CBOM FINANCE P.L.C. INVITES HOLDERS TO SUBMIT TENDERS TO SELL TO CBOM FOR CASH THE 2021 NOTES AND THE 2023 NOTES
02.06.2020
CBOM FINANCE P.L.C. INVITES HOLDERS TO SUBMIT TENDERS TO SELL TO CBOM FOR CASH THE U.S.$500,000,000 5.875 PER CENT. LOAN PARTICIPATION NOTES DUE 2021 AND U.S.$500,000,000 5.550 PER CENT. LOAN PARTICIPATION NOTES DUE 2023
CBOM Finance p.l.c. (“CBOM”) at the request of CREDIT BANK OF MOSCOW (public joint-stock company) (“CBM”) has today invited holders (the “Noteholders”) (the “Offers”) of the U.S.$500,000,000 5.875 per cent. Loan Participation Notes due 2021, of which U.S.$366,182,000 remain outstanding (Regulation S ISIN: XS1510534677; Rule 144A ISIN: US12504PAC41) (the “2021 Notes”) and the U.S.$500,000,000 5.550 per cent. Loan Participation Notes due 2023, of which U.S.$363,370,000 remain outstanding (Regulation S ISIN: XS1759801720; Rule 144A ISIN: US12504PAF71) (the “2023 Notes”, and together with the 2021 Notes, the “Notes”, and in respect of the Rule 144A Notes of each series, the “Rule 144A Notes”, and in respect of the Regulation S Notes of each Series, the “Regulation S Notes”) to submit tenders to sell to CBOM for cash the Notes subject to the offer and distribution restrictions below, and upon the terms and subject to the conditions set forth in an offer to purchase dated 2 June 2020 (as it may be amended or supplemented from time to time, the “Offer to Purchase”).
CBOM proposes to accept for purchase any and all Notes of each series (each, a “Series”) validly tendered by Noteholders, on the terms and subject to the conditions contained in the Offer to Purchase. CBOM reserves the right, in its sole and absolute discretion, not to accept any tender or to purchase Notes or to modify in any manner any of the terms and conditions of the Offers subject to applicable law, including Rule 14e-1 of Regulation 14E under the United States Securities and Exchange Act of 1934.
The Purchase Price payable for each Series of the Notes accepted for purchase pursuant to the tenders will be payable in cash on the Settlement Date. In addition, Noteholders who tender Notes that are accepted for purchase by CBOM pursuant to the Offers will receive a cash payment representing the accrued and unpaid interest on the relevant Notes from, and including, the immediately preceding interest payment date applicable to such Notes to, but excluding, the Settlement Date.
If Noteholders wish to participate in the Offers and if time will not permit such Noteholders to comply with the procedures of the relevant Clearing System to submit a tender of Notes before the Expiration Time, Noteholders may nevertheless tender Notes via guaranteed delivery procedures, provided that Noteholders satisfy all of the relevant conditions set out in the Offer to Purchase.
Capitalised terms used in this announcement but not otherwise defined have the meanings given to them in the Offer to Purchase. The Offer to Purchase is available, subject to the offer and distribution restrictions, at http://www.lucid-is.com/cbom.
Summary of the Offers
|
Description of the Notes |
ISIN/ Common Code / CUSIP (Rule 144A Notes) |
Outstanding Principal Amount(1) |
Minimum Denomination |
Purchase Price |
Amount subject to Offers |
|
U.S.$500,000,000 5.875% |
Regulation S Notes: XS1510534677 \151053467; Rule 144A Notes: US12504PAC41/151053432 \12504P AC4 |
U.S.$366,182,000 |
U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof |
U.S.$1,032.50 per U.S.$1,000 principal amount |
Any and all |
|
U.S.$500,000,000 5.550% |
Regulation S Notes: XS1759801720 \1759801720 Rule 144A Notes: US12504PAF71/177220094 \12504P AF7 |
U.S.$363,370,000 |
U.S.$1,030.00 per U.S.$1,000 principal amount |
___________________
(1) The Outstanding Principal Amount includes U.S.$37,123,000 and U.S.$39,243,000 of the Outstanding Principal Amount of the 2021 Notes and the 2023 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. All Notes accepted for purchase under the Offer to Purchase will be cancelled, 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.
Rationale for the Offers
The Offers are being made by CBOM in order to take advantage of CBM’s liquidity position and manage CBM’s debt maturity profile, as well as to provide a degree of liquidity to Noteholders. All Notes accepted for purchase under the Offer to Purchase will be cancelled, 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.
