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CBOM FINANCE P.L.C. ANNOUNCES RESULTS OF INVITATION FOR OFFERS TO SELL FOR CASH THE THE 2021 NOTES, 2023 NOTES, 2024 USD NOTES, 2024 EUR NOTES AND 2025 NOTES

27.03.2020

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) OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

On 20 March 2020, 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.$500,000,000 5.875 per cent. Loan Participation Notes due 2021, of which U.S.$375,000,000 remain outstanding (Regulation S Common Code: 151053467, Regulation S ISIN: XS1510534677) (the “2021 Notes”), the U.S.$500,000,000 5.550 per cent. Loan Participation Notes due 2023, of which U.S.$375,000,000 remain outstanding (Regulation S Common Code: 175980172, Regulation S ISIN: XS1759801720) (the “2023 Notes”), the U.S.$500,000,000 7.121 per cent. Loan Participation Notes due 2024, of which U.S.$350,000,000 remain outstanding (Regulation S Common Code: 196455833, Regulation S ISIN: XS1964558339) (the “2024 USD Notes”), the €500,000,000 5.150 per cent. Loan Participation Notes due 2024, of which €400,000,000 remain outstanding (Regulation S Common Code: 195106703, Regulation S ISIN: XS1951067039) (the “2024 Euro Notes”) and the U.S.$600,000,000 4.700 per cent. Loan Participation Notes due 2025, of which U.S.$600,000,000 remain outstanding (Regulation S Common Code: 209976307, Regulation S ISIN: XS2099763075) (the “2025 Notes”, and together with the 2021 Notes, the 2023 Notes and the 2024 USD Notes, the “USD Notes”) (the USD Notes together with the 2024 Euro Notes – the “Notes”) to tender for purchase for cash the Notes, up to a maximum aggregate principal amount of U.S.$200,000,000 (the “Maximum Invitation Amount”) across all 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 20 March 2020 (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 26 March 2020. As at the Expiration Time, the aggregate principal amounts of the Notes validly tendered and not validly withdrawn are equal to:

  • 2021 Notes – U.S.$26,921,000;
  • 2023 Notes – U.S.$23,766,000;
  • 2024 USD Notes – U.S.$17,830,000;
  • 2024 Euro Notes – €71,767,000; and
  • 2025 Notes – U.S.$50,450,000.

    The total aggregate principal amount of the Notes validly tendered and not validly withdrawn across all Series of Notes is (i) U.S.$118,967,000 across the USD Notes and (ii) €71,767,000 across the 2024 Euro Notes. The total aggregate principal amount of the Notes accepted for purchase across all Series of Notes is (i) U.S.$52,178,000 across the USD Notes and (ii) €32,772,000 across the 2024 Euro Notes. The relevant Purchase Price for each Series of Notes is set out in the table below.

Description of the Notes




 

Regulation S ISIN/Common Code

Outstanding Principal Amount on Launch of the Invitation(1)

Purchase Price

Aggregate Principal Amount of Notes Accepted for Purchase







Pro-ration Factor

Outstanding Principal Amount following the Settlement of the Invitation(2)

 

U.S.$500,000,000 5.875%
Loan Participation
Notes due 2021

XS1510534677 / 151053467

U.S.$375,000,000

U.S.$911.25 per U.S.$1,000

principal amount

U.S.$8,818,000

N/A

U.S.$366,182,000

 

U.S.$500,000,000 5.550%
Loan Participation
Notes due 2023

XS1759801720 / 175980172

U.S.$375,000,000

U.S.$840.00 per U.S.$1,000 principal amount

U.S.$11,630,000

N/A

U.S.$363,370,000

U.S.$500,000,000 7.121%
Loan Participation
Notes due 2024

XS1964558339 / 196455833

U.S.$350,000,000

U.S.$831.25 per U.S.$1,000 principal amount

U.S.$12,730,000

N/A

U.S.$337,270,000

€500,000,000 5.150%
Loan Participation
Notes due 2024

XS1951067039 / 195106703

€400,000,000

€860.00 per
 €1,000 principal amount

€32,772,000(3)

N/A

€367,228,000

U.S.$600,000,000 4.700%
Loan Participation
Notes due 2025

XS2099763075 / 209976307

U.S.$600,000,000

U.S.$800.00 per U.S.$1,000 principal amount

U.S.$19,000,000

N/A

U.S.$581,000,000

___________________

(1) Following the cancellation of U.S.$125,000,000 of the 2021 Notes, U.S.$125,000,000 of the 2023 Notes, U.S$150,000,000 of the 2024 USD Notes and €100,000,000 of the 2024 Euro Notes, as announced by CBOM on 19 March 2020. The Outstanding Principal Amount includes U.S.$16,762,000, U.S.$16,105,000, U.S.$890,000 and €22,880,000 of the Outstanding Principal Amount of the 2021 Notes, the 2023 Notes, the 2024 USD Notes and the 2024 Euro Notes, respectively, held by or on behalf of CBM, which CBM intends to hold for its own account and may sell or cancel them in the future.

(2) The Notes accepted for purchase pursuant to the Invitation will be cancelled with effect from the Settlement Date, and upon such cancellation the corresponding portions of the principal amount of the loans to CBM (together with accrued interest) shall be deemed to have been repaid by CBM.

(3) The aggregate principal amount of the 2024 Euro Notes accepted for purchase was calculated against the Maximum Invitation Amount based on the Applicable Exchange Rate of U.S.$1.0975 per €1.00, which is the rate as at 2:00 p.m., London time, on the day of the Expiration Time, as reported on Bloomberg screen page “FXIP” under the heading “FX Rate vs. USD”.

Settlement

The Settlement Date is expected to be on or about 31 March 2020.

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 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

One Bank Street

Canary Wharf

London E14 4SG

United Kingdom

For information by telephone:

London: +44 (0) 20 7676 7951

Email: liability.management@sgcib.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