CBOM finance P.L.C. announces cash tender offer
20.03.2017
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 (Regulation S: Common Code: 092407845, ISIN: XS0924078453; Rule 144A: Common Code: 092550826, ISIN: US12504PAB67, CUSIP: 12504PAB6), of which U.S.$500,000,000 are outstanding (the “Notes”), to tender for purchase for cash any and all of the Notes, upon the terms and subject to the conditions set forth in a tender offer memorandum dated 20 March 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 Dealer Managers.
Summary of the Tender Offer
| Description of the Notes | U.S.$500,000,000 8.70% Notes due 2018 issued by the Offeror |
| Common code/ISIN for Regulation S Notes | 092407845 / XS0924078453 |
| Common code/ISIN/ CUSIP for Rule 144A Notes | 092550826 / US12504PAB67 / 12504PAB6 |
| Outstanding Principal Amount | U.S.$500 000 000 |
| Minimum Denomination | U.S.$200,000 and integral multiples of U.S.$1,000 thereafter |
| Purchase Price | U.S.$1,077.5 per U.S.$1,000 in principal amount of the Notes |
| Amount subject to the Tender Offer | Any and all |
Rationale for the Tender Offer
The purpose of the Tender Offer and New Offering is to proactively manage CBM’s debt maturity profile and improve the composition of its regulatory capital. The Offeror will be able to repurchase the outstanding Notes which are tendered pursuant to the Tender Offer, provided that the New Issue Condition is satisfied, such purchase to be fully funded by the issuance of the New Notes.
All Notes accepted for purchase under the Tender Offer will be cancelled and upon such cancellation, subject to prior written consent of the Central Bank of Russia (the “CBR”), a corresponding portion of the principal amount of the Subordinated Loan to CBM (together with accrued interest) shall be deemed to have been repaid by CBM.
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 and form of Notice of Guaranteed Delivery available from the Dealer Managers and the Information and Tender Agent. Notice provided through a press release on a widely disseminated news or wire service prior to 10:00 a.m. (New York City time). | 20 March 2017 |
| Expiration Deadline Final deadline for receipt of valid Tender Instructions or Notice of Guaranteed Delivery 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. | 3:00 a.m. (New York City time) on 29 March 2017, unless extended or earlier terminated by the Offeror |
| Announcement of Tender Offer Results Announcement of whether the New Issue Condition has been satisfied or waived and 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 29 March 2017 |
| Deadline for Delivery of Notes Tendered by Guaranteed Delivery procedures If any Noteholder desires to tender their Notes and (1) such Notes are not immediately available or cannot be tendered on or before the Expiration Deadline or (2) such Noteholder cannot comply with the procedure for book-entry transfer, such Noteholder must tender their Notes according to the guaranteed delivery procedure described under “Procedures for Participating in the Tender Offer”. | 3:00 a.m. (New York City time) on 31 March 2017, unless the Expiration Deadline is extended or earlier terminated by the Offeror |
| Payment Date Payment Date for Notes validly tendered and accepted for purchase by the Offeror, subject to the satisfaction or waiver of the New Issue Condition. | Expected to be on or before 3 April 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.
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 Dealer Managers
Requests for information in relation to the Tender Offer should be directed to:
Credit Suisse Securities (Europe) Limited
One Cabot Square
London E14 4QJ
United Kingdom
For information by telephone:
+44 (0)20 7883 8763
Attention: Liability Management Group
Email: liability.management@credit-suisse.com
HSBC Bank plc
8 Canada Square
London E14 5HQ
United Kingdom
For information by telephone:
+44 (0) 20 7992 6237
Attention: Liability Management
Email: LM_EMEA@hsbc.com
Société Générale
10 Bishops Square
London E1 6EG
United Kingdom
For information by telephone:
U.S. Toll Free: +1 855 881 2108
U.S. Collect: +1 212 278 6964
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: Yves Theis
Telephone: +44 (0) 20 7704 0880
Email: mkb@lucid-is.com
Website: https://portal.lucid-is.com