Obligation Gazpromneft 8.625% ( XS0191754729 ) en USD

Gazpromneft

113 % ⇌

Russie

XS0191754729 ( en USD )

8.625% par an ( paiement semestriel )

27/04/2034

Prospectus brochure de l'obligation Gazprom XS0191754729 en USD 8.625%, échéance 27/04/2034

28/10/2025 ( Dans 182 jours )

Gazprom est une société énergétique publique russe, principalement active dans l'extraction, le traitement, le transport et la vente de gaz naturel.

L'Obligation émise par Gazpromneft ( Russie ) , en USD, avec le code ISIN XS0191754729, paye un coupon de 8.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 27/04/2034

Pricing Supplement dated 27 April 2004

Open Joint Stock Company Gazprom
Series 2
U.S.$1,200,000,000 8.625 per cent. Loan Participation Notes due 2034
issued by but with limited recourse to,
Gaz Capital S.A., registered office at 2, Boulevard Konrad Adenauer, L-1115 Luxembourg, Register of Commerce and Companies
Luxembourg B-95071 for the purpose of financing a loan to
Open Joint Stock Company Gazprom
Under the Programme for the Issuance of Loan Participation Notes described in an Offering Circular (the "Offering Circular") dated 26 April 2004 (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 (the "Notes") on the terms set out in the Offering
Circular, as supplemented by a pricing supplement (each a "Pricing Supplement") setting out the specific terms of each issue. The aggregate principal amount of Notes outstanding will not at
any time exceed U.S.$5,000,000,000 (or the equivalent in other currencies).
This Pricing Supplement is the Pricing Supplement applicable to the issue by the Issuer of Series 2 U.S.$1,200,000,000 8.625 per cent. Loan Participation Notes due 2034 (the "Notes''). Terms
defined in the Offering Circular have the same meaning in this Pricing Supplement. The Notes are issued on the terms set out in this Pricing Supplement read together with the Offering
Circular.
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 (the "Borrower," "Gazprom" or the "Company") as borrower, on the terms
of a facility agreement between the Issuer and the Borrower dated September 22, 2003 (the "Facility Agreement"), as amended and supplemented by a loan supplement dated 27 April 2004
(the "Loan Supplement" and, together with the Facility Agreement, the "Loan Agreement") between the Issuer and the Borrower. 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 (the "Noteholders") and will assign its administrative rights under
the Loan Agreement to the Trustee (the "Assigned Rights").
AN INVESTMENT IN THE NOTES INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" SET OUT IN THE OFFERING CIRCULAR.
The Notes and the Loan (together, the "Securities") have not been, and will not be, registered under the U.S. Securities Act of 1933 (the "Securities Act") and, subject to certain
exceptions, may not be offered and 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 Offering Circular.
Application has been made to list the Notes on the Luxembourg Stock Exchange. Application will also be made to have Rule 144A Notes designated as eligible for trading in the Private
Offering, Resale and Trading through Automated Linkages ("PORTAL") System of the National Association of Securities Dealers, Inc.
The Regulation S Notes and the Rule 144A Notes will be offered and sold in denominations as will be set out in the Pricing Supplement. The Regulation S Notes will initially be represented by
a global unrestricted Note in registered form (the "Regulation S Global Note"), without interest coupons, which will be deposited with a common nominee for, and registered in the name of a
common nominee of, Euroclear Bank S.A./N.V. as operator of the Euroclear System ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg") on the Issue Date.
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 restricted 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, The Depository Trust Company ("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 Offering Circular.

Joint Lead Managers
Credit Suisse First Boston
Deutsche Bank Securities
Senior Co-Lead Manager
JSCB Rosbank
Co-Lead Managers
ABN AMRO
Commerzbank Securities
Credit Lyonnais Securities (USA)
Dresdner Kleinwort Wasserstein
Merrill Lynch International
Renaissance Capital
UBS Investment Bank

Pricing Supplement
Pricing Supplement dated 27 April 2004
Series 2
Open Joint Stock Company GAZPROM
Issue of U.S.$1,200,000,000 8.625 per cent. Loan Participation Notes due 2034
by Gaz Capital S.A., for the purpose of financing a Loan to
Open Joint Stock Company GAZPROM
under a U.S.$5,000,000,000 Programme for the Issuance of Loan Participation Notes
This document constitutes the Pricing Supplement relating to the issue of Notes described herein. Terms used
herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Offering
Circular dated 26 April 2004 (the "Offering Circular"). This Pricing Supplement contains the final terms of
the Notes and must be read in conjunction with such Offering Circular.
1
(i) Issuer:
Gaz Capital S.A.

(ii) Borrower:
Open Joint Stock Company GAZPROM
2
Series Number:
2
3
Specified Currency:
United States Dollars ("U.S.$")
4
Aggregate Principal Amount:
U.S.$1,200,000,000
5
(i) Issue
Price:
100 per cent. of the Aggregate Principal Amount

(ii) Net
proceeds:
U.S.$1,200,000,000
6
Specified Denominations:
U.S.$10,000 and integral multiples of U.S.$1,000
thereafter, except that Rule 144A Notes shall not
be issued in amounts less than U.S.$100,000
7
(i) Issue
Date:
28 April 2004

(ii)
Interest Commencement Date:
28 April 2004
8
Maturity Date:
28 April 2034
9
Interest Basis:
8.625 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
Status and Form of the Notes:
Senior, Registered
13
Listing: Luxembourg
14
Method of distribution:
Syndicated
15
Financial Centres (Condition 7):
London, New York
16
Loan: U.S.$1,200,000,000

PROVISIONS RELATING TO INTEREST PAYABLE

UNDER THE LOAN
17
Fixed Rate Note Provisions:
Applicable

(i)
Rate of Interest:
8.625 per cent. per annum payable semi-annually
in arrear in equal instalments

(ii)
Interest Payment Date(s):
28 April and 28 October in each year (not
adjusted), commencing 28 October 2004

(iii) Fixed
Coupon
Amount(s):
U.S.$86.25 per U.S.$1,000 in principal amount
and U.S.$862.50 per U.S.$10,000 in principal
amount

(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
Not Applicable
calculating interest for Fixed Rate Notes:
18
Floating Rate Note Provisions:
Not Applicable
PROVISIONS RELATING TO REDEMPTION
19
Final Redemption Amount of each Note:
U.S.$1,000 per Note of U.S.$1,000 specified
denomination and U.S.$10,000 per Note of
U.S.$10,000 specified denomination
20
Early Redemption Amount(s) of each Note payable if
U.S.$1,000 per Note of U.S.$1,000 specified
the Loan should become repayable under the Loan
denomination, plus accrued interest, if any and
Agreement prior to the Maturity Date:
U.S.$10,000 per Note of U.S.$10,000 specified
denomination, plus accrued interest, if any
GENERAL PROVISIONS APPLICABLE TO THE NOTES
21
Other terms or special conditions:
The Notes may be redeemed at the option of the
Noteholders at their principal amount together
with accrued interest to the date of redemption on
28 April 2014.
Accordingly, the following shall be added to
Condition 6:
"The Issuer shall, at the option of the Holder of
any Note redeem such Note on 28 April 2014 (the
"Put Settlement Date") at its principal amount
together with accrued interest. To exercise such
option a Holder must deposit the Note or Notes to
be redeemed with any Paying Agent together with
a duly completed put redemption notice (the "Put
Option Notice") in the form obtainable from any
of the Paying Agents, not more than 60 but not
less than 30 days prior to the Put Settlement Date.
No Note so deposited may be withdrawn.

Provided, however, that if, prior to the Put
Settlement Date, a Relevant Event has occurred
or, upon due presentation of any Note on the Put
Settlement Date, payment of the redemption
moneys is improperly withheld or refused, such
Note shall, without prejudice to the exercise of
the Put Option, be returned to the Holder by
uninsured first class mail (airmail if overseas) at
such address as may have been given by such
Holder in the relevant Put Option Notice.
Subject to timely receipt of the relevant amounts
from the Borrower under the Loan Agreement, the
Issuer shall redeem the Notes in accordance with
this Condition 6 on the Put Settlement Date,
subject as provided in Condition 7 (Payments)."
DISTRIBUTION
22
(i)
If syndicated, names of Managers:
Credit Suisse First Boston (Europe) Limited
Deutsche Bank Securities Inc.
Joint Stock Commercial Bank Rosbank

ABN AMRO Bank N.V.
Commerzbank Aktiengesellschaft
Credit Lyonnais Securities (USA) Inc.
Dresdner Bank AG London Branch
Merrill Lynch International
Renaissance Securities (Cyprus) Limited
UBS Limited

(ii)
Stabilising Agent (if any):
Deutsche Bank Securities Inc.

(iii) Dealer's
Commission:
1.15 per cent. of the aggregate principal amount
of the Notes
23
If non-syndicated, name of Dealer:
Not Applicable
24
Additional selling restrictions:
Federal Republic of Germany: The Notes have
not been and will not be publicly offered in
Germany and, accordingly, no securities sales
prospectus (Verkaufsprospekt) for a public
offering of the Notes in Germany in accordance
with the Securities Sales Prospectus Act of 9
September 1998, as amended (Wertpapier-
Verkaufsprospektgesetz, the "Prospectus Act"),
has been or will be published or circulated in the
Federal Republic of Germany. Each Manager has
represented and agreed that it has only offered
and sold and will only offer and sell the Notes in
the Federal Republic of Germany to persons who

purchase and sell securities as part of their
profession or business either for their own
account or for the account of a third person
pursuant to § 2 No. 1 of the Prospectus Act and in
accordance with the other provisions of the
Prospectus Act and any other laws applicable in
the Federal Republic of Germany governing the
issue, sale and offering of securities. Any resale of
the Notes in the Federal Republic of Germany
may only be made in accordance with the
provisions of the Prospectus Act and any other
laws applicable in the Federal Republic of
Germany governing the sale and offering of
securities.

Republic of Italy: The Notes are being issued and
offered outside the Republic of Italy. Therefore,
the offering of the Notes has not been registered
with the Commissione Nazionale per le Società e
la Borsa ("CONSOB") (the Italian securities
exchange commission) pursuant to Italian
securities legislation, nor has the offer been
notified to the Bank of Italy in compliance with
Article 129 of the Italian Banking Act.
Accordingly, the Issuer and each of the Managers
has represented and agreed that it has not offered
or sold and will not offer or sell, directly or
indirectly, Notes in the Republic of Italy. In
addition, Gazprom, the Issuer and each of the
Managers has represented and agreed that it has
not distributed or caused to be distributed in the
Republic of Italy, the Offering Circular, the
Pricing Supplement or any other offering material
relating to the Notes.
OPERATIONAL INFORMATION
25
ISIN Code:
XS0191754729
26
Common Code:
019175472
27
Any clearing system(s) other than Euroclear and
Rule 144 A Notes
Clearstream, Luxembourg and the relevant
The Depository Trust Company
identification number(s):
CUSIP 368266 AA O
ISIN: US368266AA08
28
The Agents appointed in respect of the Notes are:
Deutsche Bank AG London
Deutsche Bank Luxembourg S.A.
Deutsche Bank Trust Company Americas

GENERAL

29
Additional steps that may only be taken following
Not Applicable
approval by an Extraordinary Resolution in
accordance with Condition 10:
30
The aggregate principal amount of Notes issued has
Not Applicable
been translated into U.S. dollars at the rate of
U.S.$[], producing a sum of (for Notes not
denominated in U.S. dollars):
USE OF PROCEEDS
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.$1,200,000,000 before taking into account commissions and expenses,
will be used by Gazprom for general corporate purposes, including, in particular, retirement of short-term
indebtedness. Total commissions and expenses relating to the offering of the Notes are expected to be approximately
U.S.$15,244,573.
LISTING APPLICATION
This Pricing Supplement comprises the final terms required to list the issue of Notes described herein pursuant to the
U.S.$5,000,000,000 Programme for the Issuance of Loan Participation Notes of Gazprom.
STABILISING
In connection with this issue, Deutsche Bank Securities Inc. (the "Stabilising Agent") or any person acting for him
may over-allot or effect transactions with a view to supporting the market price of the Notes at a level higher than
that which might otherwise prevail for a limited period. However, there may be no obligation on the Stabilising
Agent or any agent of his to do this. Such stabilising, if commenced, may be discontinued at any time, and must be
brought to an end after a limited period.
MATERIAL ADVERSE CHANGE STATEMENT
Except as disclosed in the Offering Circular, there has been no significant change in the financial or trading position
of the Issuer, Gazprom or of the Group since 31 December 2002 and no material adverse change in the financial
position or prospects of the Issuer, Gazprom or of the Group since 31 December 2002.
RESPONSIBILITY

The Issuer and Gazprom accept responsibility for the information contained in this Pricing Supplement which, when
read together with the Offering Circular, contains all information that is material in the context of the issue of the
Notes.
Signed on behalf of the Issuer:
Signed on behalf of Gazprom:
By:
By:

Duly authorised
Duly authorised

By:
By:

Duly authorised
Duly authorised

Loan Supplement
The following is the text of the Loan Supplement that has been entered into between us and the Issuer in
relation to the Loan, which should be read in conjunction with, and is supplemental to, the Facility
Agreement.
This Loan Supplement is made on 27 April 2004 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 - 95071 (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, 117884 Moscow, Russian
Federation ("Gazprom").
Whereas:
(A)
Gazprom has entered into a facility agreement dated 22 September 2003 (the "Facility Agreement")
with the Lender in respect of Gazprom's U.S.$5,000,000,000 Programme for the Issuance of Loan
Participation Notes (the "Programme").
(B)
Gazprom proposes to borrow U.S.$1,200,000,000 (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 0020220 0040 USD 180 CTA);
"Closing Date" means 28 April 2004;
"Gazprom Account" means the account in the name of Gazprom (account number
40702840300000000001 with GAZPROMBANK, Moscow, Russia; Swift Code: GAZPRUMM;
Correspondent Account number 04414534 with Deutsche Bank Trust Company Americas, New York,
United States of America; Swift Code: BKTRUS33 ;
"Loan Agreement" means the Facility Agreement as amended and supplemented by this Loan
Supplement;
"Notes" means U.S.$1,200,000,000 8.625 per cent. Loan Participation Notes due 2034 issued by the
Lender as Series 2 under the Programme;
"Repayment Date" means 28 April 2034;
"Specified Currency" means United States Dollars ("U.S.$");

"Subscription Agreement" means an agreement between the Lender, Gazprom, Credit Suisse First
Boston (Europe) Limited, Deutsche Bank Securities Inc. and the other managers named therein and
dated 27 April 2004 relating to the Notes; and
"Trust Deed" means the Principal Trust Deed between the Lender and the Trustee dated 22 September
2003 as amended and supplemented by a Supplemental Trust Deed to be dated on or about 28 April 2004
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 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.
4.2.
Interest
The Loan is a Fixed Rate Loan and the Notes comprise a Rule 144A Series. Interest shall be calculated,
and the following terms used in the Facility Agreement shall have the meanings, as set out below:
4.2.1.
Fixed Rate Loan Provisions
Applicable
(i)
Interest Commencement Date
28 April 2004
(ii)
Rate of Interest:
8.625 per cent. per annum payable semi-annually in
arrear in equal instalments
(iii)
Interest Payment Date(s):
28 April and 28 October in each year (not adjusted),
commencing 28 October 2004
(iv) Fixed
Amount:
U.S.$86.25 per U.S.$1,000 in principal amount of the
Loan
(v) Broken
Amount:
Not Applicable
(vi)
Day Count Fraction (Clause 4.9):
30/360
(vii) Determination
Date(s)
(Clause Not Applicable
4.9):
(viii)
Other terms relating to the method
Not Applicable
of calculating interest for Fixed
Rate Loans:
4.2.2.
Floating Rate Loan Provisions
Not Applicable

4.3.
Prepayment on Put Settlement Date
(a)
Following notification from the Issuer, Gazprom shall prepay the Loan (without premium or penalty),
to the extent of the aggregate principal amount of the Notes to be properly redeemed in accordance
with Condition 6 of the terms and conditions of the Notes, two Business Days prior to 28 April 2014
(the "Put Settlement Date").
(b)
The Issuer shall notify Gazprom, not more than three Business Days after receipt of notice thereof
from the Paying Agent, of the amount of the Loan to be prepaid as a consequence of the exercise by
Noteholders of the option contained in Condition 6 of the terms and conditions of the Notes.
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 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-clause 5.1 of the Subscription Agreement, paragraphs 1 and 4 of
the Fee Side Letter 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.$15,244,573. The parties agree that
Clause 3.2 of the Facility Agreement shall be amended in relation to the Loan by the deletion of the
words "two Business Days before" and the insertion in their place of the words "one Business Day
before".
6 Governing
Law
This Loan Supplement shall be governed by and construed in accordance with English law.
This Loan Supplement has been entered into on the date stated at the beginning.