CBOM FINANCE P.L.C. announces cash tender

2 Октября 2017

CBOM FINANCE P.L.C. announces cash tender

CBOM FINANCE P.L.C. ANNOUNCES CASH TENDER OFFER FOR ANY AND ALL OF ITS U.S.$500,000,000 8.70% LOAN PARTICIPATION NOTES DUE 2018

CBOM Finance p.l.c. (the “Offeror”) at the request of CREDIT BANK OF MOSCOW (public joint-stock company) (“CBM”) has today launched invitations to holders (the “Noteholders”) of its U.S.$500,000,000 8.70% Loan Participation Notes due 2018 issued by, but with limited recourse to, the Offeror for the sole purpose of financing a subordinated loan to CBM (Common Code: 092407845, ISIN: XS0924078453), of which U.S.$106,205,000 remain outstanding (the “Notes”), to tender for purchase for cash any and all of the Notes, subject to the offer and distribution restrictions below, and upon the terms and subject to the conditions set forth in a tender offer memorandum dated 2 October 2017 (as it may be amended or supplemented from time to time, the “Tender Offer Memorandum”). The invitations to tender the Notes for purchase are referred to herein as the “Tender Offer”.

Capitalised terms used in this announcement but not otherwise defined have the meanings given to them in the Tender Offer Memorandum. Copies of the Tender Offer Memorandum are available, subject to the tender offer and distribution restrictions, from the Information and Tender Agent and the Sole Dealer Manager.

Summary of the Tender Offer

Description of the Notes

 

Common code/ISIN

Outstanding Principal Amount

Minimum Denomination

Purchase Price

Amount subject to the Tender Offer

U.S.$500,000,000 8.70% Notes due 2018 issued by the Offeror

092407845/
XS0924078453

U.S.$106,205,000

U.S.$200,000 and integral multiples of U.S.$1,000 thereafter

U.S.$960.00 per U.S.$1,000 in principal amount of the Notes

Any and all

 

The Offeror will only accept Tender Instructions with respect to the Regulation S Notes bearing ISIN XS0924078453. The Offeror will not accept Tender Instructions with respect to the Notes held in the Rule 144A Global Note bearing ISIN US12504PAB67.

Rationale for the Tender Offer

The purpose of the Tender Offer is to ensure better liquidity of the Notes and to proactively manage CBM’s debt maturity profile.

Immediately after completion of the Tender Offer, the Offeror intends to sell the Notes purchased pursuant to the Tender Offer to CBM. CBM intends to hold the Notes for its own account and may sell them in the future. CBM does not currently intend to transfer the Notes to the Offeror for cancelation, but may do so in the future, subject to prior consent of the Central Bank of Russia.

Notes which have not been validly tendered and accepted for purchase pursuant to the Tender Offer will remain outstanding after the Payment Date.

Purchase Price and Accrued Interest

If the Offeror decides to accept valid tenders of Notes pursuant to the Tender Offer, the total amount that will be paid to each Noteholder on the Payment Date for the Notes accepted for purchase from such Noteholder will be an amount equal to the sum of:

  • the product of (i) the aggregate principal amount of the Notes accepted for purchase from such Noteholder pursuant to the Tender Offer divided by U.S.$1,000 and (ii) the Purchase Price; and
  • the Accrued Interest Amount on such Notes.

Acceptance of Tendered Notes

The Offeror intends to accept for payment on the Expiration Deadline any and all validly tendered Notes. The Offeror reserves the right, in its sole and absolute discretion, not to purchase any Notes, subject to applicable law. The Offeror may, in its sole discretion, extend, re-open, amend, waive in whole or in part any condition to, withdraw and/or terminate the Tender Offer, as provided in the Tender Offer Memorandum.

Conditions to the Tender Offer

The completion of the Tender Offer is subject to, among other things, the conditions to the Tender Offer. See “Conditions to the Tender Offer” in the Tender Offer Memorandum for more information.

Notes that are not successfully tendered for purchase pursuant to the Tender Offer and the terms and conditions set out in the Tender Offer Memorandum will remain outstanding and will remain subject to the terms and conditions of such Notes.

Expected Timetable of Key Events

The times and dates below are indicative only.

Events

 

Times and Dates

Commencement of the Tender Offer

Announcement of the Tender Offer. Tender Offer Memorandum available from the Sole Dealer Manager and the Information and Tender Agent.

 

2 October 2017

Expiration Deadline

Final deadline for receipt of valid Tender Instructions by the Information and Tender Agent in order for Noteholders to be able to participate in the Tender Offer. This is also the deadline for Noteholders who have tendered Notes in the Tender Offer to be able to validly withdraw such Notes.

 

16:00 (London time) on 9 October 2017, unless extended or earlier terminated by the Offeror

Announcement of Tender Offer Results

Announcement of whether the Offeror will accept valid tenders of Notes pursuant to the Tender Offer and, if so accepted, the aggregate principal amount of Notes accepted for purchase, Accrued Interest Amount (expressed as a percentage of the principal amount of the Notes) and the Payment Date.

 

On or about 10 October 2017

Payment Date

Payment Date for Notes validly tendered and accepted for purchase by the Offeror.

 

Expected to be on or before 16 October 2017

The above times and dates are subject to the rights of the Offeror, to extend, re-open, amend, waive in whole or in part any condition to, withdraw and/or terminate the Tender Offer (subject to applicable law). All documentation relating to the Tender Offer and any updates will be available via the offer website: https://portal.lucid-is.com.

Noteholders are advised to check with any broker, dealer, bank, custodian, trust company or other nominee or other intermediary through which they hold Notes to confirm whether such intermediary requires that it receives instructions for such Noteholder to participate in the Tender Offer before the deadlines specified above. The deadlines set by each Clearing for the submission of Notes subject to the Tender Offer may be earlier than the relevant deadlines above.

For Further Information

A complete description of the terms and conditions of the Tender Offer is set out in the Tender Offer Memorandum. Further details about the Tender Offer can be obtained from:

The Sole Dealer Manager

 

Requests for information in relation to the Tender Offer should be directed to:

 

Société Générale

10 Bishops Square

London E1 6EG

United Kingdom

For information by telephone:

London: +44 20 7676 7680

Attention: Liability Management

Email: liability.management@sgcib.com

 

The Information and Tender Agent

Requests for information in relation to the procedures for tendering Notes and participating in the Tender Offer and the submission of an electronic instruction or other submission should be directed to the Information and Tender Agent.

Lucid Issuer Services Limited

Tankerton Works

12 Argyle Walk

London WC1H 8HA

United Kingdom

Attention: Thomas Choquet / Alexander Yangaev

Telephone: +44 (0) 20 7704 0880

Email: mkb@lucid-is.com

Website: https://portal.lucid-is.com


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