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«NOTICE OF CONSENT SOLICITATION AND TENDER OFFER AND RESPECTIVE ADJOURNED MEETING»
2.1 A brief description of an event (action), the occurrence (performance) of which, in the issuer's opinion, affects the value
or quotations of its securities: disclosure of information sent (submitted) by the issuer to the body (organization) regulating
the foreign securities market, foreign trade organizer and (or) other organizations in accordance with foreign law for the
purposes of its disclosure to foreign investors: press release:
THIS NOTICE IS NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION
WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS NOTICE
THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE NOTEHOLDERS AND
REQUIRES THEIR IMMEDIATE ATTENTION. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS AND
OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUIRED TO EXPEDITE TRANSMISSION HEREOF
TO THE NOTHOLDERS BEING BENEFICIAL OWNERS OF THE NOTES IN A TIMELY MANNER. IF
NOTEHOLDER 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
25 March 2024
PUBLIC JOINT STOCK COMPANY "SOVCOMBANK"
(the "Bank")
CONSENT SOLICITATION AND TENDER OFFER AND RESPECTIVE ADJOURNED MEETING
On 20 February 2024, the Bank announced the solicitation of consents of the Noteholders of the following outstanding notes
(the "Notes") issued by, but with limited recourse to, SovCom Capital D.A.C. (the "Issuer") for the sole purpose of financing
the corresponding loans to the Bank, and the tender offer:
No. Notes ISIN Aggregate Principal Amount Outstanding
1. U.S.$300,000,000 8.000 per cent. loan participation notes due 2030 (the "SCB-30 Notes") XS2010043656 (Reg S)
US84605LAA44 (Rule 144A) U.S.$300,000,000;
2. U.S.$300,000,000 7.600 per cent. perpetual callable loan participation notes (the "SCB-7,600% Perpetual Notes")
XS2393688598 (Reg S) US84605LAD82 (Rule 144A) U.S.$300,000,000;
3. U.S.$300,000,000 7.75 per cent. perpetual callable loan participation notes (the "SCB-7,75% Perpetual Notes")
XS2113968148 (Reg S) US84605LAB27 (Rule 144A) U.S.$300,000,000.
The Bank is soliciting consents of the Noteholders:
(a) to consider and, if thought fit, pass an extraordinary resolution under each of the SCB-30 Notes, the SCB-7,600%
Perpetual Notes and the SCB-7,75% Perpetual Notes (each an "Extraordinary Resolution") 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 (the "Consent Solicitation"); and
(b) concurrently, to tender any or all Notes and all rights related thereto (the "Disposed Assets") for the purchase by
(and transfer to) the Bank for the consideration in cash or in kind (the "Tender Offer" and, together with the Consent
Solicitation, the "Offer"),
in each case as more particularly described in the consent solicitation and tender offer memorandum dated
20 February 2024 which relates to the SCB-30 Notes, the SCB-7,600% Perpetual Notes or the SCB-7,75% Perpetual Notes,
as applicable (a "Memorandum").
With respect to each of the SCB-30 Notes, the SCB-7,600% Perpetual Notes and the SCB-7,75% Perpetual Notes the relevant
Meeting was held on 22 March 2024 (an "Original Meeting"). Each Original Meeting was not quorate and has therefore
been adjourned (and the Offer with respect to each of the SCB-30 Notes, the SCB-7,600% Perpetual Notes and the
SCB-7,75% Perpetual Notes has been extended) in each case by the Bank as described below (such adjourned Meeting being
an "Adjourned Meeting").
Terms defined in a respective Trust Deed or a respective Memorandum shall have the same meaning in this Notice unless
the context requires otherwise.
