Bond Gazpromneft 3.897% ( XS2243635757 ) in EUR

Issuer Gazpromneft
Market price refresh price now   100 %  ⇌ 
Country  Russia
ISIN code  XS2243635757 ( in EUR )
Interest rate 3.897% per year ( payment 1 time a year)
Maturity Perpetual



Prospectus brochure of the bond Gazprom XS2243635757 en EUR 3.897%, maturity Perpetual


Minimal amount 100 000 EUR
Total amount 1 000 000 000 EUR
Next Coupon 26/01/2026 ( In 42 days )
Detailed description Gazprom is a Russian multinational energy corporation engaged in the exploration, production, transportation, storage, processing, and sales of natural gas, condensate, and oil.

Gazprom has issued a perpetual EUR-denominated bond (XS2243635757) with a 3.897% coupon, a total issuance size of EUR 1,000,000,000, a minimum trading increment of EUR 100,000, currently trading at 100% of par value, and paying coupons annually.







IMPORTANT NOTICE
NOT FOR DISTRIBUTION TO ANY U.S. OR CANADIAN PERSON OR TO ANY PERSON OR ADDRESS IN
THE U.S. OR CANADA
IMPORTANT: You must read the following before continuing. The following applies to the series prospectus
following this page, and you are therefore advised to read this carefully before reading, accessing or making any
other use of the series prospectus. In accessing the series prospectus, you agree to be bound by the following terms
and conditions, including any modifications to them any time you receive any information from us as a result of
such access.
THE FOLLOWING SERIES PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED OTHER THAN
AS PROVIDED BELOW AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THIS
SERIES PROSPECTUS MAY ONLY BE DISTRIBUTED TO PERSONS THAT ARE NOT U.S. PERSONS AS
DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"). ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS SERIES
PROSPECTUS IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS
DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF
OTHER JURISDICTIONS.
NOTHING IN THIS SERIES PROSPECTUS CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN
ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES DESCRIBED IN THIS
SERIES PROSPECTUS (THE "NOTES") HAVE NOT BEEN, AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH RULE 144A UNDER THE U.S.
SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ON
ITS BEHALF REASONABLY BELIEVE IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A (A "QIB") THAT IS ALSO A QUALIFIED PURCHASER AS DEFINED IN
SECTION 2(A)(51) OF THE U.S. INVESTMENT COMPANY ACT OF 1940 (A "QUALIFIED
PURCHASER") THAT (A) IS NOT A BROKER-DEALER WHICH OWNS AND INVESTS ON A
DISCRETIONARY BASIS LESS THAN U.S.$25 MILLION IN SECURITIES OF UNAFFILIATED ISSUERS,
(B) IS NOT A PARTICIPANT DIRECTED EMPLOYEE PLAN, SUCH AS A 401(K) PLAN, (C) WAS NOT
FORMED FOR THE PURPOSE OF INVESTING IN GAZ FINANCE PLC (THE "ISSUER"), (D) IS
ACQUIRING THE NOTES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB THAT IS ALSO
A QUALIFIED PURCHASER, IN A PRINCIPAL AMOUNT THAT IS NOT LESS THAN EUR200,000, (E)
UNDERSTANDS THAT THE ISSUER MAY RECEIVE A LIST OF PARTICIPANTS HOLDING POSITIONS
IN ITS SECURITIES FROM ONE OR MORE BOOK-ENTRY DEPOSITORIES AND (F) WILL PROVIDE
NOTICE OF THE TRANSFER RESTRICTIONS TO ANY SUBSEQUENT TRANSFEREE, OR (2) IN AN
OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S
UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.
THE NOTES ISSUED PURSUANT TO THE PROGRAMME ARE NOT, AND WILL NOT BE, QUALIFIED
FOR SALE UNDER THE SECURITIES LAWS OF ANY PROVINCE OR TERRITORY OF CANADA. THE
NOTES MAY NOT BE, AND ARE NOT BEING, OFFERED, SOLD, OR DELIVERED, AND NO OFFER TO
PURCHASE THE NOTES MAY BE, IS, OR WILL BE SOLICITED, DIRECTLY OR INDIRECTLY, IN
CANADA OR TO, OR FOR THE BENEFIT OF, ANY CANADIAN PERSON. THIS SERIES PROSPECTUS OR
ANY OTHER OFFERING MATERIAL RELATING TO THE NOTES MAY NOT BE, HAS NOT BEEN, AND
WILL NOT BE, DISTRIBUTED, IN CANADA OR TO, OR FOR THE BENEFIT OF, CANADIAN PERSONS.
IN ADDITION, CANADIAN PERSONS ARE RESTRICTED FROM DEALING IN ANY WAY, DIRECTLY OR
INDIRECTLY, IN THE NOTES, PURSUANT TO THE SPECIAL ECONOMIC MEASURES (RUSSIA)
REGULATIONS.




"CANADIAN PERSON" MEANS ANY PERSON IN CANADA OR ANY CANADIAN OUTSIDE
CANADA, WHERE "PERSON" MEANS AN INDIVIDUAL OR A BODY CORPORATE, TRUST,
PARTNERSHIP, FUND, AN UNINCORPORATED ASSOCIATION OR ORGANIZATION; AND
"CANADIAN" MEANS AN INDIVIDUAL WHO IS A CITIZEN WITHIN THE MEANING OF THE
CITIZENSHIP ACT (CANADA), OR A BODY CORPORATE FORMED UNDER THE LAWS OF CANADA OR
A CANADIAN PROVINCE.
THE SERIES PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON
AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND IN PARTICULAR, MAY NOT
BE FORWARDED TO ANY U.S. PERSON OR TO ANY U.S. ADDRESS. ANY FORWARDING,
DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS
UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF
THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.
Confirmation of your Representation: In order to be eligible to view this series prospectus or make an investment
decision with respect to the Notes, you must be (i) a person other than a U.S. person (within the meaning of
Regulation S under the Securities Act) or (ii) a QIB who is a Qualified Purchaser. By accepting the e-mail and
accessing this series prospectus, you shall be deemed to have represented to us (a) that you are not a U.S. person or
that you are a QIB that is a Qualified Purchaser that can represent as set out in (A)-(F) above and (b) that you
consent to delivery of such series prospectus by electronic transmission.
You are reminded that this series prospectus has been delivered to you on the basis that you are a person into whose
possession this series prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which
you are located and you may not, nor are you authorized to, deliver, forward or distribute this series prospectus to
any other person.
This series prospectus does not constitute, and may not be used in connection with, an offer or solicitation in any
place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a
licensed broker or dealer and Bank GPB International S.A., J.P. Morgan Securities plc, Crédit Agricole Corporate
and Investment Bank and Sberbank CIB (UK) Limited (the "Managers") or any affiliate of the Managers is a
licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the Managers or such
affiliate on behalf of Gaz Finance Plc in such jurisdiction.
Under no circumstances shall this series prospectus constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be
unlawful. Recipients of this series prospectus who intend to subscribe for or purchase the Notes are reminded that
any subscription or purchase may only be made on the basis of the information contained in this series prospectus.
This series prospectus may only be communicated to persons in the United Kingdom in circumstances where
section 21(1) of the Financial Services and Markets Act 2000 does not apply.
Information contained in this series prospectus may not correspond to the risk profile of a particular investor, does
not take into account one's personal preferences and expectations on risk and/or profitability and therefore does not
constitute an individual investment recommendation for the purposes of Russian law.
This series prospectus has been sent to you in an electronic form. You are reminded that documents transmitted via
this medium may be altered or changed during the process of electronic transmission and consequently none of the
Managers or any person who controls it nor any director, officer, employee nor agent of it or affiliate of any such
person accepts any liability or responsibility whatsoever in respect of any difference between the series prospectus
distributed to you in electronic format and the hard copy version available to you on request from the Managers.





Public Joint Stock Company Gazprom
EUR1,000,000,000 Perpetual Callable Loan Participation Notes
issued by, but with limited recourse to, Gaz Finance Plc
(11th Floor, 200 Aldersgate Street, London, EC1A 4HD, United Kingdom and the company number 12185355)
for the purpose of financing a loan to Public Joint Stock Company Gazprom
Issued as Series 5 under the 30,000,000,000 Programme for the Issuance of Loan Participation Notes
Issue Price: 100 per cent.
Under the Programme for the Issuance of Loan Participation Notes (the "Programme") described in a Base Prospectus dated October 6, 2020 (the "Base
Prospectus") and which is incorporated by reference herein, Gaz Finance Plc (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 or a series prospectus
setting out the specific terms of each issue. The aggregate principal amount of notes outstanding under the Programme will not at any time exceed
30,000,000,000 (or the equivalent in other currencies). This series prospectus (the "Series Prospectus") is the Series Prospectus applicable to the issue by
the Issuer of Series 5 EUR1,000,000,000 Perpetual Callable Loan Participation Notes (the "Notes").
The sole purpose of issuing the Notes will be to finance a subordinated loan (the "Loan") to Public Joint Stock Company Gazprom ("Gazprom" or "Borrower")
on the terms of an amended and restated facility agreement dated December 26, 2019 (the "Facility Agreement"), as amended and supplemented by a loan
supplement dated October 22, 2020 (the "Loan Supplement" and, together with the Facility Agreement, the "Loan Agreement"), each 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, certain of its rights and interests as lender under the Loan Agreement to Citibank, N.A., London Branch 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"), as more particularly set out herein and in the Trust Deed. See "Overview of the Transaction".
In each case where amounts of principal, interest, any applicable Deferred Interest Payment (as defined below) 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, any applicable Deferred Interest Payment and additional amounts (if any) are due in respect of the Notes, for an
amount equivalent to all principal, interest, any applicable Deferred Interest Payment and additional amounts (if any) actually received by or for the account of the
Issuer pursuant to the Loan Agreement excluding, however, any amounts paid in respect of Reserved Rights (as defined in the Trust Deed). 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.
AN INVESTMENT IN THE NOTES INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 3 HEREIN AND ON
PAGES 7-37 OF THE BASE PROSPECTUS.
IF AN INSOLVENCY EVENT (AS DEFINED IN THE LOAN AGREEMENT) OCCURS ALL RIGHTS AND CLAIMS OF THE ISSUER IN
RESPECT OF THE RELEVANT OBLIGATIONS (AS DEFINED IN THE LOAN AGREEMENT) WILL BE EXTINGUISHED. UPON ANY SUCH
EXTINGUISHMENT, THE OBLIGATIONS OF THE ISSUER WITH RESPECT TO THE TRUSTEE AND THE NOTEHOLDERS IN RESPECT OF
THE NOTES SHALL BE SATISFIED, NO FURTHER AMOUNTS SHALL BE PAYABLE IN RESPECT THEREOF AND THE TRUSTEE SHALL
HAVE NO FURTHER OBLIGATIONS IN RESPECT THEREOF AND, ACCORDINGLY, NOTEHOLDERS MAY NOT TAKE ANY ACTION
AGAINST THE TRUSTEE, THE ISSUER, GAZPROM OR ANY OTHER PERSON TO RECOVER ANY SUCH SUM OR ASSET IN RESPECT OF
THE NOTES OR THE LOAN. ACCORDINGLY, NOTEHOLDERS SHOULD BE AWARE THAT THEY MAY LOSE THEIR ENTIRE
INVESTMENT IN THE NOTES. IN ADDITION, THE PAYMENT OF ALL OR ANY PART OF THE INTEREST ON THE LOAN WHICH IS
OTHERWISE SCHEDULED TO BE PAID ON AN INTEREST PAYMENT DATE MAY BE DEFERRED BY GAZPROM AT ITS DISCRETION IN
ACCORDANCE WITH CLAUSE 4.6 (OPTIONAL DEFERRAL OF INTEREST PAYMENTS) OF THE FACILITY AGREEMENT (AS AMENDED
BY THE LOAN SUPPLEMENT). PROSPECTIVE INVESTORS SHOULD HAVE REGARD TO THE RISK FACTORS IN THIS SERIES
PROSPECTUS ENTITLED "GAZPROM HAS THE RIGHT TO DEFER INTEREST AMOUNTS UNDER THE LOAN" AND "NOTEHOLDERS
WILL HAVE NO RIGHTS OR CLAIMS AGAINST THE TRUSTEE, THE ISSUER OR GAZPROM UPON THE OCCURRENCE OF AN
INSOLVENCY EVENT" ON PAGE 3.
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 or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S
under the Securities Act). 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, as amended (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.
The Notes are provisionally rated BB+ by Fitch Ratings CIS Ltd. ("Fitch"), Ba1 by Moody's Investors Service Ltd. ("Moody's") and BB by S&P Global Ratings
Europe Limited ("S&P"). A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time
by the assigning rating agency. The Notes are expected to receive 50 per cent. "equity credit" from each of Fitch and Moody's and intermediate equity content
from S&P upon issuance. Each of Fitch and Moody's is established in the United Kingdom and registered under Regulation (EC) No 1060/2009. S&P is
established in the EU and registered under Regulation (EC) No 1060/2009.
This Series Prospectus has been approved by the Central Bank of Ireland (the "Central Bank") as competent authority under the Prospectus Regulation as a
prospectus issued in compliance with the Prospectus Regulation. The Central Bank only approves this Series Prospectus as meeting the standards of completeness,
comprehensibility and consistency imposed by the Prospectus Regulation. Such an approval should not be considered as an endorsement of the Issuer that is the
subject of the Series Prospectus nor as an endorsement of the quality of the Notes. Investors should make their own assessment as to the suitability of investing in the
Notes. Application has been made to the Irish Stock Exchange plc trading as Euronext Dublin ("Euronext Dublin") for the Notes to be admitted to its official list
and trading on its regulated market which is a regulated market for the purposes of MiFID II. This Series Prospectus is valid for 12 months from its date. The
obligation to supplement this Series Prospectus in the event of a significant new factor, material mistake or material inaccuracy does not apply, once the Notes are
admitted to the official list and trading on the regulated market.
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 Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream,
Luxembourg") on 26 October, 2020 (the "Closing 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 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 common depositary for, and registered in the name of a common nominee of, Euroclear and Clearstream, Luxembourg on the Closing Date.
Beneficial interests in the Rule 144A Global Note will be shown on, and transfers thereof will be effected only through, records maintained by, Euroclear or
Clearstream, Luxembourg. Individual definitive Notes in registered form will only be available in certain limited circumstances as described in the Base Prospectus.
Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the
target market for the Notes is eligible counterparties and professional clients only, each as defined in MiFID II, and (ii) all channels for distribution of the Notes to
eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should
take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target
market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution
channels.
The Notes are not intended to be offered, sold or otherwise made available to and, should not be offered, sold or otherwise made available to any retail investor in the
European Economic Area ("EEA") or in the United Kingdom (the "UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail
client as defined in point (11) of Article 4(1) of MiFID II, or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended or superseded, the
"Insurance Distribution Directive", where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.
Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or
otherwise making them available to retail investors in the EEA or in the UK has been prepared and therefore offering or selling the Notes or otherwise making them
available to any retail investor in the EEA or in the UK may be unlawful.
In respect of any Interest Period from (and including) the First Reset Date (each, as defined in the Loan Agreement), interest payable under the Notes shall be
calculated by reference to the mid-swap rate for euro swaps with a term of five years which appears at the relevant time on the Reuters screen "ICESWAP2", which
is provided by ICE Benchmark Administration Limited or by reference to EURIBOR, which is provided by the European Money Markets Institute. As at the date of
this Prospectus, ICE Benchmark Administration Limited and the European Money Markets Institute each appear on the register of administrators and benchmarks
established and maintained by the European Securities and Markets Authority pursuant to Article 36 of Regulation (EU) 2016/1011 (the "Benchmarks
Regulation").
Structuring Agents to Gazprom

Bank GPB International S.A.
J.P. Morgan
Joint Global Coordinators and Bookrunners

Bank GPB International S.A.
J.P. Morgan
Joint Lead Managers and Bookrunners

Crédit Agricole CIB
Sber CIB

Financial Advisor to Gazprom
Horizon Corporate Finance
The date of this Series Prospectus is October 22, 2020



This Series Prospectus (the "Prospectus") comprises a prospectus for the purposes of the Prospectus Regulation
and for the purpose of giving information with regard to the Issuer, Gazprom, Gazprom and its subsidiaries taken as
a whole (the "Group") which, according to the particular nature and circumstances of the Issuer, Gazprom, the
Group, the Notes and the Loan, is necessary to enable investors to make an informed assessment of the assets and
liabilities, financial position, profits and losses and prospects of the Issuer, Gazprom and the Group, the rights
attaching to the Notes and the Loan, the reasons for the issuance and its impact on the Issuer, Gazprom and the
Group.
In accordance with the Prospectus Regulation the Base Prospectus has been electronically published at
https://www.ise.ie/debt_documents/Base%20Prospectus_2024c86c-3913-4f44-b9b3-2fb470e5a5e4.PDF.
Each of the Issuer (whose registered office appears on page 46 of the Base Prospectus) and Gazprom (whose
registered office appears on page 46 of the Base Prospectus) accepts responsibility for the information contained in
this Prospectus. To the best of the knowledge of each of the Issuer and Gazprom, such information is in accordance
with the facts and does not omit anything likely to affect the import of such information.
This Prospectus does not constitute an offer of, or an invitation by or on behalf of Bank GPB International S.A.,
J.P. Morgan Securities plc, Crédit Agricole Corporate and Investment Bank or Sberbank CIB (UK) Limited (the
"Managers"), the Issuer or Gazprom to subscribe for or purchase any Notes.
The distribution of this Prospectus and the offer or sale of the Notes in certain jurisdictions may be restricted by
law. Persons into whose possession this Prospectus comes are required by the Issuer, Gazprom and the Managers to
inform themselves about and to observe any such restrictions. In particular, the Notes have not been approved or
disapproved by the U.S. Securities and Exchange Commission and will not be registered under the Securities Act.
Subject to certain exceptions, Notes may not be offered or sold in the United States or to U.S. persons. Further
information with regard to restrictions on offers and sales of the Notes and the distribution of this Prospectus is set
out under "Subscription and Sale" in the Base Prospectus.
The Notes issued pursuant to the Programme are not, and will not be, qualified for sale under the securities laws of
any province or territory of Canada. The Notes have not been, and are not being, offered, sold, or delivered, and no
offer to purchase the Notes may be, is, or will be, solicited directly or indirectly, in Canada or to, or for the benefit
of, any Canadian Person. This Prospectus or any other offering material relating to the Notes may not be, has not
been, and will not be, distributed, in Canada or to, or for the benefit of Canadian Persons. In addition, Canadian
Persons are restricted from participating in any way, directly or indirectly, in the offering of the Notes (or any
dealings related to the offering of the Notes), pursuant to the Special Economic Measures (Russia) Regulations.
"Canadian Person" means any person in Canada or any Canadian outside Canada, where "person" means an
individual or a body corporate, trust, partnership, fund, an unincorporated association or organization; and
"Canadian" means an individual who is a citizen within the meaning of the Citizenship Act (Canada), or a body
corporate formed under the laws of Canada or a Canadian province.
No person is authorized to provide any information or make any representation not contained in this Prospectus and
any information or representation not contained in this Prospectus and any information or representation so
contained must not be relied upon as having been authorized by or on behalf of the Issuer, Gazprom, the Trustee or
the Managers. The delivery of this Prospectus at any time does not imply that the information contained in it is
correct as at any time subsequent to its date. The websites of Gazprom and the members of the Group do not form
any part of the contents of this Prospectus.
Neither the delivery of this Prospectus nor the offer, sale or delivery of any Note shall in any circumstances create
any implication that there has been no adverse change, or any event reasonably likely to involve any adverse
change, in the condition (financial or otherwise) of Gazprom or the Group since the date of this Prospectus.
None of the Issuer, Gazprom or the Managers or any of the respective representatives makes any representation or
warranty, express or implied, to any offeree or purchaser of the Notes offered hereby, regarding the legality of an
investment by such offeree or purchaser under appropriate investment or similar laws. Each investor should consult
with their own advisors as to the legal, tax, business, financial and related aspects of purchase of the Notes.
ii



Prospective purchasers must comply with all laws that apply to them in any place in which they buy, offer or sell
any Notes or possess this Prospectus. Any consents or approvals that are needed in order to purchase any Notes
must be obtained. Gazprom, the Issuer and the Managers are not responsible for compliance with these legal
requirements. The appropriate characterization of any Notes under various legal restrictions, and thus the ability of
investors subject to these restrictions to purchase such Notes, is subject to significant interpretative uncertainties.
No representation or warranty is made as to whether or the extent to which any Notes constitute a legal investment
for investors whose investment authority is subject to legal restrictions. Such investors should consult their legal
advisors regarding such matters.
The Managers and their respective affiliates have performed and expect to perform in the future various financial
advisory, investment banking and commercial banking services for, and may arrange non-public market financing
for, and enter into derivatives transactions with, Gazprom and its affiliates.
The Issuer is a public limited company incorporated in England and Wales under the Companies Act 2006. The
Issuer is not a subsidiary of Gazprom. For further information about the Issuer, see "Gaz Finance Plc" in the Base
Prospectus.
The language of this Prospectus is English. Certain legislative references and technical terms have been cited in their
original language in order that the correct technical meaning may be ascribed to them under applicable law.
For information on Gazprom, see "Gazprom" in the Base Prospectus.
IN CONNECTION WITH THIS ISSUE, J.P. MORGAN SECURITIES PLC (OR PERSONS ACTING ON
BEHALF OF J.P. MORGAN SECURITIES PLC) MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS
WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN
THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT J.P.
MORGAN SECURITIES PLC (OR PERSONS ACTING ON BEHALF OF J.P. MORGAN SECURITIES PLC)
WILL UNDERTAKE STABILIZATION ACTION. ANY STABILIZATION ACTION MAY BEGIN ON OR
AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF
THE NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER
THAN THE EARLIER OF 30 DAYS AFTER THE CLOSING DATE AND 60 DAYS AFTER THE DATE OF
THE ALLOTMENT OF THE NOTES. ANY STABILIZATION ACTION OR OVER-ALLOTMENT SHALL BE
CONDUCTED IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS MADE BY THE MANAGERS AS TO
THE ACCURACY OR COMPLETENESS OF THE INFORMATION SET FORTH IN THIS PROSPECTUS,
AND NOTHING CONTAINED IN THIS PROSPECTUS IS, OR SHALL BE RELIED UPON AS, A PROMISE
OR REPRESENTATION, WHETHER AS TO THE PAST OR THE FUTURE.
EACH PERSON RECEIVING THIS PROSPECTUS ACKNOWLEDGES THAT SUCH PERSON HAS NOT
RELIED ON THE MANAGERS OR ANY OF THEIR AFFILIATES OR ANY PERSON ACTING ON THEIR
BEHALF IN CONNECTION WITH ITS INVESTIGATION OF THE ACCURACY OR COMPLETENESS OF
SUCH INFORMATION OR ITS INVESTMENT DECISION.
EACH PERSON CONTEMPLATING MAKING AN INVESTMENT IN THE NOTES MUST MAKE ITS OWN
INVESTIGATION AND ANALYSIS OF THE CREDITWORTHINESS OF THE ISSUER, GAZPROM AND
THE GROUP AND ITS OWN DETERMINATION OF THE SUITABILITY OF ANY SUCH INVESTMENT,
WITH PARTICULAR REFERENCE TO ITS OWN INVESTMENT OBJECTIVES AND EXPERIENCE, AND
ANY OTHER FACTORS WHICH MAY BE RELEVANT TO IT IN CONNECTION WITH SUCH
INVESTMENT.
THE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND
EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN THE UNITED STATES OR ANY
OTHER U.S. REGULATORY AUTHORITY NOR HAVE ANY OF THE FOREGOING AUTHORITIES
PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OF NOTES OR THE ACCURACY OR
THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENCE IN THE UNITED STATES.
iii



U.S.$ NOTES
Concurrently with this proposed offering of the Notes, the Issuer is undertaking an offering of U.S. dollars
denominated notes under the Programme to finance a subordinated loan to Gazprom pursuant to Rule 144A and
Regulation S under the Securities Act (the "U.S.$ Notes"). The U.S.$ Notes will have terms and conditions
substantially similar to those for the Notes save in respect of those specific to the U.S. dollars currency and timing
of the offering. The offering of the U.S.$ Notes is expected to complete on or about the date of completion of this
offering. The proposed offering of the Notes and the proposed offering of U.S.$ Notes are separate and not
conditional upon each other.
iv



Table of Contents
OVERVIEW OF THE TRANSACTION ..................................................................................................... 1
RISK FACTORS .......................................................................................................................................... 3
RECENT DEVELOPMENTS ...................................................................................................................... 9
TAXATION ­ UNITED STATES ............................................................................................................. 10
INCORPORATION BY REFERENCE ..................................................................................................... 15
TERMS AND CONDITIONS OF THE NOTES ....................................................................................... 16
AMENDMENTS TO THE TERMS AND CONDITIONS OF THE NOTES ........................................... 17
ISSUE TERMS OF THE NOTES .............................................................................................................. 22
THE LOAN SUPPLEMENT ...................................................................................................................... 25
OTHER INFORMATION .......................................................................................................................... 40

v



OVERVIEW OF THE TRANSACTION
The following overview contains basic information about the Notes and the Loan. This overview must be read as an
introduction to this Series Prospectus and any decision to invest in the Notes should be based on a consideration of
this Series Prospectus as a whole.
The transaction will be structured as the Loan to the Borrower by the Issuer acting as lender. The Issuer will issue
the Notes to Noteholders for the sole purpose of funding the Loan. The Notes will be constituted by a supplemental
trust deed to be dated on or about the Closing Date and entered into between the Issuer and the Trustee which is
supplemental to a principal trust deed dated December 26, 2019 as amended (together, the "Trust Deed"), each
entered into between the Issuer and Citibank, N.A., London Branch (the "Trustee").
Pursuant to the Trust Deed, the Issuer will charge as security its rights and interests under the Loan (other than
certain Reserved Rights, as defined in the Trust Deed) to the Trustee for the benefit of the Noteholders and assign
its administrative rights under the Loan Agreement to the Trustee as security for its payment obligations in respect
of the Notes and the Trust Deed. Such security, together with the security in respect of the Account (as defined
below), is referred to in this Prospectus as the "Security Interests".
As a consequence of the assignment of the administrative rights under the Loan Agreement, the Trustee shall
assume the administrative rights of the Issuer as set out in the relevant provisions of the Trust Deed. If and when
the charge of certain of the Issuer's rights and interests under the Loan is enforced, the Trustee will assume the
rights of the Issuer under the Loan, as set out in the relevant provisions of the Trust Deed, and the Trustee will
assume certain rights and obligations towards the Noteholders, as more fully set out in the Trust Deed.
The payment obligations of the Borrower under the Loan Agreement in respect of the principal of, and interest on,
the Loan, any applicable Deferred Interest Payment (as defined in the Loan Agreement) and additional amounts (if
any) (the "Relevant Obligations") constitute direct, unsecured, conditional and subordinated obligations of the
Borrower and rank as described in clause 5.1 (Subordination) of the Loan Supplement. In particular, the Relevant
Obligations rank (i) junior to all obligations of the Borrower, excluding the rights and claims against the Borrower
of the holders of any Parity Securities (as defined in Loan Agreement) and/or any Junior Securities (as defined in
Loan Agreement), (ii) pari passu with the rights and claims against the Borrower of the holders of any Parity
Securities and (iii) senior to the rights and claims against the Borrower of the holders of any Junior Securities.
The Notes will be issued on a limited recourse basis and the Issuer will not have any payment obligations
thereunder to the Noteholders save for to account to the Noteholders for amounts received by the Issuer pursuant
to the Loan.
The Notes will carry an interest of 3.897 per cent. per annum from (and including) the Closing Date to (but
excluding) the First Reset Date (as defined in the Loan Agreement) and from (and including) the First Reset Date
(as defined in the Loan Agreement) at the relevant Rate of Interest (as defined in the Loan Agreement).
On 26 January in each year (not adjusted) commencing January 26, 2021 (each an "Interest Payment Date") the
Issuer shall account to the Noteholders for an amount equivalent to amounts of interest under the Loan received
by or for the account of the Issuer pursuant to the Loan Agreement, unless the Borrower elects to defer the
relevant payment of interest (in whole or in part) (a "Deferred Interest Payment") pursuant to the Loan
Agreement.
Pursuant to the Loan Agreement, any Deferred Interest Payment shall itself bear interest (such further interest,
together with each Deferred Interest Payment, being "Arrears of Interest"), at the Rate of Interest prevailing
from time to time, from (and including) the date on which (but for such deferral) the Deferred Interest Payment
would otherwise have been due to be made to (but excluding) the date on which the Deferred Interest Payment is
paid, and it will be added to such Deferred Interest Payment (and thereafter accumulate additional interest
accordingly) on each Interest Payment Date. The Borrower will be entitled to pay outstanding Arrears of Interest
(in whole or in part) at any time.
The Borrower must pay all outstanding Arrears of Interest (in whole but not in part) when they become due and
payable in accordance with Clause 4.7.2 of the Facility Agreement (as amended by the Loan Supplement).
The Notes have no established redemption date and may only be redeemed in accordance with the provisions of
Condition 6 (Redemption and Variation) of the Terms and Conditions of the Notes. In particular, the Loan is
repayable on January 26, 2081 (the "Repayment Date") subject to the Borrower's right to extend the Repayment
1



Date at any time and on any number of occasions, to any further date falling on any fifth anniversary of the
Repayment Date (the "Extended Repayment Date") on giving an irrevocable notice to the Issuer to the same
effect, in each case on a day which is not less than 10 days' prior to the Repayment Date or any such Extended
Repayment Date, as the case may be. If the Issuer does not receive such notice, on the next Business Day following
the expiry of such period, the Issuer shall notify the Noteholders, the Trustee and the Agents of the Borrower's
election not to extend the Repayment Date in accordance with Condition 14 (Notices) of the Terms and Conditions
of the Notes. The Notes will thereupon become due and repayable and the Issuer shall, subject to receipt of such
amounts from the Borrower under the Loan, redeem the Notes on the Repayment Date or any such Extended
Repayment Date in an amount equal to the outstanding principal amount of the relevant Note in each case, plus any
accrued and unpaid interest up to (but excluding) the Repayment Date or any such Extended Repayment Date, as
applicable, and any outstanding Arrears of Interest (without double counting) (as defined in the Loan Agreement)
and any additional amounts in respect thereof.
Pursuant to the Loan Agreement, upon the occurrence of an Insolvency Event (as defined in the Loan Agreement),
all rights and claims of the Issuer in respect of the Relevant Obligations will be extinguished. Upon any such
extinguishment, the obligations of the Issuer with respect to the Trustee and the Noteholders in respect of the Notes
shall be satisfied, no further amounts shall be payable in respect thereof and the Trustee shall have no further
obligations in respect thereof and, accordingly, Noteholders may not take any action against the Trustee, the Issuer,
Gazprom or any other person to recover any such sum or asset in respect of the Notes or the Loan.
Under the Loan, the Borrower will make payment of amounts due thereunder in euro to a euro account of the Issuer
(the "Account") with the Principal Paying Agent which is secured as part of the Security Interests pursuant to the
Trust Deed.
Set forth below is a diagram of the structure for the Notes and the Loan:


2



Document Outline