CBOM FINANCE P.L.C. ANNOUNCES FINAL RESULTS OF INVITATION FOR OFFERS TO SELL FOR CASH THE U.S.$600,000,000 7.500 PER CENT. LOAN PARTICIPATION NOTES DUE 2027 AND U.S.$700,000,000 8.875 PER CENT. PERPETUAL CALLABLE LOAN PARTICIPATION NOTES
06.11.2019
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.
On 29 October 2019, CBOM Finance p.l.c. (“CBOM”) at the request of CREDIT BANK OF MOSCOW (public joint-stock company) (“CBM”) 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, 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. 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.
Results of the Invitation
The Invitation expired at 4:00 p.m. (London time) on 5 November 2019. As at the Expiration Time, the aggregate principal amount of 2027 Notes and Perpetual Notes validly tendered and not validly withdrawn is equal to U.S.$215,765,000 and U.S.$304,181,000, respectively (U.S.$519,946,000 in aggregate principal amount of both Series of Notes).
CBOM hereby announces that (i) the Financing Condition (as defined in the Invitation for Offers) has been satisfied, and (ii) it has accepted for purchase an aggregate principal amount of 2027 Notes and Perpetual Notes equal to U.S.$100,000,000 and U.S.$50,000,000, respectively (U.S.$150,000,000 in aggregate principal amount of both Series of Notes), at the relevant Purchase Price, as set out in the table below:
|
Description of the Notes |
Regulation S ISIN/Common Code |
Outstanding Principal Amount on Launch of the Invitation |
Purchase Price |
Aggregate Principal Amount of Notes Accepted for Purchase |
|
Outstanding Principal Amount following the Settlement of the Invitation(1) |
|
U.S.$600,000,000 7.500 per cent. Loan Participation Notes due 2027 |
XS1589106910 / 158910691 |
U.S.$557,000,000 |
U.S.$940.00 per U.S.$1,000 principal amount |
U.S.$100,000,000 |
66.40% |
U.S.$457,000,000 |
|
U.S.$700,000,000 8.875 per cent. Perpetual Callable Loan Participation Notes |
XS1601094755 / 160109475 |
U.S.$670,000,000 |
U.S.$880.00 per U.S.$1,000 principal amount |
U.S.$50,000,000 |
28.51% |
U.S.$620,000,000 |
(1) 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 CBR, 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.
Settlement
The Settlement Date is expected to be on or about 11 November 2019.
The Noteholders who validly tendered the Notes and whose Notes have been accepted for purchase by CBOM pursuant to the Invitation will receive on the Settlement Date (i) the Purchase Price and (ii) the Accrued Interest.
For Further Information
Further details about the Invitation can be obtained from:
The Joint Dealer Managers
Citigroup Global Markets Limited
Citigroup Centre, Canada Square
London E14 5LB
United Kingdom
Tel: +44 (0) 20 7986 8969
Email: liabilitymanagement.europe@citi.com
Société Générale
10 Bishops Square
London E1 6EG
United Kingdom
For information by telephone:
London: +44 (0) 20 7676 7951
Email: liability.management@sgcib.com
Sova Capital Limited
12 Floor 88 Wood Street
London EC2V 7RS
United Kingdom
Tel: +44 (0) 20 7826 8200
Email: cmo@sovacapital.com
The Tender Agent
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Attention: Arlind Bytyqi
Telephone: +44 (0) 20 7704 0880
Email: mkb@lucid-is.com