Cash to be Received
If a Noteholder submits a valid tender (or tenders) pursuant to the Offers, and CBOM accepts such Noteholder’s tender (or tenders), CBOM will, subject to the conditions described in the Offer to Purchase, pay the respective Noteholder for each U.S.$1,000 principal amount of the 2021 Notes and the 2023 Notes (subject to the applicable Minimum Denomination (as defined in the Offer to Purchase):
- the applicable Purchase Price (as defined in the Offer to Purchase) in U.S. dollars; and
- an amount in cash in U.S. dollars equal to the relevant Accrued Interest (as defined in the Offer to Purchase).
Acceptance of Tenders
Following the Expiration Time, CBOM will announce whether it will accept any tenders of Notes, and, if so accepted, the aggregate principal amount of Notes of each Series to be accepted for purchase (which may be zero) and the aggregate principal amount of Notes of each Series remaining outstanding following completion of the Offers. CBOM will announce such information and the aggregate principal amount of the Notes of each Series to be repurchased on the Results Announcement Date. Holders of Notes of either Series whose tenders are accepted by CBOM will receive the applicable Purchase Price for the Notes, together with the relevant Accrued Interest. CBOM reserves the right, in its sole and absolute discretion not to purchase any Notes, subject to applicable law.
Conditions to the Offers
The completion of the Offers is subject to, among other things, the conditions to the Offers. See “The Offers—Conditions to the Offers” in the Offer to Purchase for more information. The Offers are not conditioned on any minimum amount of Notes being tendered or the consummation of other offers. Subject to applicable law, CBOM expressly reserves its right, in its sole discretion, to terminate the Offers at any time, with respect to any or all Series.
Withdrawal Rights
Notes tendered before the Expiration Time may be validly revoked at any time until the earlier of (i) the Expiration Time and (ii) if the relevant Offer is extended, the 10th Business Day after commencement of the relevant Offer. Notes subject to any Offer may also be validly revoked in the event the relevant Offer has not been consummated within 30 Business Days after commencement. If an Offer is terminated, the Notes tendered pursuant to the relevant Offer will be promptly returned to the tendering Noteholders. Withdrawal of tenders of Notes can be accomplished only in accordance with the procedures described in the Offer to Purchase.
Expected Timetable of Key Events
The times and dates below are indicative only.
|
Events |
|
Times and Dates |
|
Launch Date.................................................................................................... Commencement of the Offers and distribution of the Offer to Purchase. |
|
2 June 2020 |
|
Withdrawal Time........................................................................................... The deadline for Noteholders to validly withdraw Notes tendered before this date and time, unless otherwise extended as described in the Offer to Purchase. |
|
9 June 2020, 5:00pm New York City time |
|
Expiration Time............................................................................................. The Offers expire unless CBOM extends them or terminates them earlier in its sole and absolute discretion. The deadline for Noteholders to tender the Notes pursuant to the Offers (including for the Tender Agent to receive Notices of Guaranteed Delivery (as defined in the Offer to Purchase) under the guaranteed delivery procedures) in order to qualify for payment on the Settlement Date of the applicable Purchase Price, plus any Accrued Interest. |
|
9 June 2020, 5:00pm New York City time |
|
Results Announcement Date........................................................................ CBOM announces whether it will accept any tenders of Notes, and, if so accepted, the aggregate principal amount of Notes to be accepted for purchase (which may be zero) and the aggregate principal amount of Notes of each Series remaining outstanding following the completion of the Offers. |
|
Expected on the Business Day following the date of the Expiration Time, expected to occur on 10 June 2020 |
|
Guaranteed Delivery Time........................................................................... Deadline for Noteholders tendering Notes via Notice of Guaranteed Delivery to provide book-entry delivery of tendered Notes to the Tender Agent. |
|
11 June at 5:00pm New York City time, unless the Expiration Time is extended, in which case it will be the second Business Day after the extended Expiration Time. |
|
Settlement Date.............................................................................................. Payment of the relevant Purchase Price, plus any Accrued Interest, for all Notes accepted for purchase pursuant to the Offers (including for all Notes accepted for purchase that were tendered using the guaranteed delivery procedures). |
|
Promptly after the Expiration Time, and is expected to be on 12 June 2020, unless extended. |
The above times and dates are subject to the rights of CBOM, to extend, re-open, amend, waive in whole or in part any condition to, withdraw and/or terminate the Offers (subject to applicable law). All documentation relating to the Offers and any updates will be available via the offer website: http://www.lucid-is.com/cbom.
Noteholders are advised to check with any broker, dealer, bank, custodian, trust company or other nominee or other intermediary through which they hold Notes to confirm whether such intermediary requires that it receives instructions for such Noteholder to participate in the Offers before the deadlines specified above. The deadlines set by each Clearing for the submission of Notes subject to the Offers may be earlier than the relevant deadlines above.
For Further Information
A complete description of the terms and conditions of the Offers is set out in the Offer to Purchase. Further details about the Offers can be obtained from:
The Dealer Managers
Requests for information in relation to the Offers should be directed to:
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
Requests for information in relation to the procedures for tendering Notes and participating in the Offers and the submission of an electronic instruction or other submission should be directed to the Tender Agent.
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Attention: Thomas Choquet
Telephone: +44 (0) 20 7704 0880
Email: mkb@lucid-is.com
DISCLAIMER
This announcement must be read in conjunction with the Offer to Purchase. No offer or invitation to acquire or exchange any notes is being made pursuant to this announcement. This announcement and the Offer to Purchase contain important information, which must be read carefully before any decision is made with respect to the Offers. If any Noteholder is in any doubt as to the action it should take, it is recommended to seek its own legal, tax and financial advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the Offers. None of CBOM, CBM, the Dealer Managers, the Tender Agent, or any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation as to whether Noteholders should participate in the Offers.
United Kingdom
The communication of this announcement, the Offer to Purchase and any other documents or materials relating to the Offers are not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may be communicated to (1) those persons who are existing members or creditors of CBOM or other persons within Article 43 of the FSMA (Financial Promotion) Order 2005, as amended, and (2) to any other persons to whom these documents and/or materials may lawfully be communicated.
Italy
None of this announcement, the Offers, the Offer to Purchase or any other documents or materials relating to the Offers have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (“CONSOB”).
The Offers are being carried out in the Republic of Italy as exempted offers pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the “Financial Services Act”) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999.
Noteholders, or beneficial owners of the Notes, can tender some or all of their Notes pursuant to the Offers through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Offers.
France
The Offers are not being made, directly or indirectly, to the public in the Republic of France (“France”). Neither this announcement or the Offer to Purchase, nor any other documents or materials relating to the Offers have been or shall be distributed to the public in France and only qualified investors (investisseurs qualifies) within the meaning of Article 2(e) of the Regulation (EU) 2017/1129 are eligible to participate in the Offers. This announcement, the Offer to Purchase and any other document or material relating to the Offers have not been and will not be submitted for clearance to, nor approved by the Autorite des marches financiers.
Switzerland
The Offers do not constitute a public offering of securities pursuant to article 652a or article 1156 of the Swiss Federal Code of Obligations. The information presented in this announcement and the Offer to Purchase does not necessarily comply with the information standards set out in the SIX Swiss Exchange listing rules.
Russian Federation
Neither this announcement or the Offer to Purchase, nor any other documents or materials relating to the Offers have been, or will be, submitted to, or registered with, the Central Bank of Russia. The Offers may not be made in Russia to the public. Accordingly, the Offers may not be advertised and the Offers will not be extended, and neither this announcement or the Offer to Purchase, nor any other documents or materials relating to the Offers have been or will be distributed or made available, directly or indirectly, to any persons in Russia other than persons who are qualified investors within the meaning of Article 51.2 of the Federal Law No. 39-FZ “On the Securities Market” dated 22 April 1996, as amended, unless and to the extent they are otherwise permitted to access such information under Russian law.
Ireland
This announcement and the Offer to Purchase will only be distributed in Ireland in conformity with the provisions of the Companies Act 2014 (as amended), the Central Bank Acts 1942 – 2019 (as amended) and the European Union (Markets in Financial Instruments) Regulations 2017 or any applicable provisions of Irish law.
General
This announcement and the Offer to Purchase do not constitute an offer to buy or a solicitation of an offer to sell the Notes, and tenders will not be accepted from holders of Notes, in any jurisdiction in which such offer or solicitation is unlawful. In any jurisdiction in which the Offers are required to be made by a licensed broker or dealer and in which the Dealer Managers or any of its affiliates is so licensed, the Offers shall be deemed to be made by the Dealer Managers or such affiliates on behalf of CBOM.
In addition to the representations referred to above in respect of France, Ireland, Italy, the United Kingdom, Switzerland and the Russian Federation, each Noteholder participating in the Offers will also be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in “Procedures for Participating in the Offers” in the Offer to Purchase. Any tender of Notes for purchase pursuant to the Offers from a Noteholder that is unable to make these representations will not be accepted. Each of CBOM, CBM, the Dealer Managers and the Tender Agent reserves the right, in its sole and absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Offers, whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and as a result CBOM determines (for any reason) that such representation is not correct, such tender of Notes shall not be accepted.