Statement of NJSC Naftogaz of Ukraine

NOTHING IN THIS ANNOUNCEMENT CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE CONSENT SOLICITATION TO EXCHANGE THE EXISTING NOTES FOR NEW NOTES IS MADE FOR THE SECURITIES OF A FOREIGN COMPANY. THE CONSENT SOLICITATION IS SUBJECT TO DISCLOSURE REQUIREMENTS OF A FOREIGN COUNTRY THAT ARE DIFFERENT FROM THOSE OF THE UNITED STATES. FINANCIAL STATEMENTS INCLUDED IN THE MEMORANDUM HAVE BEEN PREPARED IN ACCORDANCE WITH FOREIGN ACCOUNTING STANDARDS THAT MAY NOT BE COMPARABLE TO THE ACCOUNTING STANDARDS APPLICABLE TO FINANCIAL STATEMENTS OF UNITED STATES COMPANIES.

IT MAY BE DIFFICULT FOR YOU TO ENFORCE YOUR RIGHTS AND ANY CLAIM YOU MAY HAVE ARISING UNDER THE US FEDERAL SECURITIES LAWS, SINCE (I) NAFTOGAS, THE ISSUER OF THE NEW NOTES, IS LOCATED IN A FOREIGN COUNTRY, AND ALL OF ITS OFFICERS AND DIRECTORS ARE RESIDENTS OF A FOREIGN COUNTRY AND (II) UKRAINE, THE GUARANTOR OF THE NEW NOTES, IS A SOVEREIGN STATE. YOU MAY NOT BE ABLE TO SUE A FOREIGN COMPANY OR ITS OFFICERS OR DIRECTORS, OR A FOREIGN SOVEREIGN STATE, IN A FOREIGN COURT FOR VIOLATIONS OF THE U.S. SECURITIES LAWS. IT MAY BE DIFFICULT TO COMPEL A FOREIGN COMPANY AND ITS AFFILIATES, OR A FOREIGN SOVEREIGN STATE, TO SUBJECT THEMSELVES TO A U.S. COURT'S JUDGMENT.

YOU SHOULD BE AWARE THAT NAFTOGAS AND UKRAINE MAY PURCHASE SECURITIES OTHERWISE THAN UNDER THE CONSENT SOLICITATION, SUCH AS IN THE OPEN MARKET OR IN PRIVATELY NEGOTIATED PURCHASES.


                                                                   NJSC Naftogaz of Ukraine Statement

 

The following statement must be read in conjunction with the Announcement posted on the website of NJSC Naftogaz of Ukraine today regarding the invitation to holders of the Eurobond notes due 30 September 2009

Today NJSC Naftogaz of Ukraine has announced the terms of its planned external debt restructuring. The purpose of this restructuring is to address the significant challenges that NJSC Naftogaz of Ukraine faces and to reduce the Company’s financing risk.

The Company has invited holders of the $US500m Eurobond to consent to exchange 100% of their bonds for new US dollar denominated bonds which attract a 9.5% coupon and benefit from a sovereign guarantee from Ukraine, with a maturity of September 2014.

The attached announcement sets out the rationale for the transaction, a summary of terms and an expected transaction timetable


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