NOTICE OF CONSENT SOLICITATION OF CBOM-27 USD, CBOM-7.625%, CBOM-8.875% AND RESPECTIVE ADJOURNED MEETING
24.01.2024
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF HOLDERS. IF HOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD IMMEDIATELY CONSULT THEIR OWN INDEPENDENT PROFESSIONAL ADVISERS.
THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE NOTES. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUIRED TO EXPEDITE TRANSMISSION HEREOF TO BENEFICIAL OWNERS OF THE NOTES IN A TIMELY MANNER. IF HOLDERS OR BENEFICIAL OWNERS OF THE NOTES ARE IN ANY DOUBT AS TO THE MATTERS REFERRED TO IN THIS NOTICE, THEY SHOULD CONSULT THEIR STOCKBROKER, LAWYER, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER WITHOUT DELAY.
24 January 2024
CREDIT BANK OF MOSCOW (public joint-stock company)
("MKB" or the "Bank")
NOTICE OF CONSENT SOLICITATION AND RESPECTIVE ADJOURNED MEETING
On 28 December 2023, MKB announced the solicitation of consents (the "Consent Solicitation") of the holders (the "Noteholders") of the following outstanding notes (the "Notes") issued by, but with limited recourse to, CBOM Finance p.l.c. (the "Issuer") for the sole purpose of financing the corresponding subordinated loans to the Bank:
|
No. |
Title of Security |
ISIN |
Aggregate Principal Amount |
|
1. |
U.S.$350,000,000 7.625 per cent. Perpetual Callable Loan Participation Notes (the "CBOM-7.625% Perpetual Notes") |
XS2392969395 (Reg S) US12504PAK66 (Rule 144A) |
U.S.$ 350,000,000
|
|
2. |
U.S.$700,000,000 8.875 per cent. Perpetual Callable Loan Participation Notes (the CBOM-8,875% Perpetual Notes") |
XS1601094755 (Reg S) US12504PAE07 (Rule 144A) |
U.S.$ 540,000,000
|
|
3. |
U.S.$600,000,000 7.50 per cent. Loan Participation Notes due 2027 (the "CBOM-27 USD Notes") |
XS1589106910 (Reg S) US12504PAD24 (Rule 144A) |
U.S.$ 440,000,000 |
The Bank is soliciting consents of the Noteholders to consider and, if thought fit, pass an extraordinary resolution under each of the CBOM-7.625% Perpetual Notes, the CBOM-8.875% Perpetual Notes and the CBOM-27 USD Notes (jointly referred to as the "Extraordinary Resolutions") in accordance with the provisions of Schedule 5 (Provisions for Meetings of The Noteholders) of the respective trust deed under such Notes (a "Trust Deed") in each case in order to approve the proposals (the "Proposals") set out in such Extraordinary Resolution, as more particularly described in the consent solicitation memorandum dated 28 December 2023 which relates to the CBOM-7.625% Perpetual Notes, the CBOM-8.875% Perpetual Notes or the CBOM-27 USD Notes, as applicable (a "Consent Solicitation Memorandum").
With respect to each of the CBOM-7.625% Perpetual Notes, the CBOM-8,875% Perpetual Notes and the CBOM-27 USD Notes, the relevant Meeting to consider the relevant Extraordinary Resolution was held on 24 January 2024 (an "Original Meeting"). Each Original Meeting was not quorate and has therefore been adjourned as described below (such adjourned Meeting being an "Adjourned Meeting").
Terms defined in a Trust Deed or a Consent Solicitation Memorandum shall have the same meaning herein unless the context requires otherwise.
1. Background
(A) The extensive sanctions and other restrictive measures, including the full blocking sanctions, have been introduced by, amongst others, the U.S., the EU and the UK against Russia, the Bank and various Russian entities (such as the National Settlement Depositary). In addition, and as part of the measures to stabilise and support the Russian financial and currency markets, the Competent Russian Authorities have introduced a permit-based system in respect of payments from residents of the Russian Federation to payees in certain jurisdictions.
Accordingly, due to the Bank having become a Sanctions Restricted Person, the Bank may not be able to repay interest or principal to the Issuer under the Subordinated Loan and, consequently, the Issuer would not be able to make an onward payment under the Notes in accordance with the original terms of the Notes. In addition, by the Principal Paying Agent will most likely be blocked, delayed or frozen for an uncertain period of time and, consequently, those funds will not be distributed among the Noteholders.
(B) The Bank assures that:
(a) notwithstanding the significant costs and expenses it bears in this regard and practical obstacles and difficulties for making payments abroad, it is currently exploring all legal means how to ensure the realisation of equal rights among all Noteholders (both residents and non-residents); and
(b) it has sufficient financial resources and will duly perform its payment obligations in relation to the Notes subject to all applicable laws and receipt of all required approvals.
(C) In light of the above, the Bank is seeking the Noteholders' approval of each of the Proposals, as set out in more detail the respective Consent Solicitation Memorandum. The Bank believes that if the Proposals are not approved by the Extraordinary Resolutions, then (i) the ongoing interruptions relating to the clearing and settlement infrastructure may continue to restrict payments under the Notes which is likely to prejudice the rights of the Noteholders; and (ii) the Noteholders will not have a trustee which is fully functioning and which could continue to protect the rights and interest of the Noteholders under the Notes in full.
(D) The Bank has obtained the prior written consent of the CBR to the amendments to the Subordinated Loan Agreement contemplated by the Subordinated Loan Agreement Amendment Agreement.
2. General
Electronic copies of the relevant Consent Solicitation Memorandum and a Voting Instruction can be obtained via application to Limited liability company "Legal Capital Investor Services" acting as information and tabulation agent (the "Information and Tabulation Agent") at mkb@lcpis.ru. A person requesting a copy of the respective Consent Solicitation Memorandum shall make a representation to the Information and Tabulation Agent that it is a Noteholder under the CBOM-7.625% Perpetual Notes, the CBOM-8.875% Perpetual Notes and the CBOM-27 USD Notes, as applicable, or is acting in the interests of such a Noteholder.
To participate in the Consent Solicitation with respect to the CBOM-7.625% Perpetual Notes, the CBOM-8.875% Perpetual Notes and the CBOM-27 USD Notes, as applicable, and consent to the respective Proposals, a Noteholder should deliver, or procure delivery on its behalf, a valid Voting Instruction voting in favour of, or against, the Proposals, to the Information and Tabulation Agent via e-mail at mkb@lcpis.ru by no later than 3:00 p.m. (London time)) on 22 January 2024.
Only Noteholders who hold the Notes as of 15 January 2024 (the "Record Date") may submit a Voting Instruction. In order to submit completed Voting Instructions, Noteholders are required to provide to the Information and Tabulation Agent by e-mail at mkb@lcpis.ru Proof of Holding as of the Record Date. Acceptable forms of Proof of Holding are set out in the respective Consent Solicitation Memorandum.
A duly executed Voting Instruction shall bind the Noteholder executing the Voting Instruction, and any subsequent registered holder or transferee of the Notes to which such Voting Instruction relates. The Voting Instructions submitted by the Noteholders shall remain in full force notwithstanding the Original Meeting's adjournment and be taken into account at determining the voting results at the respective Adjourned Meeting. Voting Instructions are irrevocable and may not be withdrawn, except in certain limited circumstances where the Bank determines that withdrawal is permitted by applicable law.
The submission by a Noteholder of a Voting Instruction will automatically appoint two (2) employees of the Information and Tabulation Agent each as its proxy to attend each Adjourned Meeting and to vote in respect of the relevant Extraordinary Resolution in respect of the Notes in the manner specified in such Voting Instruction.
The Bank reserves the right, in their sole and absolute discretion, to waive any defects, irregularities or delays in connection with deliveries of Voting Instructions.
3. Indicative timeline
The following table sets out the expected dates and times of the key events relating to the Consent Solicitation under each of the CBOM-7.625% Perpetual Notes, the CBOM-8.875% Perpetual Notes and the CBOM-27 USD Notes.
The times and dates below are indicative only and are subject to change, including as a result of market
conditions.
|
Event |
Time and Date |
||
|
CBOM-7.625% Perpetual Notes |
CBOM-8.875% Perpetual Notes |
CBOM-27 USD Notes |
|
|
Commencement of the Consent Solicitation This Notice is published and the Consent Solicitation is announced. The relevant Consent Solicitation Memorandum is available upon request from the Information and Tabulation Agent. |
28 December 2023 |
28 December 2023 |
28 December 2023 |
|
Record Date The date as of which the Noteholders eligible to submit Voting Instructions are determined. |
15 January 2024 |
15 January 2024 |
15 January 2024 |
|
Voting Deadline for the Original Meeting The final deadline for the submission of Voting Instructions for the Original Meeting |
22 January 2024 (3:00 p.m. (London time)) |
22 January 2024 (3:00 p.m. (London time)) |
22 January 2024 (3:00 p.m. (London time)) |
|
Original Meeting Original Meeting will be held in accordance with the provisions of Schedule 5 (Provisions for Meetings of The Noteholders) of the applicable Trust Deed as further described in the relevant Consent Solicitation Memorandum. |
24 January 2024 (3:00 p.m. (London time)) |
24 January 2024 (3:30 p.m. (London time)) |
24 January 2024 (4:00 p.m. (London time)) |
|
Announcement of Results
The results of the Original Meeting are announced |
24 January 2024 |
24 January 2024 |
24 January 2024 |
|
Voting Deadline for the Adjourned Meeting The final deadline for the submission of Voting Instructions for the Adjourned Meeting. The Consent Solicitation will be terminated on the Voting Deadline for the Adjourned Meeting (subject to the right of the Bank to extend, re-open, amend and/or terminate the Consent Solicitation, subject to applicable laws and the provisions of the applicable Trust Deed). |
6 February 2024 (3:00 p.m. (London time)) |
6 February 2024 (3:00 p.m. (London time)) |
1 March 2024 |
|
Adjourned Meeting Adjourned Meeting will be held in accordance with |
8 February 2024 (3:00 p.m. (London time)) |
8 February 2024 (3:30 p.m. (London time)) |
5 March 2024 |
|
Announcement of Results
The results of the Adjourned Meeting are announced. |
8 February 2024 |
8 February 2024 |
5 March 2024 |
The Bank may, subject to applicable laws and the provisions of the applicable Trust Deed, in its sole and absolute discretion, at any time:
(a) extend the Voting Deadline or re-open the Consent Solicitation with respect to any of the CBOM-7.625% Perpetual Notes, the CBOM-8.875% Perpetual Notes and/or the CBOM-27 USD Notes (in which case all references in the table above to "Voting Deadline" with respect to such Notes shall be to the latest time and date to which the Voting Deadline with respect to such Notes has been so extended or the Consent Solicitation with respect to such Notes re-opened);
(b) otherwise extend, re-open and/or amend the Consent Solicitation with respect to any of the CBOM-7.625% Perpetual Notes, the CBOM-8.875% Perpetual Notes and/or the CBOM-27 USD Notes in any respect (including, but not limited to, any increase, decrease, extension, re-opening and/or amendment, in relation to the Voting Deadline with respect to such Notes and/or the Adjourned Meeting); or
(c) terminate the Consent Solicitation with respect to any of the CBOM-7.625% Perpetual Notes, the CBOM-8.875% Perpetual Notes and/or the CBOM-27 USD Notes, including with respect to the relevant Voting Instructions delivered before the time of such termination.
The Bank will make an announcement in respect of any such extension, re-opening, amendment and/or termination as soon as reasonably practicable after the relevant decision is made.
4. Requirements to participate in Adjourned Meeting
In accordance with Schedule 5 (Provisions for Meetings of The Noteholders) of the applicable Trust Deed and Condition 10 (A) (Meeting of Noteholders) set out in that Trust Deed, each Extraordinary Resolution shall be passed at a meeting of the respective Noteholders duly convened and held in accordance with that Trust Deed.
Each Adjourned Meeting of the respective Noteholders will be held via a video conference with access details to be provided by the Information and Tabulation Agent following its satisfaction of the identity of the Noteholders as to their status as the holders of the relevant Notes.
Each Extraordinary Resolution contains certain Reserved Matters.
Accordingly, at each Adjourned Meeting the quorum shall be at least two persons present in person being the respective Noteholders and/or being their proxies or representatives and holding or representing not less than one-quarter of the aggregate principal amount of the respective Notes for the time being outstanding.
Each Extraordinary Resolution must be passed by the affirmative vote of respective Noteholders represented by employees of the Information and Tabulation Agent acting as proxies of such Noteholders owning in aggregate not less than three quarters of the aggregate principal amount of the relevant Notes owned by the respective Noteholders who are so present or represented at the respective Adjourned Meeting.
If duly passed at an Adjourned Meeting duly convened and held in accordance with the applicable Trust Deed, the relevant Extraordinary Resolution shall be binding on all the Noteholders, whether or not present or represented at such Adjourned Meeting and each of such Noteholders shall be bound to give effect to it accordingly. The passing of such Extraordinary Resolution shall be conclusive evidence that the circumstances justify it being passed. The Issuer shall give notice of the passing of the respective Extraordinary Resolution to the relevant Noteholders by publication, inter alia, on www.e-disclosure.ru and through a press release on the Bank's website, but failure to do so shall not invalidate such Extraordinary Resolution.
5. Disclaimers
None of the Bank, the Issuer, the New Trustee, the Trustee, the Information and Tabulation Agent, and any director, officer, employee, agent or affiliate of any such person, is acting for any Noteholder, or will be responsible to any Noteholder for providing any protections which would be afforded to its clients or for providing advice in relation to the Consent Solicitation, and accordingly none of the Bank, the Issuer, the New Trustee, the Trustee, the Information and Tabulation Agent and their respective directors, officers, employees, affiliates, advisers or agents makes any recommendation as to whether Noteholders should consent to the Proposals, or refrain from taking any action in the Consent Solicitation with respect to their Notes, and none of them has authorised any person to make such recommendation. The Information and Tabulation Agent is the agent of the Bank and owes no duty to any Noteholder, save where any of the employees of the Information and Tabulation Agent is duly appointed by a Noteholder as proxy, in which case, in his/her capacity as proxy, such employee does not act as agent of the Bank. For the avoidance of doubt, neither the Trustee nor the Issuer has not reviewed or approved, nor will it review or approve, any documents relating to the Proposals.
This notice is for informational purposes only. Each of the Extraordinary Resolution is sought only in such jurisdictions as is permitted under applicable law.
The Noteholders should thoroughly consider the "Risk Factors and Other Considerations" section in the applicable Consent Solicitation Memorandum.
6. Contact details
Questions and requests on the procedural matters of the Consent Solicitation, including the delivery of a Voting Instruction, should be directed to the Information and Tabulation Agent and questions and requests related to the background of the Consent Solicitation and the nature of the Proposals may be directed to the Bank.
Limited liability company "Legal Capital Investor Services"
Address: Krivokolenny lane, 10 bldg. 6, 101000, Moscow, Russia
Email: mkb@lcpis.ru
Phone: + 7 495 122 05 17
Website: www.lcpis.ru
CREDIT BANK OF MOSCOW (public joint-stock company)
Address: 22/1 1st Krasnogvardeiskiy proezd, Moscow, Russian Federation
Email: capital_markets@mkb.ru
Phone: +7 495 797-42-22 ext. 3951
Website: http://ir.mkb.ru/