CREDIT BANK OF MOSCOW announces pricing of USD 500 million subordinated Eurobonds
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL
On 25 April 2013, CREDIT BANK OF MOSCOW successfully priced a USD 500 mln 8.7% p.a. subordinated Tier II Eurobond (“The Notes”) due in 2018 (5.5 year tenor). Pricing of the Eurobond followed a series of investor meetings in Hong Kong, Singapore, Zurich, London, Boston and New York. HSBC, Raiffeisen Bank International and The Royal Bank of Scotland acted as joint lead managers and bookrunners, HSBC also being sole structuring adviser. The Notes will be issued pursuant to Rule 144a and Regulation S.
The Notes will be issued by CBOM Finance p.l.c., an SPV incorporated in Ireland for the purpose of financing a subordinated loan to the Bank. Settlement of the transaction is expected to be completed on 13 May 2013.
The transaction represents the first subordinated Eurobond issued by a Russian bank following the introduction of the Central Bank of Russia’s latest rules on subordinated capital under Regulation No. 395-P dated 28.12.2012 “On the Method of Calculating the Amount, and Assessing the Adequacy of, the Capital of Credit Institutions (“Basel III”)”.
The Notes were placed with a diverse range of international and domestic investors which included financial institutions, private banks and asset management companies. The geographical split of investors subscribing to the issue comprised: Europe (48%), Russia (39%), the United Kingdom (6%), Asia and Middle East (4%), and the USA (3%).
“Our subordinated Eurobond has extended the series of CREDIT BANK OF MOSCOW’s transactions in the international capital markets. In November 2012 the Bank raised its largest ever USD 308 mln syndicated loan provided by a group of international banks, while in January we successfully placed a USD 500 mln senior Eurobond, surpassing our previous largest single borrowing in the international markets. Today we are extremely pleased at the successful placement of our debut international subordinated issue, which has made the Bank a pioneer in the Russian banking market with regards to attracting regulatory capital under the Central Bank’s latest regulations. The transaction is also a very important step towards the Bank’s medium term objective of an IPO”, commented Vladimir Chubar, Chairman of the Management Board.
The Notes are assigned "B+(exp)" expected long-term rating by Fitch Ratings.
This is the fourth Eurobond issue and the first subordinated Eurobond for the Bank. Upon the receipt of the final approval from the Central Bank or Russia, the instrument will be included as part of the Bank’s Tier II capital base.
This press release is directed only at persons who (i) are outside the United Kingdom or (ii) have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) order 2005 (the "Order") or (iii) are persons falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order or (iv) to whom this press release may otherwise be directed without contravention of section 21 of the Financial Services and Markets Act 2000 (all such persons together being referred to as "relevant persons"). This press release must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this press release relates is available only to relevant persons and will be engaged in only with relevant persons.
In member states of the European Economic Area, this press release is directed only at persons who are "qualified investors" within the meaning of article 2(1)(e) of Directive 2003/71/EC (the “Prospectus Directive”) ("Qualified Investors”). This press release is an advertisement for the purposes of applicable measures implementing the Prospectus Directive.
This press release is not for public release, publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia). This press release is not an offer of securities for sale in the United States. Any such securities may not be offered or sold in the United States absent registration under the United States Securities Act of 1933, as amended (the “Securities Act”) or an exemption from the registration requirements of the Securities Act. No public offering of securities will be made in the United States of America or in any other jurisdiction where such an offering is restricted or prohibited. A copy of this press release may be provided to a qualified institutional buyer (as such term is defined in Rule 144A under the Securities Act) on an individual basis.
This press release contains certain forward-looking statements that are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Important assumptions and other important factors could cause actual results to differ materially from those expected. Except to the extent required by applicable laws, neither the Bank nor any of its affiliates undertakes any obligation to update or revise any forward-looking statements as a result of new information, future events or otherwise.
In connection with the sale of securities referred to herein, one or more parties named as stabilising manager (the “Stabilising Manager(s)”) (or persons acting on behalf of the Stabilising Manager(s)) may over allot securities or effect transactions with a view to supporting the market price of the securities at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager(s) (or persons acting on behalf of the Stabilising Manager(s)) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the securities 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 issue date of the securities and 60 days after the date of the allotment of the securities. Any stabilisation action or over allotment must be conducted by the relevant Stabilising Manager(s) (or persons acting on behalf of such Stabilising Manager) in accordance with all applicable laws and rules.
The information contained herein is not an offer, or invitation to make offers, to sell, exchange or otherwise transfer or dispose of the securities referred to herein (as part of their initial distribution or at any time thereafter) in the Russian Federation or to, or for the benefit of, any persons (including legal entities) resident, incorporated, established or having their usual residence in the Russian Federation, or to any person located within the territory of the Russian Federation, unless and to the extent otherwise permitted under Russian law and does not constitute an advertisement or offering of the securities in Russia within the meaning of Russian securities laws and must not be passed on to third parties or otherwise be made publicly available in Russia. The securities referred to herein have not been and will not be registered in Russia or admitted to public placement or public circulation in Russia and may not be "offered", "placed" or "circulated" to any person in the Russian Federation unless otherwise permitted under Russian law.
A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. Similar ratings for different types of issuers and on different types of notes do not necessarily mean the same thing. The significance of each rating should be analysed independently from any other rating.