1. General
Electronic copies of the relevant Memorandum and a related Voting/Tender Instruction can be obtained via application to
Limited liability company "Legal Capital Investor Services" acting as tender, information and tabulation agent (the "Tender,
Information and Tabulation Agent") at e-mail [email protected]. A person requesting a copy of the respective
Memorandum shall represent to the Tender, Information and Tabulation Agent that it is a Noteholder under the
SCB-30 Notes, the SCB-7,600% Perpetual Notes or the SCB-7,75% Perpetual Notes, as applicable, or is acting in the
interests of such a Noteholder.
Together with Voting/Tender Instructions, Noteholders are required to provide to the Tender, Information and Tabulation
Agent:
(a) if the Noteholder wishes to participate in the Consent Solicitation only, a PDF copy of the Proof of Holding (in
form and substance set out in the respective Memorandum) as of 13 March 2024 (the "Record Date") by e-mail at
[email protected]; and
(b) in addition, if the Noteholder wishes to participate in the Tender Offer, then, in addition to the Proof of Holding
referred to in paragraph (a) above, each of the Supporting Documents in form and substance satisfactory to the
Bank and the Tender, Information and Tabulation Agent by delivering PDF copies of these Supporting Documents
to the Tender, Information and Tabulation Agent by e-mail at [email protected] prior to the Voting Deadline
with subsequent delivery of these Supporting Documents in the forms set out in the respective Memorandum (and
otherwise satisfactory to the Bank and the Tender, Information and Tabulation Agent) during normal working
hours at the following address: Krivokolenniy lane, 10 bldg. 6, 101000, Moscow, Russia prior to 20 April 2024
(subject to the right of the Bank to postpone that date at any time in its discretion in accordance with the terms of
the respective Memorandum).
Only Noteholders who hold the Notes as of the Record Date may submit a Voting/Tender Instruction.
A duly executed Voting/Tender Instruction shall bind the Noteholder executing that Voting/Tender Instruction, and any
subsequent registered holder or transferee of the Notes to which such Voting/Tender Instruction relates. Voting/Tender
Instructions submitted by the Noteholders are irrevocable and shall remain in full force and effect notwithstanding the
adjournment of the relevant Original Meeting and be taken into account for determining the votes at the respective Adjourned
Meeting. Voting/Tender Instructions may not be withdrawn by Noteholders, save where the Bank determines that such
withdrawal is required by applicable laws or is otherwise approved by the Bank (acting in its sole discretion).
The submission by a Noteholder of a Voting/Tender Instruction will automatically appoint an employee of the Tender,
Information and Tabulation Agent as its proxy to attend the relevant Adjourned Meeting and to vote in respect of the
Extraordinary Resolution in the manner specified in such Voting/Tender Instruction.
The Bank reserves the right, in its sole and absolute discretion, to waive any defects, irregularities or delays in connection
with deliveries of Voting/Tender Instructions and related supporting documents.
In respect to the Tender Offer, in order for a Noteholder to be eligible to receive the Consideration, subject to the Offer
Conditions and the terms of the respective Memorandum, the Noteholders shall validly tender the relevant Notes and the
related Disposed Assets for purchase by (and transfer to) the Bank and concurrently consent to the Proposals on or prior to
the Voting Deadline (subject to the right of the Bank (acting in its sole discretion) to extend the Voting Deadline in
accordance with the terms of the relevant Memorandum).
If all the Offer Conditions are met (or waived by the Bank acting in its sole discretion (to the extent capable of being waived)),
the Bank will pay the Consideration to the respective Noteholders in respect of the relevant Notes and the related Disposed
Assets tendered by them for purchase by (and transfer to) the Bank (and accepted by the Bank as such) on the Settlement
Date (subject to the right of by the Bank (acting in its sole discretion) to postpone the Settlement Date in accordance with
the terms of the respective Memorandum).
