CBOM FINANCE P.L.C. announces cash tender
02.10.2017
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 (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/ |
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
DISCLAIMER
This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire or exchange any notes is being made pursuant to this announcement. This announcement and the Tender Offer Memorandum contain important information, which must be read carefully before any decision is made with respect to the Tender Offer. If any Noteholder is in any doubt as to the action it should take, it is recommended to seek its own legal, tax and financial advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the Tender Offer. None of the Offeror, CBM, the Sole Dealer Manager, the Information and Tender Agent, or any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation as to whether Noteholders should participate in the Tender Offer.
United States
The Tender Offer is not being made and will not be made directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or through the facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone and the Internet. Accordingly, copies of this Announcement or the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded in or into the United States and Notes cannot be offered for sale in the Tender Offer by any such use, means, instruments or facilities or from within the United States. Any purported offer of Notes for sale resulting directly or indirectly from a violation of these restrictions will be invalid and offers of Notes for sale made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a nominee giving instructions from within the United States will be invalid and will not be accepted.
Each holder of Notes participating in the Tender Offer will be deemed to represent that either (i), it is not located in the United States and is not participating in the Tender Offer from the United States or (ii) it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Tender Offer from the United States.
Belgium
None of this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Tender Offer have been submitted to or will be submitted for approval or recognition to the Financial Services and Markets Authority (Autorité des services et marchés financiers / Autoriteit financiële diensten en markten) and, accordingly, the Tender Offer may not be made in Belgium by way of a public offering, as defined in Articles 3, §1, 1° and 6, §1of the Belgian Law of 1 April 2007 on public takeover bids (the “Public Takeover Law”), as amended or replaced from time to time. Accordingly, the Tender Offer may not be advertised and the Tender Offer will not be extended, and none of this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Tender Offer (including any memorandum, information circular, brochure or any similar documents) have been or shall be distributed or made available, directly or indirectly, to any individual or legal entity in Belgium other than:
(i) qualified investors, as defined in Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (the “Belgian Public Offer Law”);
(ii) in relation to Notes with a denomination of at least €100,000;
and in any other circumstances set out Article 6, §§3-4 of the Public Takeover Law. Insofar as Belgium is concerned, the Tender Offer Memorandum have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Tender Offer. Accordingly, the information contained in the Tender Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.
France
The Tender Offer is not being made, directly or indirectly, to the public in the Republic of France (“France”). None of this announcement, the Tender Offer Memorandum or any other document or material relating to the Tender Offer has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) with the exception of individuals acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier, are eligible to participate in the Tender Offer.
None of this announcement, the Tender Offer Memorandum or any other such offering material has been and will be submitted for clearance to the Autorité des Marchés Financiers.
Ireland
This announcement and the Tender Offer Memorandum will only be distributed in Ireland in conformity with the provisions of the Companies Act 2014 (as amended), the Central Bank Acts 1942 – 2015 (as amended) and the European Communities 9 (Markets in Financial Instruments) Regulations 2007 (Nos. 1 to 3), including, without limitation, Regulations 7 and 152 thereof or any applicable provisions of Irish law.
Italy
None of the Tender Offer, this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Tender Offer have been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (“CONSOB”) pursuant to Italian laws and regulations.
The Tender Offer is being carried out in the Republic of Italy (“Italy”) as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the “Financial Services Act”) and article 35-bis, paragraph 4, of CONSOB Regulation No. 11971 of 14 May 1999, as amended (the “Issuer’s Regulation”).
Accordingly, the Tender Offer may not be advertised and will not be addressed, and neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Tender Offer (including any memorandum, information circular, brochure or any similar documents) have been or shall be distributed or made available, directly or indirectly, to any person in Italy other than to “qualified investors” (investitori qualificati), as defined pursuant to Article 100 of the Financial Services Act and Article 34-ter, paragraph 1, letter b) of the Issuer’s Regulation.
Noteholders or beneficial owners of the Notes may tender their Notes in the Tender Offer through authorised intermediaries (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Tender Offer.
United Kingdom
The communication of this announcement, the Tender Offer Memorandum by the Offeror and any other documents or materials relating to the Tender Offer are not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may be communicated to (1) those persons who are existing members or creditors of the Company or other persons within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (2) those holders being investment professionals and high net worth companies/undertakings each within the meaning of the Order, and (3) to any other persons to whom these documents and/or materials may lawfully be communicated. Any investment or investment activity to which the Tender Offer Memorandum relate is available only to such persons or will be engaged only with such persons and other persons should not rely on it.
Russian Federation
None of this announcement, the Tender Offer Memorandum or any other document or materials relating to the Tender Offer is an offer, or an invitation to make offers, to sell, exchange or otherwise transfer securities in the Russian Federation to or for the benefit of any Russian person or entity and does not constitute an advertisement or offering of securities in the Russian Federation within the meaning of Russian securities laws. Information contained in this announcement, the Tender Offer Memorandum or any other document or materials relating to the Tender Offer is not intended for any person in the Russian Federation who is not a “qualified investor” within the meaning of Article 51.2 of the Federal Law No. 39-FZ “On the Securities Market” dated 22 April 1996, as amended (a “Russian QI”) and must not be distributed or circulated into the Russian Federation or made available in the Russian Federation to any person who is not a Russian QI, unless and to the extent they are otherwise permitted to access such information under Russian law.
General
This announcement, the Tender Offer Memorandum and any related documents do not constitute an offer to buy or the solicitation of an offer to sell Notes in any circumstances in which such offer or solicitation is unlawful. If a jurisdiction requires the Tender Offer to be made by a licensed broker or dealer, and the Sole Dealer Manager or any of its respective affiliates is such a licensed broker or dealer in such jurisdictions, the Tender Offer shall be deemed to be made by the Sole Dealer Manager or such affiliate (as the case may be) on behalf of the Offeror in such jurisdiction.
In addition to the representations referred to above in respect of the United States, Belgium, France, Ireland, Italy, the United Kingdom and the Russian Federation, each Noteholder participating in the Tender Offer will also be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in “Procedures for Tendering Notes” in the Tender Offer Memorandum. Any tender of Notes for purchase pursuant to the Tender Offer from a Noteholder that is unable to make these representations will not be accepted. Each of the Offeror, CBM, the Sole Dealer Manager and the Information and Tender Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Tender Offer, whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and as a result the Offeror determines (for any reason) that such representation is not correct, such tender of Notes shall not be accepted.