NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN, OR IN ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW 

This announcement and the information contained herein are not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia or Japan, or in any other jurisdiction in which such publication or distribution would be prohibited by applicable law. 

The information contained in this announcement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of any securities of PAO “Sovcomflot” (the “Company” and, together with its subsidiaries, the "Group", “Sovcomflot” or “SCF) in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction. 

27 April 2021 Media Release

SCF Group completes USD 430 million

7-year unsecured Eurobond issue 

27 April 2021, Moscow, Russia. PAO Sovcomflot (SCF Group, the Company; MOEX: FLOT), a global leader in maritime energy transportation services, has successfully completed a USD 430 million 7-year unsecured Reg S/144A Eurobond issue with a coupon of 3.85% (the “Notes” and the “Issuance”, respectively). 

SCF has utilized the offer proceeds to fund a concurrent capped tender offer for the Company’s outstanding Eurobonds maturing in 2023. The deal is debt neutral for SCF Group, whilst allowing it to smooth out and extend its debt repayment profile. 

The issue followed an upgrade of Sovcomflot’s credit ratings, on 12 April 2021, to investment grade level by Fitch (BBB-/stable) and by Standard & Poor’s (BBB-/stable) - http://www.sovcomflot.ru/en/investors/securities/creditratings/ 

Nikolay Kolesnikov, Executive Vice President & Chief Financial Officer of PAO Sovcomflot, said:  

“The new unsecured Eurobond issue demonstrates Sovcomflot’s ability to access debt capital markets despite market turbulence. Thanks to solid demand from Russian and international investors, we have managed to fix the coupon on the new bond at a historically low level for SCF’s unsecured debt. This is the second in a row of capital markets transactions accomplished by Sovcomflot, within the past seven months, following the IPO of Sovcomflot’s shares on the Moscow Exchange in October 2020.  

“The success of this transaction proves that investors place a great deal of confidence in the Company, and its strategy aimed at further strengthening its leadership positions in the global hydrocarbons transportation industry. SCF’s solid financial standing is underpinned by good cash-flow visibility, with over half of revenues coming from long-term fixed-rate contracts. This has been also recognised by the rating agencies Fitch and Standard & Poor’s, with their upgrades to an investment grade level credit rating, serving as testament to their support of the Group’s industrial business model and prudent financial policy. The bond refinancing deal allowed us to optimize the Group’s debt repayment profile and to reduce debt service costs going forward.” 

SCF Press Office 

PAO Sovcomflot (MOEX:FLOT) is one of the world's leading energy shipping companies, specialising in the transportation of crude oil, petroleum products, and liquefied gas, as well as the servicing of offshore oil and gas production. As of the date of this release, the Group’s fleet comprises 145 vessels with a total deadweight of 12.7 million tonnes, including vessels owned through joint ventures. More than 80 vessels have an ice class. 

SCF is involved in servicing large oil and gas projects in Russia and around the world: Sakhalin-1; Sakhalin-2; Varandey; Prirazlomnoye; Novy Port; Yamal LNG, and Tangguh (Indonesia). The Group is headquartered in St. Petersburg, with offices in Moscow, Novorossiysk, Murmansk, Vladivostok, Yuzhno-Sakhalinsk, London, Limassol, and Dubai. 

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The contents of this announcement have been prepared by and are the sole responsibility of the Company. 

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. 

This announcement may include statements that are, or may be deemed to be, “forward-looking statements”. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “plans”, “projects”, “anticipates”, “expects”, “intends”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that the predictions, forecasts, projections, guidance and other forward-looking statements will not be achieved. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. 

Subject to their legal and regulatory obligations, neither Alfa Capital Markets Ltd, AO “ALFA-BANK”, Citigroup Global Markets Limited, ING Bank N.V., J.P. Morgan Securities plc, Sberbank CIB (UK) Limited, Société Générale, UniCredit Bank AG, VTB Capital plc, Public Joint-Stock Company “Sovcombank” (together, the “Managers”), the Company, nor any of their respective agents, employees or advisors intend or have any duty or obligation to supplement, amend, update or revise any of the forward-looking statements contained in this document to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based. 

In no circumstances shall the provision of this document imply that no negative change may occur in the business of the Company after the date of provision of this document, or any date of amendment and/or addition thereto.  

The information contained in this announcement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction.  

This announcement is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada or Japan. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. 

This announcement does not constitute an offer of securities to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the Notes.This announcement is only addressed to and directed at persons in member states of the European Economic Area (“EEA”) and the United Kingdom (each a “Relevant State”) who are “qualified investors” (i) within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (Regulation (EU) 2017/1129 as amended or superseded (the “Prospectus Regulation”)) in the case of the EEA and (ii) in the case of the United Kingdom, within the meaning of the Prospectus Regulation as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (together, “Qualified Investors”). In addition, in the United Kingdom, this announcement is being distributed only to, and is directed only at, Qualified Investors who are persons (i) having professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) (ii) falling within Article 49(2)(a) to (d) of the Order, or (iii) to whom it may otherwise lawfully be communicated (all such persons who are also Qualified Investors being referred to as “Relevant Persons”). This announcement and information contained herein must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons and Qualified Investors, and (ii) in any other Relevant State, by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates is available only to or will be engaged in only with, (i) Relevant Persons in the United Kingdom, and (ii) Qualified Investors in any other Relevant State 

Investors should not subscribe for or purchase any Notes referred to in this announcement except on the basis of information in the final prospectus in respect of the Notes dated April 23, 2021 (the “Final Prospectus)”.  

The information contained in this announcement does not constitute or form part of any offer for sale or subscription of or solicitation of any offer to buy or subscribe for any securities in the United States, nor shall it or any part of it form the basis of or be relied on in connection with any contract or commitment whatsoever. Under the U.S. Securities Act of 1933, as amended, securities may not be offered or sold in the United States absent registration or an exemption from registration. SCF does not intend to register any portion of the Issuance in the United States, Australia, Canada or Japan or to conduct a public offering of the Notes in the United States, Australia, Canada or Japan. Subject to certain exceptions, the Notes referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan.  

The Managersare acting exclusively for the Company and no-one else in connection with the Issuance. They will not regard any other person as their respective clients in relation to the Issuance and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Issuance, the contents of this announcement or any transaction, arrangement or other matter referred to herein. 

Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorized person specializing in advising on such investments. This announcement does not constitute a recommendation concerning the Issuance. The value of notes can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Issuance for the person concerned.  

In connection with the Issuance, any of the Managers or any of their respective affiliates, may take up a portion of the Notes in the Issuance as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such Notes and other securities of the Company or related investments in connection with the Issuance or otherwise. Accordingly, any references in the Final Prospectus to the Notes being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any offering or placement of securities to any of the Managersand any of their respective affiliates acting in such capacity. In addition, any of the Managers and any of their respective affiliates may enter into financing arrangements (including swaps, warrants or contracts for differences) with investors, in connection with which any of the Managersand any of their respective affiliates may from time to time acquire, hold or dispose of Notes. The Managersdo not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so. 

None of the Managersor any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.