Cash Consideration with respect to each relevant Note and the Disposed Assets which relate to that Note, validly tendered
for purchase by (and transfer to) the Bank (and accepted by the Bank as such) in accordance with the terms of the respective
Memorandum is a Rouble equivalent (calculated by reference to the exchange rate of the Central Bank of Russia as of the
date of the payment of the Cash Consideration) of the amount equal to:
(a) with respect to the SCB-30 Notes, ten per cent. (10%) of the nominal principal amount of each such Note; and
(b) with respect to each of the SCB-7,600% Perpetual Notes or the SCB-7,75% Perpetual Notes, thirty per cent. (30%)
of the nominal principal amount of each such Note,
in each case payable to an applicable account of the relevant Noteholder (and otherwise subject to the terms of the relevant
Memorandum).
Consideration-in-Kind with respect to each relevant Note and the Disposed Assets which relate to that Note, validly tendered
for purchase by (and transfer to) the Bank (and accepted by the Bank as such) in accordance with the terms of the respective
Memorandum is such amount of 7,600% T1 subordinated perpetual notes issued by the Bank (ISIN: RU000A107B84,
one such note having the original principal amount of U.S.$1,000) (the "Local Notes") which is required (as determined by
the Bank) to ensure that (A) the aggregate amount of (i) the original principal amount of such Local Notes together with
(ii) the amount of the accrued (but unpaid as of the Settlement Date) interest thereunder is equal to (B) the aggregate amount
of (i) the original principal amount of each such Note validly tendered for purchase by (and transfer to) the Bank (and
accepted by the Bank as such) in accordance with the terms of the relevant Memorandum, together with (ii) the amount of
the interest accrued thereunder up to (and including) the Settlement Date (but unpaid as of the Settlement Date).
Consideration-in-Kind is payable on the terms set out in the respective Memorandum.
2. Indicative timeline
The following table sets out the expected dates and times of the key events relating to the Offer under each of the
SCB-30 Notes, the SCB-7,600% Perpetual Notes and the SCB-7,75% Perpetual Notes.
The times and dates below are indicative only and are subject to change in the sole discretion of the Bank.
i. Commencement of the Offer
The Notice was published and the Offer is announced
The relevant Memorandum is available upon request from the Tender, Information and Tabulation Agent – 20 February 2024
(SCB-30 Notes) 20 February 2024 (SCB-7,600% Perpetual Notes) 20 February 2024 (SCB-7,75% Perpetual Notes).
ii. Record Date
The date as of which the Noteholders eligible to submit Voting/Tender Instructions are determined – 13 March 2024
(SCB-30 Notes) 13 March 2024 (SCB-7,600% Perpetual Notes) 13 March 2024 (SCB-7,75% Perpetual Notes).
iii. Voting Deadline for the Original Meeting
The final deadline for the submission of Voting/Tender Instructions for the Original Meeting – 20 March 2024 (3:00 p.m.
(London time)) (SCB-30 Notes) 20 March 2024 (3:00 p.m. (London time)) (SCB-7,600% Perpetual Notes) 20 March 2024
(3:00 p.m. (London time)) (SCB-7,75% Perpetual Notes).
iv. Original Meeting
Original Meeting was 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 Memorandum – 22 March 2024 (3:30 p.m. (London time))
(SCB-30 Notes) 22 March 2024 (4:00 p.m. (London time)) (SCB-7,600% Perpetual Notes) 22 March 2024 (4:30 p.m.
(London time)) (SCB-7,75% Perpetual Notes).
v. Announcement of Results of Original Meeting
The results of the Original Meeting were announced such that the Adjourned Meeting will be held – 25 March 2024
(SCB-30 Notes) 25 March 2024 (SCB-7,600% Perpetual Notes) 25 March 2024 (SCB-7,75% Perpetual Notes).
vi. Voting Deadline for Adjourned Meeting
The final deadline for the submission of Voting/Tender Instructions for the Adjourned Meeting – 5 April 2024 (3:00 p.m.
