CBOM FINANCE P.L.C. ANNOUNCES OFFERS TO PURCHASE UP TO U.S.$150,000,000 IN PRINCIPAL AMOUNT OF ITS OUTSTANDING LOAN PARTICIPATION NOTES
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U. S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE «UNITED STATES») OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
CBOM Finance p. l. c. («CBOM») at the request of CREDIT BANK OF MOSCOW (public joint-stock company) («CBM») has today launched invitations to holders (the «Noteholders») of the U. S.$600,000,000 7.500% Loan Participation Notes due 2027, of which U. S.$557,000,000 remain outstanding (Regulation S Common Code: 158910691, Regulation S ISIN: XS1589106910) (the «2027 Notes»), and the U. S.$700,000,000 8.875% Perpetual Callable Loan Participation Notes, of which U. S.$670,000,000 remain outstanding (Regulation S Common Code: 160109475, Regulation S ISIN: XS1601094755) (the «Perpetual Notes», and together with the 2027 Notes, the «Notes») to tender for purchase for cash the Notes, up to a maximum aggregate principal amount of U. S.$150,000,000 (the «Maximum Invitation Amount») across both series of Notes (each, a «Series») combined, subject to the offer and distribution restrictions below, and upon the terms and subject to the conditions set forth in an invitation for offers dated 29 October 2019 (as it may be amended or supplemented from time to time, the «Invitation for Offers») in accordance with a modified Dutch auction procedure for each Series of Notes. The invitation to tender the Notes for purchase referred to herein as the «Invitation» constitutes a separate Invitation with respect to each Series of Notes and the term «Invitation» shall, where the context so admits, be construed accordingly.
Capitalised terms used in this announcement but not otherwise defined have the meanings given to them in the Invitation for Offers. Copies of the Invitation for Offers are available, subject to the tender offer and distribution restrictions, from the Tender Agent.
Rationale for the Invitation
The purpose of the invitation is to provide a degree of liquidity to Noteholders, as well as to improve the composition of CBM’s regulatory capital. CBOM will be able to repurchase the outstanding Notes which are tendered pursuant to the Invitation, provided that the Financing Condition is satisfied, such purchase to be funded by the proceeds from the Share Offering.
Immediately after the Settlement Date, CBOM intends to sell the Notes purchased pursuant to the Invitation for Offers to CBM. The Notes accepted for purchase under the Invitation could be cancelled at a later date, subject to prior written consent of the Central Bank of Russia, and upon such cancellation a corresponding portion of the principal amount of the subordinated loans provided to CBM underlying the Notes (together with accrued interest) shall be deemed to have been repaid by CBM.
Copies of this announcement are not being made and may not be distributed or sent, directly or indirectly, into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Canada, Australia, Japan or the Russian Federation.
This announcement and its contents may not be viewed by persons within the United States. By accessing this announcement, you represent that you are outside the United States.
This announcement is directed solely at: (i) persons outside the United Kingdom, (ii) investment professionals specified in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the «Order»), (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order and (iv) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities of the Company or any member of its group may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as «Relevant Persons»). Any investment activity to which the Information relates will only be available to and will only be engaged in with Relevant Persons. Any person who is not a Relevant Person should not act or rely on the Information. By accessing the Information, you represent that you are a Relevant Person.
This communication is distributed in any member state of the European Economic Area which applies Regulation (EU) 2017/1129 (this Regulation together with any implementing measures in any member state, the Prospectus Regulation) only to those persons who are qualified investors for the purposes of the Prospectus Regulation in such member state, and such other persons as this document may be addressed on legal grounds, and no person that is not a relevant person or qualified investor may act or rely on this document or any of its contents.
MiFID II professionals/ECPs-only — Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels).
These materials and any information contained therein (i) are not an offer, or an invitation to make offers, to purchase, sell, exchange or otherwise transfer any securities in the Russian Federation or to or for the benefit of any Russian person or entity; (ii) do not constitute an «advertisement» or «offering» of the securities in the Russian Federation within the meaning of Russian securities laws; and (iii) must not be passed on to third parties or otherwise be made publicly available in the Russian Federation. No prospectus has been and will be registered with respect to these securities in the Russian Federation and the securities referred to herein are not admitted to or intended for «placement» or «circulation» (in terms of applicable Russian securities laws) in the Russian Federation. These materials are not intended for, and must not be communicated to or disseminated among, the persons who are not «qualified investors» as defined under Russian securities laws unless otherwise permitted under Russian law.