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TMK successfully completes USD 500 million 7-year Eurobond issue

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE RUSSIAN FEDERATION OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.

PAO TMK ("TMK" or "the Group"), one of the world's leading producers of tubular products for the oil and gas industry, announces that it has closed a USD 500 million 7-year Eurobond issue with a coupon of 4.30%.

The coupon represents the lowest-ever USD yield achieved by a non-Investment Grade corporate from the CIS.

The Group’s successful return to the international bond markets follows the completion of the sale of IPSCO, which will be transformative for the Group. Following the sale and ahead of the announcement of the contemplated Eurobond offering, TMK’s ratings were upgraded by S&P by 1x notch to “BB-” rating “Stable”; Moody’s revised the outlook on TMK's “B1” rating to “Positive”.

As previously announced, whereas the majority of net consideration received by the Group from the IPSCO sale will be used for deleveraging, the proceeds from the Eurobond offering will be used to refinance TMK’s USD 500 million Eurobond maturing in April 2020. In addition, the closing of the Eurobond offering allows TMK to maintain its presence in the international debt capital markets.

Igor Korytko, CEO of TMK, said: “I am pleased to announce the successful completion of our Eurobond placement, which demonstrates strong interest from international investors, who took up two thirds of the book, with 21% of allocations to institutional investors in the UK and 39% in Continental Europe. The order book was more than 3x oversubscribed at peak demand, while the final coupon was 45 b.p. lower than the initial coupon rate.”

J.P. Morgan and Renaissance Capital were Joint Global Coordinators, Joint Lead Managers and Bookrunners, Alfa-Bank, BofA Securities, Gazprombank, Sova Capital, UBS Investment Bank and VTB Capital acted as Joint Lead Managers and Bookrunners and Sovcombank acted as the Lead Manager for the offering.

Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in EEA.

This announcement is only being distributed to and is only directed at (1) persons who are outside the United Kingdom or (2) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (3) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order.

This announcement is not directed to any retail investor in member states of the European Economic Area or in the United Kingdom.

This announcement is not for public release, publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia). This announcement does not constitute or form a part of any offer of, or solicitation to purchase or subscribe for, any securities in the United States. Any such securities have not been, and will not be, registered under the United States Securities Act of 1933 (the “Securities Act”). Any such securities may not be offered or sold in the United States. No public offering of securities will be made in the United States of America or in any other jurisdiction where such an offering is restricted or prohibited.

This announcement is not an offer, or an invitation to make offers, sell, purchase, exchange or transfer any securities in the Russian Federation to or for the benefit of any Russian person or entity, and does not constitute an advertisement of offering of any securities in the Russian Federation within the meaning of Russian securities laws. Information contained in this announcement is not intended for any persons in the Russian Federation who are not "qualified investors" within the meaning of Article 51.2 of the Federal Law No. 39-FZ "On the securities market", dated 22 April 1996, as amended ("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

TMK successfully completes USD 500 million 7-year Eurobond issue