(London time)) (SCB-30 Notes) 5 April 2024 (3:00 p.m. (London time)) (SCB-7,600% Perpetual Notes) 5 April 2024 (3:00
p.m. (London time)) (SCB-7,75% Perpetual Notes).
vii. Adjourned Meeting
Adjourned 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 Memorandum – 8 April 2024 (3:30 p.m. (London time))
(SCB-30 Notes) 8 April 2024 (4:00 p.m. (London time)) (SCB-7,600% Perpetual Notes) 8 April 2024 (4:30 p.m. (London
time)) (SCB-7,75% Perpetual Notes).
viii. Announcement of results of Adjourned Meeting
After the Adjourned Meeting, the Bank shall announce: (i) the results of the Adjourned Meeting; and (ii) the aggregate
principal amount of the Notes and the related Disposed Assets validly tendered for purchase by (and transfer to) the Bank
and accepted by the Bank as such (acting in its sole discretion) – 9 April 2024 (SCB-30 Notes) 9 April 2024 (SCB-7,600%
Perpetual Notes) 9 April 2024 (SCB-7,75% Perpetual Notes).
ix. Documents Delivery Longstop Date
Longstop date for delivery of the documents in accordance with the relevant Memorandum for participation in the Tender
Offer – 20 April 2024 (SCB-30 Notes) 20 April 2024 (SCB-7,600% Perpetual Notes) 20 April 2024 (SCB-7,75% Perpetual
Notes).
x. Settlement Date
Subject to the satisfaction of the Offer Conditions (unless waived (to the extent capable of being waived) by the Bank acting
in its sole discretion), the Settlement Date occurs in respect of all Notes accepted by the Bank (acting in its sole discretion)
for purchase by (and transfer to) the Bank – 20 June 2024 (SCB-30 Notes) 20 June 2024 (SCB-7,600% Perpetual Notes)
20 June 2024 (SCB-7,75% Perpetual Notes).
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 for the Adjourned Meeting or postpone the Settlement Date or the Documents Delivery
Longstop Date under any of the SCB-30 Notes, the SCB-7,600% Perpetual Notes and the SCB-7,75% Perpetual
Notes (in which case all references above to the "Voting Deadline for Adjourned Meeting", the "Settlement Date"
or the "Documents Delivery Longstop Date", as applicable, shall be deemed to be the references to such extended
Voting Deadline for Adjourned Meeting, the postponed Settlement Date or the postponed Documents Delivery
Longstop Date, as applicable);
(b) otherwise extend, re-open and/or amend the Offer under any of the SCB-30 Notes, the SCB-7,600% Perpetual
Notes and the SCB-7,75% Perpetual Notes in any respect;
(c) delay acceptance of or purchase/transfer of Notes and the related Disposed Assets tendered in the Tender Offer
under any of the SCB-30 Notes, the SCB-7,600% Perpetual Notes and the SCB-7,75% Perpetual Notes until the
satisfaction of the respective Offer Conditions or (to the extent such Offer Conditions are capable of being waived)
waiver of the Offer Conditions, including the approval of the relevant Extraordinary Resolution at the relevant
Adjourned Meeting, even if the respective Offer has expired; and/or
(d) terminate the Offer under any of the SCB-30 Notes, the SCB-7,600% Perpetual Notes and the SCB-7,75%
Perpetual Notes, irrespective of the Voting/Tender Instructions delivered before the date of such termination.
The Bank will make an announcement in respect of any of the foregoing as soon as reasonably practicable after the relevant
decision is made or, if applicable in the discretion of the Bank, will communicate it to a Noteholder by other means.
3. 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, the respective Extraordinary Resolution shall be passed at an
Adjourned Meeting duly convened and held in accordance with that Trust Deed.
Each Adjourned Meeting will be held via a video conference.
Each Extraordinary Resolution contains certain Reserved Matters. Accordingly, to be passed, each Extraordinary Resolution
must be passed at the respective Adjourned Meeting by the affirmative votes of Noteholders represented by proxy and
holding in aggregate not less than three quarters of the aggregate principal amount of the relevant Notes held by the
Noteholders who are so represented at that Adjourned Meeting. The quorum required at such Adjourned Meeting shall be
one or more persons represented by proxies of Noteholders holding not less than one quarter of the aggregate principal
amount of the Notes for the time being outstanding.
If the relevant Extraordinary Resolution is duly passed at the respective Adjourned Meeting and subject to the CSM
Conditions set out in the relevant Memorandum being met, then the respective Proposals will become effective and binding
on all the Noteholders, whether or not present or represented by proxy at the Adjourned Meeting.
Unless otherwise stated, announcements in connection with the Offer will be made by publication, inter alia, on
https://www.e-disclosure.ru and through a press release on the Bank’s website. Copies of all announcements, notices and press
releases can be obtained from the Tender, Information and Tabulation Agent by e-mail at [email protected]. Significant
delays may be experienced where notices are delivered to the Clearing Systems and Noteholders are urged to contact the
Tender, Information and Tabulation Agent by e-mail at [email protected] for the relevant announcements during
the relevant Offer.
4. Disclaimers
None of the Bank, the Issuer, the Trustee, the Tender, 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 Offer, and accordingly none of
the Bank, the Issuer, the Trustee, the Tender, Information and Tabulation Agent and any of its respective directors, officers,
employees, affiliates, advisers or agents makes any recommendation as to whether Noteholders should participate in the
Offer and/or consent to the Proposals, or refrain from taking any action in the Offer, and none of them has authorised any
person to make any such recommendation. The Tender, 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 Tender, 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. Neither the Issuer nor the Trustee has reviewed or approved, or will review or approve, any documents relating to the
Offer.
This Notice is for informational purposes only. Each 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
Memorandum.
5. Contact details
Questions and requests concerning the Offer under any of the SCB-30 Notes, the SCB-7,600% Perpetual Notes and the
SCB-7,75% Perpetual Notes, including the delivery of a Voting/Tender Instruction, may be directed to the Tender,
Information and Tabulation Agent via e-mail at [email protected]. All documentation relating to the Offer (including a
copy of the respective Memorandum), together with any updates, can be obtained in electronic copies from the Tender,
Information and Tabulation Agent upon request via e-mail at [email protected].
2.2 If the event (action) is related to a third party - full company name (for a commercial organization) or name (for noncommercial organizations), location, taxpayer identification number (INN) (if any), main state registration number (OGRN)
(if any) or surname, name, patronymic (if any) of the indicated person: not applicable;
2.3. If the event (action) is related to the decision taken by the authorized management body (authorized officer) of the issuer
or third party, the name of the authorized management body (authorized officer), the date and content of the decision taken,
and if the decision is taken by the collective management body of the issuer or third party - also the date and number of the
minutes of the meeting (meeting) of the authorized collective management body of the issuer or third party: not applicable;
2.4. If the event (action) may have a significant impact on the value or quotation of the issuer's securities - type, category
(type), series (if any) and other identification characteristics of the issuer's securities specified in the decision on the issue of
securities, as well as the registration number of the issue (additional issue) of securities and its registration date: ordinary
shares, state registration number of issue 10100963B dated 07.07.2014, international securities identification code
(number) ISIN - RU000A0ZZAC4, classification of financial instruments code (CFI) – ESVXFR.
2.5. The date of the event (action), and if the event occurs in relation to a third party (the action is performed by a third party)
- also the date on which the issuer learned or should have learned of the event (action): 25 March 2024.
Date on which the issuer sends (submits) information to the relevant body (organizations) regulating the foreign securities
market, foreign trade organizer and (or) other organizations in accordance with foreign law for the purpose of its disclosure
to foreign investors: 25 March 2024.



Источник:https://www.e-disclosure.ru/portal/event.aspx?EventId=z7b-C1h2Nlky2EYEcEpnU-AA-B-B