PAO Sovcomflot (MOEX:FLOT) announces the placement of an additional issue of Russian bonds to replace the Eurobonds issued by SCF Capital Designated Activity Company, Ireland, maturing on 26 April 2028 (ISIN: XS2325559396) ("Eurobonds 2028"), which were not previously exchanged under the main replacement issue in October 2022.
The terms of the replacement bonds are similar to the existing Eurobonds 2028 in terms of the amount and timing of the coupon payment, maturity date and par value. Payments under the replacement bonds will be made in Russian roubles at the Bank of Russia's exchange rate on the date of the relevant payment. Both issues of replacement bonds comply the Executive Order of the President of the Russian Federation No. 430 of 5 July 2022 ‘On repatriation by residents participating in foreign economic activity of foreign currency and Russian Federation currency.’
PAO Sovcomflot informs holders of Eurobonds 2028 whose rights to them are accounted for with Russian depositories of the opportunity to participate in the placement of an additional issue of replacement bonds. To do so, holders (or their brokers) should send an offer for the physical delivery of Eurobonds to PAO Sovcomflot.
The term for accepting offers from holders of Eurobonds 2028 for the replacement bonds series ZO-2028 is from 11:00 Moscow time on 11 April 2023 to 18:00 Moscow time on 19 April 2023.
The document containing the terms and conditions of the placement of the securities, as well as detailed exchange instructions, forms of offer and invitation to make offers are posted on PAO Sovcomflot’s website as appendices to this media release.
Sovcomflot requests all interested parties to promptly declare their intention to participate in the exchange by contacting their broker to confirm the possibility of participating in the exchange by sending an offer and delivery of Eurobonds in favour of PAO Sovcomflot.
For questions related to the exchange for replacement bonds, please contact your external legal advisor, Dénuo, at scf-bonds@lsi-lawyers.com, specifying in the letter the number of Eurobonds held, the place of keeping them (National Settlement Depository or other depository) and the residency status of the ultimate holder.
Answers to frequently asked questions:
Question 1. Is early redemption of Eurobonds 2023 planned for April 2023?
Answer 1. No, an early redemption on 24 April 2023 will only be performed in relation to the issue of replacement bonds series ZO-2023. Eurobonds 2023 are not scheduled for redemption in April 2023 and will be redeemed in accordance with the current documentation and applicable Russian and foreign laws, including applicable sanctions restrictions.
Question 2. Are there any plans to make payments on Eurobonds where the rights to such bonds are accounted for not in the Russian infrastructure?
Answer 2. The Sovcomflot Group has the necessary financial resources to make all payments due to holders on both issues of Eurobonds. However, due to the sanctions imposed, neither the payment agent nor the international clearing systems are ready to accept funds from the Sovcomflot Group for distribution to holders of the Eurobonds. However, the Sovcomflot Group continues to work with Irish and UK regulators in order to obtain the approvals/confirmation required to make payments on Eurobonds where the rights to such bonds are accounted for not in the Russian infrastructure. The company will keep holders and other interested parties informed of the status of the work on the resumption of payments.
Appendices: