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 |
|
Outstanding Principal Amount following the Settlement of the Invitation(2) |
|
U.S.$500,000,000 5.875% |
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% |
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% |
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% |
XS1951067039 / 195106703 |
€400,000,000 |
€860.00 per |
€32,772,000(3) |
N/A |
€367,228,000 |
|
U.S.$600,000,000 4.700% |
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