in writing to the Lender and the Trustee by a reputable financial institution operating in the United States Treasury Securities market in New York selected by the Lender and approved in writing by the Trustee (the Financial Adviser ) (and rounded, if necessary, to the third decimal place ( being rounded upwards)), of (a) the value at the date the call is exercised and payment therefor is to be made (the Call Date ) of the principal amount of the Loan, plus all required interest payments that would otherwise be due to be paid on the Loan during the period between the Call Date and the Repayment Date, excluding accrued but unpaid interest at the Call Date, calculated using a discount rate equal to 50 basis points above the Treasury Rate over (b) the outstanding principal amount of the Loan; Notes means U.S.$1,100,000, per cent. Loan Participation Notes due 11 April 2018 issued by the Lender as Series 17 under the Programme, and which comprise a Rule 144A Series; Repayment Date means 11 April 2018; "Rule 144A Series" means an offering (i) within the United States to qualified institutional buyers (as defined in Rule 144A under the Securities Act ("Rule 144A")) that are also qualified purchasers as defined in Section 2(a)(51) of the U.S. Investment Company Act of 1940 in reliance on the exemption from registration provided by Rule 144A and (ii) to certain non-u.s. persons in offshore transactions in reliance on Regulation S; Side Letter means a side letter of even date herewith between the Managers, the Agents, the Trustee and the Lender; Specified Currency means United States Dollars ( U.S.$ ); Subscription Agreement means an agreement between the Lender, Gazprom, Citigroup Global Markets Limited, Morgan Stanley & Co. International plc and the other managers named therein and dated 9 April 2008 relating to the Notes; Treasury Rate means a rate equal to the yield, as published by the most recent Federal Reserve Statistical Release H.15(519), on actively traded United States Treasury Securities with a maturity comparable to the remaining life of the Loan, as selected by the Financial Adviser. If there is no such publication of this yield during the week preceding the calculation date, the Treasury Rate will be calculated by reference to quotations from selected primary United States Treasury Securities dealers in New York selected by the Financial Adviser. The Treasury Rate will be calculated on the third day (other than a Saturday or Sunday) on which banks and foreign exchange markets are open for business generally in New York preceding the Call Date; and Trust Deed means the Amended and Restated Principal Trust Deed between the Lender and the Trustee dated 7 December 2005 as amended and supplemented by a Supplemental Trust Deed to be dated on or about 11 April 2008 constituting and securing the Notes. 3 Incorporation by Reference Except as otherwise provided, the terms of the Facility Agreement shall apply to this Loan Supplement as if they were set out herein and the Facility Agreement shall be read and

10 construed, only in relation to the Loan constituted hereby, as one document with this Loan Supplement. 4 The Loan 4.1 Drawdown Subject to the terms and conditions of the Loan Agreement, the Lender agrees to make the Loan on the Closing Date to Gazprom and Gazprom shall make a single drawing in the full amount of the Loan on that date. 4.2 Interest The Loan is a Fixed Rate Loan. Interest shall be calculated, and the following terms used in the Facility Agreement shall have the meanings, as set out below: Fixed Rate Loan Provisions Applicable (i) Interest Commencement Date 11 April 2008 (ii) Rate of Interest: per cent. per annum payable semiannually in arrear in equal instalments (iii) Interest Payment Date(s): 11 April and 11 October in each year (not adjusted) commencing 11 October 2008 (iv) Fixed Amount: U.S.$40.73 per U.S.$1,000 in principal amount of the Loan payable on each Interest Payment Date. (v) Broken Amount: Not Applicable (vi) (vii) (viii) Day Count Fraction (Clause 4.9): Determination Date(s) (Clause 4.9): Other terms relating to the method of calculating interest for Fixed Rate Loans: 30/360 Not Applicable Not Applicable Floating Rate Loan Provisions Not Applicable Put/Call Options Call Option - applicable at par plus accrued interest (if any) plus the Make Whole Premium 5 Fees and Expenses Pursuant to Clause 3.2 of the Facility Agreement and in consideration of the Lender making the Loan to Gazprom, Gazprom hereby agrees that it shall, one Business Day before the Closing Date, pay to the Lender, in Same-Day Funds, the amount of the reasonable documented reimbursable expenses incurred by the Lender in connection with such Loan, which expenses shall include the amount of all of the commissions, fees, costs and expenses as set forth in sub-clauses 4.1 and 4.2 of the Subscription Agreement,

11 paragraphs 1 and 4 of the Trustee and Agent Fee Side Letter dated 7 December 2005 and sub-clauses 3.2 and 13.1 of the Facility Agreement pursuant to an invoice submitted by the Lender to Gazprom in the total amount of U.S.$12,627, Governing Law This Loan Supplement shall be governed by and construed in accordance with English law.

12 This Loan Supplement has been entered into on the date stated at the beginning in Luxembourg and elsewhere in counterpart. OPEN JOINT STOCK COMPANY GAZPROM By: By: GAZ CAPITAL S.A. By: By: