Industrial and Commercial Bank of China contributes to $1 billion syndicated loan — via PxF facility — to KAZ Minerals Finance PLC for general corporate purposes in December 2012

On December 20, 2012, KAZ Minerals Finance plc — a special purpose vehicle and wholly-owned subsidiary of KAZ Minerals plc — signed a $1 billion syndicated pre-export finance (PxF) facility agreement with a group of Chinese and non-Chinese banks for general corporate purposes. Participants in the loan syndicate included Bank of China, Bank of Tokyo-Mitsubishi UFJ, Deutsche Bank AG, ICBC (London) PLC, ICBC (Almaty) JSC, ING Bank, Natixis, Société Générale, Sumitomo Mitsui Banking Corporation and UniCredit as the Mandated Lead Arrangers and Bank of America Merrill Lynch, Citibank, Crédit Agricole CIB, JP Morgan and The Royal Bank of Scotland as Arrangers. The borrowing terms of the loan were as follows: a 5-year maturity, a 2-year grace period, and an annual interest rate of LIBOR plus a 2.8% margin. The loan (facility) had a final maturity date of December 2017 and monthly loan repayments of principal were scheduled to commence in January 2015. KAZ Minerals PLC, Vostoktsvetmet LLC and KAZ Minerals Sales Limited served as guarantors of the loan. On December 27, 2013, the facility was reduced to $500 million, being the amount drawn (disbursed) at the end of the availability period. On October 29, 2014, the KAZ Minerals Finance plc signed an amendment to its December 20, 2012 PxF facility. The amended facility restated the PXF facility signed in December 2012. At signing, commitments from the syndicate of lending banks totaled $334 million and a net payment of $166 million was paid to exiting banks. On December 5, 2014, the facility was increased to $349 million by means of an accordion feature which allowed existing lenders to increase their commitments, or new lenders to join, until December 31, 2015. Under the facility, principal repayments amortize in equal monthly installments over a three year period between January 2016 and December 31, 2018 (the revised final maturity date). The margin payable on the amended facility was variable, ranging from 3.0% to 4.5% above USD LIBOR, dependent on the ratio of net debt to EBITDA which was to be tested semi-annually. Participants in the 2014 amended facility included Bank of China Limited, Citibank N.A., Crédit Agricole Corporate and Investment Bank, Deutsche Bank AG, ICBC (London) PLC, ING Bank N.V., JP Morgan Chase Bank, N.A. and Société Générale. Deutsche Bank AG.

Additional details

1. A pre-export finance (PXF) facility an arrangement in which a commodity (e.g. oil) producer gets up-front cash from a customer in return for a promise to repay the customer with that commodity (possibly at a discount) in the future. PXF funds may be advanced by a lender or syndicate of lenders to a commodity producer to assist the company in meeting either its working capital needs (for example, to cover the purchase of raw materials and costs associated with processing, storage and transport) or its capital investment needs (for example, investment in plant and machinery and other elements of infrastructure). PXF facilities are usually secured by (1) an assignment of rights by the producer under an ‘offtake contract’ (i.e., a sale and purchase contract between the producer and a buyer of that producer of goods or commodities), and (2) a collection account charge over a bank account into which proceeds due to the producer from the buyer of the goods or commodities under the offtake contract are credited. There are two key documents in prepayment finance transactions: a contract providing for the advance payment by the offtaker to the producer for the purchase of goods/commodities (the 'Prepayment Contract'), and a loan agreement between a lender and the offtaker (the 'Offtaker Loan Agreement') under which the advance payment is financed. 2. The sizes of the individual contributions of Bank of China, ICBC (London) PLC, and ICBC (Almaty) JSC to the lending syndicate are unknown. For the time being, AidData assumes equal contributions across all 15 members of the syndicate ($66,666,666). 3. AidData has estimated the all-in interest rate by adding 2.8% to average 6-month LIBOR in December 2012 (0.515%). 4. KAZ Minerals plc is a British copper company focused on large scale, low cost open pit mining in Kazakhstan. The Group is listed in London and Kazakhstan stock exchanges. 5. The agent for the transaction was Deutsche Bank AG and the security trustee was ING Bank. 6. The bank account pledge agreement can be accessed in its entirety via https://www.dropbox.com/s/emfjlvw9dp2tnb3/Bank%20Account%20Pledge%20Agreement%20for%202012%20Kaz%20Minerals%20PxF%20Facility%20Agreement.pdf?dl=0. 7. The trader assignment agreement can be accessed in its entirety via https://www.dropbox.com/s/0fwapxcvbhfbslv/Trader%20Assignment%20Agreement%20for%202012%20Kaz%20Mineral%20PxF%20Facility%20Agreement.pdf?dl=0.

Number of official sources

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