PAO Sovcomflot (MOEX:FLOT) announces the extension, until 22 May 2023, of the placement period for the additional issue of replacement bonds, i.e., Russian bonds which will replace the Eurobonds issued by SCF Capital Designated Activity Company, Ireland, maturing on 26 April 2028 (ISIN: XS2325559396) ("Eurobonds 2028").
The main way in which the bondholder (or its broker) can take part in the additional exchange is by making an offer to physically deliver Eurobonds to PAO Sovcomflot. Investors whose offers were accepted before 20 April 2023 and whose Eurobonds were physically delivered to PAO Sovcomflot have received replacement bonds, Series ZO-2028, on or before 25 April 2023. The remaining bondholders may submit such offers no later than 22 May 2023.
Sovcomflot requests all holders of Eurobonds 2028 wishing to take part in the exchange to promptly contact their brokers to confirm that such exchange is possible.
The terms of the replacement bonds will be similar to those of the existing Eurobonds 2028 as regards the amount and timing of the coupon payments, maturity date and par value. Payments under all replacement bonds will be made in Russian roubles at the Bank of Russia exchange rate as at the date of the relevant payment.
Coupon payment to holders of replacement bonds, Series ZO-2028
On 26 April 2023, a coupon was paid to the holders of replacement bonds, Series ZO-2028, of record at the close of business on 25 April 2023. Holders of Eurobonds 2028 safekept in Russian securities depositories who do not take part in the replacement will receive the coupon payable on 26 April 2023 directly through the Russian market infrastructures in accordance with the Executive Order of the President of the Russian Federation No. 430 of 5 July 2022.
Eurobonds 2028 with records maintained by foreign market infrastructures
SCF Group has the necessary financial resources needed to make all payments under the Eurobonds 2028 due to the bondholders. However, because of sanctions restrictions, the paying agent and international CSDs refuse to accept from SCF Group any cash to be further distributed to bondholders. SCF Group is actively liaising with Irish and UK regulators and the paying agent to obtain clearance/confirmations needed to make payments under the Eurobonds 2028 with records maintained by the foreign market infrastructures. The Company will keep the bondholders and other stakeholders updated on the status of work to resume the payments.
Repayment of Eurobonds 2023
On 24 April 2023, the bond issue, Series ZO-2023, replacing the Eurobonds of SCF Capital Designated Activity Company, Ireland, maturing on 16 June 2023 (ISIN: XS1433454243) ("Eurobonds 2023") was repaid in full prior to maturity. The Eurobonds 2023 which did not take part in the replacement will be repaid in accordance with the existing documents of Eurobonds 2023 and under applicable Russian and foreign laws, subject to the existing sanctions restrictions. Similar to Eurobonds 2028, the paying agent and international CSDs refuse to accept from SCF Group any cash to be distributed to bondholders. The Sovcomflot Group is liaising with the regulators and the paying agent to resolve the situation and will keep the bondholders updated on the status of such work.
For all questions relating to the exchange for replacement bonds, please contact your external legal advisor, Dénuo, at scf-bonds@lsi-lawyers.com; in your letter please specify the quantity of Eurobonds held, place of safekeeping (National Settlement Depository or any other securities depository) and the ultimate beneficial owner's residency status.
Appendices: