30 ΠΌΠ°Ρ 2023, 17:16
π°"ΠΠΠ‘ΠΠΠΠ‘ΠΠΠ ΠΠ ΠΠΠΠ’ΠΠ«Π ΠΠΠΠ" Π‘ΠΎΠΎΠ±ΡΠ΅Π½ΠΈΠ΅ ΠΎΠ± ΠΈΠ·ΠΌΠ΅Π½Π΅Π½ΠΈΠΈ ΠΈΠ»ΠΈ ΠΊΠΎΡΡΠ΅ΠΊΡΠΈΡΠΎΠ²ΠΊΠ΅ ΠΈΠ½ΡΠΎΡΠΌΠ°ΡΠΈΠΈ, ΡΠ°Π½Π΅Π΅ ΠΎΠΏΡΠ±Π»ΠΈΠΊΠΎΠ²Π°Π½Π½ΠΎΠΉ Π² ΠΠ΅Π½ΡΠ΅ Π½ΠΎΠ²ΠΎΡΡΠ΅ΠΉ
2. Π‘ΠΎΠ΄Π΅ΡΠΆΠ°Π½ΠΈΠ΅ ΡΠΎΠΎΠ±ΡΠ΅Π½ΠΈΡ
ΠΠ°ΡΡΠΎΡΡΠ΅Π΅ ΡΠΎΠΎΠ±ΡΠ΅Π½ΠΈΠ΅ ΠΏΡΠ±Π»ΠΈΠΊΡΠ΅ΡΡΡ Π² ΠΏΠΎΡΡΠ΄ΠΊΠ΅ ΠΈΠ·ΠΌΠ΅Π½Π΅Π½ΠΈΡ (ΠΊΠΎΡΡΠ΅ΠΊΡΠΈΡΠΎΠ²ΠΊΠΈ) ΠΈΠ½ΡΠΎΡΠΌΠ°ΡΠΈΠΈ, ΡΠΎΠ΄Π΅ΡΠΆΠ°ΡΠ΅ΠΉΡΡ Π² ΡΠ°Π½Π΅Π΅ ΠΎΠΏΡΠ±Π»ΠΈΠΊΠΎΠ²Π°Π½Π½ΠΎΠΌ ΡΠΎΠΎΠ±ΡΠ΅Π½ΠΈΠΈ.
Π‘ΡΡΠ»ΠΊΠ° Π½Π° ΡΠ°Π½Π΅Π΅ ΠΎΠΏΡΠ±Π»ΠΈΠΊΠΎΠ²Π°Π½Π½ΠΎΠ΅ ΡΠΎΠΎΠ±ΡΠ΅Π½ΠΈΠ΅, ΠΈΠ½ΡΠΎΡΠΌΠ°ΡΠΈΡ Π² ΠΊΠΎΡΠΎΡΠΎΠΌ ΠΈΠ·ΠΌΠ΅Π½ΡΠ΅ΡΡΡ (ΠΊΠΎΡΡΠ΅ΠΊΡΠΈΡΡΠ΅ΡΡΡ): "ΠΠ± ΠΈΠ½ΡΡ ΡΠΎΠ±ΡΡΠΈΡΡ (Π΄Π΅ΠΉΡΡΠ²ΠΈΡΡ ), ΠΎΠΊΠ°Π·ΡΠ²Π°ΡΡΠΈΡ , ΠΏΠΎ ΠΌΠ½Π΅Π½ΠΈΡ ΡΠΌΠΈΡΠ΅Π½ΡΠ°, ΡΡΡΠ΅ΡΡΠ²Π΅Π½Π½ΠΎΠ΅ Π²Π»ΠΈΡΠ½ΠΈΠ΅ Π½Π° ΡΡΠΎΠΈΠΌΠΎΡΡΡ ΠΈΠ»ΠΈ ΠΊΠΎΡΠΈΡΠΎΠ²ΠΊΠΈ Π΅Π³ΠΎ ΡΠ΅Π½Π½ΡΡ Π±ΡΠΌΠ°Π³ " (ΠΎΠΏΡΠ±Π»ΠΈΠΊΠΎΠ²Π°Π½ΠΎ 29.05.2023 12:18:34) https://www.e-disclosure.ru/portal/event.aspx?EventId=QsKKwoEzi06Rred-Cq-ATdqg-B-B">https://https://www.e-disclosure.ru/portal/event.aspx?EventId=QsKKwoEzi06Rred-Cq-ATdqg-B-B.
ΠΡΠ°ΡΠΊΠΎΠ΅ ΠΎΠΏΠΈΡΠ°Π½ΠΈΠ΅ Π²Π½Π΅ΡΠ΅Π½Π½ΡΡ ΠΈΠ·ΠΌΠ΅Π½Π΅Π½ΠΈΠΉ ΠΈ ΠΏΡΠΈΡΠΈΠ½ (ΠΎΠ±ΡΡΠΎΡΡΠ΅Π»ΡΡΡΠ²), ΠΏΠΎΡΠ»ΡΠΆΠΈΠ²ΡΠΈΡ ΠΎΡΠ½ΠΎΠ²Π°Π½ΠΈΠ΅ΠΌ ΠΈΡ Π²Π½Π΅ΡΠ΅Π½ΠΈΡ:
ΠΠΎΡΡΠ΅ΠΊΡΠΈΡΠΎΠ²ΠΊΠ° ΠΈΠ½ΡΠΎΡΠΌΠ°ΡΠΈΠΈ ΡΠ²ΡΠ·Π°Π½Π° Ρ ΡΡΡΡΠ°Π½Π΅Π½ΠΈΠ΅ΠΌ ΡΠ΅Ρ Π½ΠΈΡΠ΅ΡΠΊΠΈΡ ΠΎΡΠΈΠ±ΠΎΠΊ, Π΄ΠΎΠΏΡΡΠ΅Π½Π½ΡΡ ΠΏΡΠΈ ΡΠΊΠ°Π·Π°Π½ΠΈΠΈ ΡΠ²Π΅Π΄Π΅Π½ΠΈΠΉ Π² ΠΏ. 2.1. ΡΠΎΠΎΠ±ΡΠ΅Π½ΠΈΡ: ΠΌΠ΅ΡΡΡΠ° Π² ΠΏΠΏ. (2) Β«Record DateΒ» ΠΏ. 3. Β«Indicative timelineΒ».
ΠΠΎΠ»Π½ΡΠΉ ΡΠ΅ΠΊΡΡ ΠΏΡΠ±Π»ΠΈΠΊΡΠ΅ΠΌΠΎΠ³ΠΎ ΡΠΎΠΎΠ±ΡΠ΅Π½ΠΈΡ Ρ ΡΡΠ΅ΡΠΎΠΌ Π²Π½Π΅ΡΠ΅Π½Π½ΡΡ ΠΈΠ·ΠΌΠ΅Π½Π΅Π½ΠΈΠΉ ΠΈΠ»ΠΈ ΠΏΠΎΠ»Π½ΡΠΉ ΡΠ΅ΠΊΡΡ ΠΈΠ·ΠΌΠ΅Π½Π΅Π½Π½ΠΎΠΉ (ΡΠΊΠΎΡΡΠ΅ΠΊΡΠΈΡΠΎΠ²Π°Π½Π½ΠΎΠΉ) ΠΈΠ½ΡΠΎΡΠΌΠ°ΡΠΈΠΈ:
Β«ΠΠ± ΠΈΠ½ΡΡ ΡΠΎΠ±ΡΡΠΈΡΡ (Π΄Π΅ΠΉΡΡΠ²ΠΈΡΡ ), ΠΎΠΊΠ°Π·ΡΠ²Π°ΡΡΠΈΡ , ΠΏΠΎ ΠΌΠ½Π΅Π½ΠΈΡ ΡΠΌΠΈΡΠ΅Π½ΡΠ°, ΡΡΡΠ΅ΡΡΠ²Π΅Π½Π½ΠΎΠ΅ Π²Π»ΠΈΡΠ½ΠΈΠ΅ Π½Π° ΡΡΠΎΠΈΠΌΠΎΡΡΡ ΠΈΠ»ΠΈ ΠΊΠΎΡΠΈΡΠΎΠ²ΠΊΠΈ Π΅Π³ΠΎ ΡΠ΅Π½Π½ΡΡ Π±ΡΠΌΠ°Π³Β»
1. ΠΠ±ΡΠΈΠ΅ ΡΠ²Π΅Π΄Π΅Π½ΠΈΡ
1.1. ΠΠΎΠ»Π½ΠΎΠ΅ ΡΠΈΡΠΌΠ΅Π½Π½ΠΎΠ΅ Π½Π°ΠΈΠΌΠ΅Π½ΠΎΠ²Π°Π½ΠΈΠ΅ (Π΄Π»Ρ ΠΊΠΎΠΌΠΌΠ΅ΡΡΠ΅ΡΠΊΠΎΠΉ ΠΎΡΠ³Π°Π½ΠΈΠ·Π°ΡΠΈΠΈ) ΠΈΠ»ΠΈ Π½Π°ΠΈΠΌΠ΅Π½ΠΎΠ²Π°Π½ΠΈΠ΅ (Π΄Π»Ρ Π½Π΅ΠΊΠΎΠΌΠΌΠ΅ΡΡΠ΅ΡΠΊΠΎΠΉ ΠΎΡΠ³Π°Π½ΠΈΠ·Π°ΡΠΈΠΈ) ΡΠΌΠΈΡΠ΅Π½ΡΠ°: "ΠΠΠ‘ΠΠΠΠ‘ΠΠΠ ΠΠ ΠΠΠΠ’ΠΠ«Π ΠΠΠΠ" (ΠΏΡΠ±Π»ΠΈΡΠ½ΠΎΠ΅ Π°ΠΊΡΠΈΠΎΠ½Π΅ΡΠ½ΠΎΠ΅ ΠΎΠ±ΡΠ΅ΡΡΠ²ΠΎ)
1.2. ΠΠ΄ΡΠ΅Ρ ΡΠΌΠΈΡΠ΅Π½ΡΠ°, ΡΠΊΠ°Π·Π°Π½Π½ΡΠΉ Π² Π΅Π΄ΠΈΠ½ΠΎΠΌ Π³ΠΎΡΡΠ΄Π°ΡΡΡΠ²Π΅Π½Π½ΠΎΠΌ ΡΠ΅Π΅ΡΡΡΠ΅ ΡΡΠΈΠ΄ΠΈΡΠ΅ΡΠΊΠΈΡ Π»ΠΈΡ: 107045, Π³. ΠΠΎΡΠΊΠ²Π°, ΠΏΠ΅Ρ. ΠΡΠΊΠΎΠ², Π΄. 2, ΡΡΡ. 1
1.3. ΠΡΠ½ΠΎΠ²Π½ΠΎΠΉ Π³ΠΎΡΡΠ΄Π°ΡΡΡΠ²Π΅Π½Π½ΡΠΉ ΡΠ΅Π³ΠΈΡΡΡΠ°ΡΠΈΠΎΠ½Π½ΡΠΉ Π½ΠΎΠΌΠ΅Ρ (ΠΠΠ Π) ΡΠΌΠΈΡΠ΅Π½ΡΠ° (ΠΏΡΠΈ Π½Π°Π»ΠΈΡΠΈΠΈ): 1027739555282
1.4. ΠΠ΄Π΅Π½ΡΠΈΡΠΈΠΊΠ°ΡΠΈΠΎΠ½Π½ΡΠΉ Π½ΠΎΠΌΠ΅Ρ Π½Π°Π»ΠΎΠ³ΠΎΠΏΠ»Π°ΡΠ΅Π»ΡΡΠΈΠΊΠ° (ΠΠΠ) ΡΠΌΠΈΡΠ΅Π½ΡΠ° (ΠΏΡΠΈ Π½Π°Π»ΠΈΡΠΈΠΈ): 7734202860
1.5. Π£Π½ΠΈΠΊΠ°Π»ΡΠ½ΡΠΉ ΠΊΠΎΠ΄ ΡΠΌΠΈΡΠ΅Π½ΡΠ°, ΠΏΡΠΈΡΠ²ΠΎΠ΅Π½Π½ΡΠΉ ΠΠ°Π½ΠΊΠΎΠΌ Π ΠΎΡΡΠΈΠΈ: 1978
1.6. ΠΠ΄ΡΠ΅Ρ ΡΡΡΠ°Π½ΠΈΡΡ Π² ΡΠ΅ΡΠΈ "ΠΠ½ΡΠ΅ΡΠ½Π΅Ρ", ΠΈΡΠΏΠΎΠ»ΡΠ·ΡΠ΅ΠΌΠΎΠΉ ΡΠΌΠΈΡΠ΅Π½ΡΠΎΠΌ Π΄Π»Ρ ΡΠ°ΡΠΊΡΡΡΠΈΡ ΠΈΠ½ΡΠΎΡΠΌΠ°ΡΠΈΠΈ: https://www.e-disclosure.ru/portal/company.aspx?id=202">https://https://www.e-disclosure.ru/portal/company.aspx?id=202; mkb.ru/
1.7. ΠΠ°ΡΠ° Π½Π°ΡΡΡΠΏΠ»Π΅Π½ΠΈΡ ΡΠΎΠ±ΡΡΠΈΡ (ΡΡΡΠ΅ΡΡΠ²Π΅Π½Π½ΠΎΠ³ΠΎ ΡΠ°ΠΊΡΠ°), ΠΎ ΠΊΠΎΡΠΎΡΠΎΠΌ ΡΠΎΡΡΠ°Π²Π»Π΅Π½ΠΎ ΡΠΎΠΎΠ±ΡΠ΅Π½ΠΈΠ΅: 29.05.2023 Π³.
2. Message content
Β«Notice of consent solicitation and respective meetingΒ»
2.1 A brief description of an event (action), the occurrence (performance) of which, in the issuer's opinion, affects the value 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:
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.
29 May 2023
CREDIT BANK OF MOSCOW (public joint-stock company) ("MKB" or the "Bank")
NOTICE OF CONSENT SOLICITATION AND RESPECTIVE MEETING
On 29 May 2023, MKB announces 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 loans to the Bank:
β Title of Security ISIN Aggregate Principal Amount Outstanding
1. U.S.$500,000,000 7.121 per cent. Loan Participation Notes due 2024 (the "CBOM-24 USD Notes") XS1964558339 (Reg S), US12504PAG54 (Rule 144A), U.S.$ 217,270,000
2. U.S.$600,000,000 4.700 per cent. Loan Participation Notes due 2025 (the "CBOM-25 USD Notes") XS2099763075 (Reg S), US12504PAH38 (Rule 144A), U.S.$ 541,000,000
3. U.S.$ 500,000,000 3.875 per cent. Loan Participation Notes due 2026 (the "CBOM-26 USD Notes") XS2384475930 (Reg S), US12504PAJ93 (Rule 144A), U.S.$ 500,000,000
The Bank is soliciting consents of the Noteholders to consider and, if thought fit, pass an extraordinary resolution under each of the CBOM-24 USD Notes, the CBOM-25 USD Notes and the CBOM-26 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 29 May 2023 which relates to the CBOM-24 USD Notes, the CBOM-25 USD Notes or the CBOM-26 USD Notes, as applicable (a "Consent Solicitation Memorandum").
Terms defined in a Trust Deed or a Consent Solicitation Memorandum shall have the same meaning herein unless the context requires otherwise.
1. Background
(Π) 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 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, any payment of interest or principal under the Loan made by the Bank or received from the Issuer or the Bank 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.
(Π) 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.
(Π‘) 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.
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-24 USD Notes, the CBOM-25 USD Notes and the CBOM-26 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-24 USD Notes, the CBOM-25 USD Notes and the CBOM-26 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 19 June 2023.
Only Noteholders who hold the Notes as of 14 June 2023 (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 in case of the Meeting's adjournment and be taken into account at determining the voting results at an 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 the Meeting (and any 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-24 USD Notes, the CBOM-25 USD Notes and the CBOM-26 USD Notes.
The times and dates below are indicative only and are subject to change, including as a result of market
conditions.
(1) 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. β 29 May 2023 (CBOM-24 USD, CBOM-25 USD, CBOM-26 USD).
(2) Record Date
The date as of which the Noteholders eligible to submit Voting Instructions are determined β 14 June 2023 (CBOM-24 USD, CBOM-25 USD, CBOM-26 USD)
(3) Voting Deadline
The final deadline for the submission of Voting Instructions.
The Consent Solicitation will be terminated on the Voting Deadline (subject to the right of the Bank to extend, re-open, amend and/or terminate the Consent Solicitation, subject to applicable law and the provisions of the applicable Trust Deed), β 19 June 2023 (1:00 p.m. (London time)) (CBOM-24 USD, CBOM-25 USD, CBOM-26 USD)
(4) Meeting
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, β 21 June 2023 (1:00 p.m. (London time)) CBOM-24 USD, 21 June 2023 (2:00 p.m. (London time)) CBOM-25 USD, 21 June 2023(3:00 p.m. (London time)) CBOM-26 USD.
(5) Announcement of Results
The results of the Meeting are announced β 21 June 2023 (CBOM-24 USD, CBOM-25 USD, CBOM-26 USD).
The Bank may, subject to applicable laws and the provisions of the applicable Trust Deed, in its sole and absolute discretion, at any time:
(Π°) extend the Voting Deadline or re-open the Consent Solicitation with respect to any of the CBOM-24 USD Notes, the CBOM-25 USD Notes and/or the CBOM-26 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-24 USD Notes, the CBOM-25 USD Notes and/or the CBOM-26 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 Meeting); or
(c) terminate the Consent Solicitation with respect to any of the CBOM-24 USD Notes, the CBOM-25 USD Notes and/or the CBOM-26 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 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 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, the quorum required for each such Extraordinary Resolution to be considered at the Meeting shall be at least two persons being the respective Noteholders and/or being their proxies or representatives and holding or representing not less than three quarters of the aggregate principal amount of the respective Notes for the time being outstanding.
If within fifteen minutes from the time appointed for any such Meeting a quorum is not present, the Meeting shall be adjourned for such period, not being less than 14 days nor more than 42 days, as may be appointed by the chairman either at or after the Meeting, provided, however, only business which could have been transacted at the original Meeting may be transacted at a Meeting adjourned. Notice of any adjourned Meeting shall be given in the same manner as this Notice, save that ten days' notice shall be sufficient and such notice shall specifically set out the quorum requirements which will apply when the Meeting resumes.
At any 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 Meeting or such adjourned Meeting.
If duly passed at a 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 the 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 https://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: https://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. 6150
Website: https://www.ir.mkb.ru
2.2 If the event (action) is related to a third party - full company name (for a commercial organization) or name (for non-commercial 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: the event is not related to a third party (not related to the third party).
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 10101978B dated 18.08.1999, international securities identification code (number) ISIN - RU000A0JUG31, CFI β 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): May 29, 2023.
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: May 29, 2023.
ΠΡΡΠΎΡΠ½ΠΈΠΊ:https://www.e-disclosure.ru/portal/event.aspx?EventId=qF4BkVp4h0SxNGvVzglvjA-B-B
ΠΠ°ΡΡΠΎΡΡΠ΅Π΅ ΡΠΎΠΎΠ±ΡΠ΅Π½ΠΈΠ΅ ΠΏΡΠ±Π»ΠΈΠΊΡΠ΅ΡΡΡ Π² ΠΏΠΎΡΡΠ΄ΠΊΠ΅ ΠΈΠ·ΠΌΠ΅Π½Π΅Π½ΠΈΡ (ΠΊΠΎΡΡΠ΅ΠΊΡΠΈΡΠΎΠ²ΠΊΠΈ) ΠΈΠ½ΡΠΎΡΠΌΠ°ΡΠΈΠΈ, ΡΠΎΠ΄Π΅ΡΠΆΠ°ΡΠ΅ΠΉΡΡ Π² ΡΠ°Π½Π΅Π΅ ΠΎΠΏΡΠ±Π»ΠΈΠΊΠΎΠ²Π°Π½Π½ΠΎΠΌ ΡΠΎΠΎΠ±ΡΠ΅Π½ΠΈΠΈ.
Π‘ΡΡΠ»ΠΊΠ° Π½Π° ΡΠ°Π½Π΅Π΅ ΠΎΠΏΡΠ±Π»ΠΈΠΊΠΎΠ²Π°Π½Π½ΠΎΠ΅ ΡΠΎΠΎΠ±ΡΠ΅Π½ΠΈΠ΅, ΠΈΠ½ΡΠΎΡΠΌΠ°ΡΠΈΡ Π² ΠΊΠΎΡΠΎΡΠΎΠΌ ΠΈΠ·ΠΌΠ΅Π½ΡΠ΅ΡΡΡ (ΠΊΠΎΡΡΠ΅ΠΊΡΠΈΡΡΠ΅ΡΡΡ): "ΠΠ± ΠΈΠ½ΡΡ ΡΠΎΠ±ΡΡΠΈΡΡ (Π΄Π΅ΠΉΡΡΠ²ΠΈΡΡ ), ΠΎΠΊΠ°Π·ΡΠ²Π°ΡΡΠΈΡ , ΠΏΠΎ ΠΌΠ½Π΅Π½ΠΈΡ ΡΠΌΠΈΡΠ΅Π½ΡΠ°, ΡΡΡΠ΅ΡΡΠ²Π΅Π½Π½ΠΎΠ΅ Π²Π»ΠΈΡΠ½ΠΈΠ΅ Π½Π° ΡΡΠΎΠΈΠΌΠΎΡΡΡ ΠΈΠ»ΠΈ ΠΊΠΎΡΠΈΡΠΎΠ²ΠΊΠΈ Π΅Π³ΠΎ ΡΠ΅Π½Π½ΡΡ Π±ΡΠΌΠ°Π³ " (ΠΎΠΏΡΠ±Π»ΠΈΠΊΠΎΠ²Π°Π½ΠΎ 29.05.2023 12:18:34) https://www.e-disclosure.ru/portal/event.aspx?EventId=QsKKwoEzi06Rred-Cq-ATdqg-B-B">https://https://www.e-disclosure.ru/portal/event.aspx?EventId=QsKKwoEzi06Rred-Cq-ATdqg-B-B.
ΠΡΠ°ΡΠΊΠΎΠ΅ ΠΎΠΏΠΈΡΠ°Π½ΠΈΠ΅ Π²Π½Π΅ΡΠ΅Π½Π½ΡΡ ΠΈΠ·ΠΌΠ΅Π½Π΅Π½ΠΈΠΉ ΠΈ ΠΏΡΠΈΡΠΈΠ½ (ΠΎΠ±ΡΡΠΎΡΡΠ΅Π»ΡΡΡΠ²), ΠΏΠΎΡΠ»ΡΠΆΠΈΠ²ΡΠΈΡ ΠΎΡΠ½ΠΎΠ²Π°Π½ΠΈΠ΅ΠΌ ΠΈΡ Π²Π½Π΅ΡΠ΅Π½ΠΈΡ:
ΠΠΎΡΡΠ΅ΠΊΡΠΈΡΠΎΠ²ΠΊΠ° ΠΈΠ½ΡΠΎΡΠΌΠ°ΡΠΈΠΈ ΡΠ²ΡΠ·Π°Π½Π° Ρ ΡΡΡΡΠ°Π½Π΅Π½ΠΈΠ΅ΠΌ ΡΠ΅Ρ Π½ΠΈΡΠ΅ΡΠΊΠΈΡ ΠΎΡΠΈΠ±ΠΎΠΊ, Π΄ΠΎΠΏΡΡΠ΅Π½Π½ΡΡ ΠΏΡΠΈ ΡΠΊΠ°Π·Π°Π½ΠΈΠΈ ΡΠ²Π΅Π΄Π΅Π½ΠΈΠΉ Π² ΠΏ. 2.1. ΡΠΎΠΎΠ±ΡΠ΅Π½ΠΈΡ: ΠΌΠ΅ΡΡΡΠ° Π² ΠΏΠΏ. (2) Β«Record DateΒ» ΠΏ. 3. Β«Indicative timelineΒ».
ΠΠΎΠ»Π½ΡΠΉ ΡΠ΅ΠΊΡΡ ΠΏΡΠ±Π»ΠΈΠΊΡΠ΅ΠΌΠΎΠ³ΠΎ ΡΠΎΠΎΠ±ΡΠ΅Π½ΠΈΡ Ρ ΡΡΠ΅ΡΠΎΠΌ Π²Π½Π΅ΡΠ΅Π½Π½ΡΡ ΠΈΠ·ΠΌΠ΅Π½Π΅Π½ΠΈΠΉ ΠΈΠ»ΠΈ ΠΏΠΎΠ»Π½ΡΠΉ ΡΠ΅ΠΊΡΡ ΠΈΠ·ΠΌΠ΅Π½Π΅Π½Π½ΠΎΠΉ (ΡΠΊΠΎΡΡΠ΅ΠΊΡΠΈΡΠΎΠ²Π°Π½Π½ΠΎΠΉ) ΠΈΠ½ΡΠΎΡΠΌΠ°ΡΠΈΠΈ:
Β«ΠΠ± ΠΈΠ½ΡΡ ΡΠΎΠ±ΡΡΠΈΡΡ (Π΄Π΅ΠΉΡΡΠ²ΠΈΡΡ ), ΠΎΠΊΠ°Π·ΡΠ²Π°ΡΡΠΈΡ , ΠΏΠΎ ΠΌΠ½Π΅Π½ΠΈΡ ΡΠΌΠΈΡΠ΅Π½ΡΠ°, ΡΡΡΠ΅ΡΡΠ²Π΅Π½Π½ΠΎΠ΅ Π²Π»ΠΈΡΠ½ΠΈΠ΅ Π½Π° ΡΡΠΎΠΈΠΌΠΎΡΡΡ ΠΈΠ»ΠΈ ΠΊΠΎΡΠΈΡΠΎΠ²ΠΊΠΈ Π΅Π³ΠΎ ΡΠ΅Π½Π½ΡΡ Π±ΡΠΌΠ°Π³Β»
1. ΠΠ±ΡΠΈΠ΅ ΡΠ²Π΅Π΄Π΅Π½ΠΈΡ
1.1. ΠΠΎΠ»Π½ΠΎΠ΅ ΡΠΈΡΠΌΠ΅Π½Π½ΠΎΠ΅ Π½Π°ΠΈΠΌΠ΅Π½ΠΎΠ²Π°Π½ΠΈΠ΅ (Π΄Π»Ρ ΠΊΠΎΠΌΠΌΠ΅ΡΡΠ΅ΡΠΊΠΎΠΉ ΠΎΡΠ³Π°Π½ΠΈΠ·Π°ΡΠΈΠΈ) ΠΈΠ»ΠΈ Π½Π°ΠΈΠΌΠ΅Π½ΠΎΠ²Π°Π½ΠΈΠ΅ (Π΄Π»Ρ Π½Π΅ΠΊΠΎΠΌΠΌΠ΅ΡΡΠ΅ΡΠΊΠΎΠΉ ΠΎΡΠ³Π°Π½ΠΈΠ·Π°ΡΠΈΠΈ) ΡΠΌΠΈΡΠ΅Π½ΡΠ°: "ΠΠΠ‘ΠΠΠΠ‘ΠΠΠ ΠΠ ΠΠΠΠ’ΠΠ«Π ΠΠΠΠ" (ΠΏΡΠ±Π»ΠΈΡΠ½ΠΎΠ΅ Π°ΠΊΡΠΈΠΎΠ½Π΅ΡΠ½ΠΎΠ΅ ΠΎΠ±ΡΠ΅ΡΡΠ²ΠΎ)
1.2. ΠΠ΄ΡΠ΅Ρ ΡΠΌΠΈΡΠ΅Π½ΡΠ°, ΡΠΊΠ°Π·Π°Π½Π½ΡΠΉ Π² Π΅Π΄ΠΈΠ½ΠΎΠΌ Π³ΠΎΡΡΠ΄Π°ΡΡΡΠ²Π΅Π½Π½ΠΎΠΌ ΡΠ΅Π΅ΡΡΡΠ΅ ΡΡΠΈΠ΄ΠΈΡΠ΅ΡΠΊΠΈΡ Π»ΠΈΡ: 107045, Π³. ΠΠΎΡΠΊΠ²Π°, ΠΏΠ΅Ρ. ΠΡΠΊΠΎΠ², Π΄. 2, ΡΡΡ. 1
1.3. ΠΡΠ½ΠΎΠ²Π½ΠΎΠΉ Π³ΠΎΡΡΠ΄Π°ΡΡΡΠ²Π΅Π½Π½ΡΠΉ ΡΠ΅Π³ΠΈΡΡΡΠ°ΡΠΈΠΎΠ½Π½ΡΠΉ Π½ΠΎΠΌΠ΅Ρ (ΠΠΠ Π) ΡΠΌΠΈΡΠ΅Π½ΡΠ° (ΠΏΡΠΈ Π½Π°Π»ΠΈΡΠΈΠΈ): 1027739555282
1.4. ΠΠ΄Π΅Π½ΡΠΈΡΠΈΠΊΠ°ΡΠΈΠΎΠ½Π½ΡΠΉ Π½ΠΎΠΌΠ΅Ρ Π½Π°Π»ΠΎΠ³ΠΎΠΏΠ»Π°ΡΠ΅Π»ΡΡΠΈΠΊΠ° (ΠΠΠ) ΡΠΌΠΈΡΠ΅Π½ΡΠ° (ΠΏΡΠΈ Π½Π°Π»ΠΈΡΠΈΠΈ): 7734202860
1.5. Π£Π½ΠΈΠΊΠ°Π»ΡΠ½ΡΠΉ ΠΊΠΎΠ΄ ΡΠΌΠΈΡΠ΅Π½ΡΠ°, ΠΏΡΠΈΡΠ²ΠΎΠ΅Π½Π½ΡΠΉ ΠΠ°Π½ΠΊΠΎΠΌ Π ΠΎΡΡΠΈΠΈ: 1978
1.6. ΠΠ΄ΡΠ΅Ρ ΡΡΡΠ°Π½ΠΈΡΡ Π² ΡΠ΅ΡΠΈ "ΠΠ½ΡΠ΅ΡΠ½Π΅Ρ", ΠΈΡΠΏΠΎΠ»ΡΠ·ΡΠ΅ΠΌΠΎΠΉ ΡΠΌΠΈΡΠ΅Π½ΡΠΎΠΌ Π΄Π»Ρ ΡΠ°ΡΠΊΡΡΡΠΈΡ ΠΈΠ½ΡΠΎΡΠΌΠ°ΡΠΈΠΈ: https://www.e-disclosure.ru/portal/company.aspx?id=202">https://https://www.e-disclosure.ru/portal/company.aspx?id=202; mkb.ru/
1.7. ΠΠ°ΡΠ° Π½Π°ΡΡΡΠΏΠ»Π΅Π½ΠΈΡ ΡΠΎΠ±ΡΡΠΈΡ (ΡΡΡΠ΅ΡΡΠ²Π΅Π½Π½ΠΎΠ³ΠΎ ΡΠ°ΠΊΡΠ°), ΠΎ ΠΊΠΎΡΠΎΡΠΎΠΌ ΡΠΎΡΡΠ°Π²Π»Π΅Π½ΠΎ ΡΠΎΠΎΠ±ΡΠ΅Π½ΠΈΠ΅: 29.05.2023 Π³.
2. Message content
Β«Notice of consent solicitation and respective meetingΒ»
2.1 A brief description of an event (action), the occurrence (performance) of which, in the issuer's opinion, affects the value 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:
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.
29 May 2023
CREDIT BANK OF MOSCOW (public joint-stock company) ("MKB" or the "Bank")
NOTICE OF CONSENT SOLICITATION AND RESPECTIVE MEETING
On 29 May 2023, MKB announces 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 loans to the Bank:
β Title of Security ISIN Aggregate Principal Amount Outstanding
1. U.S.$500,000,000 7.121 per cent. Loan Participation Notes due 2024 (the "CBOM-24 USD Notes") XS1964558339 (Reg S), US12504PAG54 (Rule 144A), U.S.$ 217,270,000
2. U.S.$600,000,000 4.700 per cent. Loan Participation Notes due 2025 (the "CBOM-25 USD Notes") XS2099763075 (Reg S), US12504PAH38 (Rule 144A), U.S.$ 541,000,000
3. U.S.$ 500,000,000 3.875 per cent. Loan Participation Notes due 2026 (the "CBOM-26 USD Notes") XS2384475930 (Reg S), US12504PAJ93 (Rule 144A), U.S.$ 500,000,000
The Bank is soliciting consents of the Noteholders to consider and, if thought fit, pass an extraordinary resolution under each of the CBOM-24 USD Notes, the CBOM-25 USD Notes and the CBOM-26 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 29 May 2023 which relates to the CBOM-24 USD Notes, the CBOM-25 USD Notes or the CBOM-26 USD Notes, as applicable (a "Consent Solicitation Memorandum").
Terms defined in a Trust Deed or a Consent Solicitation Memorandum shall have the same meaning herein unless the context requires otherwise.
1. Background
(Π) 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 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, any payment of interest or principal under the Loan made by the Bank or received from the Issuer or the Bank 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.
(Π) 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.
(Π‘) 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.
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-24 USD Notes, the CBOM-25 USD Notes and the CBOM-26 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-24 USD Notes, the CBOM-25 USD Notes and the CBOM-26 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 19 June 2023.
Only Noteholders who hold the Notes as of 14 June 2023 (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 in case of the Meeting's adjournment and be taken into account at determining the voting results at an 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 the Meeting (and any 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-24 USD Notes, the CBOM-25 USD Notes and the CBOM-26 USD Notes.
The times and dates below are indicative only and are subject to change, including as a result of market
conditions.
(1) 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. β 29 May 2023 (CBOM-24 USD, CBOM-25 USD, CBOM-26 USD).
(2) Record Date
The date as of which the Noteholders eligible to submit Voting Instructions are determined β 14 June 2023 (CBOM-24 USD, CBOM-25 USD, CBOM-26 USD)
(3) Voting Deadline
The final deadline for the submission of Voting Instructions.
The Consent Solicitation will be terminated on the Voting Deadline (subject to the right of the Bank to extend, re-open, amend and/or terminate the Consent Solicitation, subject to applicable law and the provisions of the applicable Trust Deed), β 19 June 2023 (1:00 p.m. (London time)) (CBOM-24 USD, CBOM-25 USD, CBOM-26 USD)
(4) Meeting
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, β 21 June 2023 (1:00 p.m. (London time)) CBOM-24 USD, 21 June 2023 (2:00 p.m. (London time)) CBOM-25 USD, 21 June 2023(3:00 p.m. (London time)) CBOM-26 USD.
(5) Announcement of Results
The results of the Meeting are announced β 21 June 2023 (CBOM-24 USD, CBOM-25 USD, CBOM-26 USD).
The Bank may, subject to applicable laws and the provisions of the applicable Trust Deed, in its sole and absolute discretion, at any time:
(Π°) extend the Voting Deadline or re-open the Consent Solicitation with respect to any of the CBOM-24 USD Notes, the CBOM-25 USD Notes and/or the CBOM-26 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-24 USD Notes, the CBOM-25 USD Notes and/or the CBOM-26 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 Meeting); or
(c) terminate the Consent Solicitation with respect to any of the CBOM-24 USD Notes, the CBOM-25 USD Notes and/or the CBOM-26 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 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 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, the quorum required for each such Extraordinary Resolution to be considered at the Meeting shall be at least two persons being the respective Noteholders and/or being their proxies or representatives and holding or representing not less than three quarters of the aggregate principal amount of the respective Notes for the time being outstanding.
If within fifteen minutes from the time appointed for any such Meeting a quorum is not present, the Meeting shall be adjourned for such period, not being less than 14 days nor more than 42 days, as may be appointed by the chairman either at or after the Meeting, provided, however, only business which could have been transacted at the original Meeting may be transacted at a Meeting adjourned. Notice of any adjourned Meeting shall be given in the same manner as this Notice, save that ten days' notice shall be sufficient and such notice shall specifically set out the quorum requirements which will apply when the Meeting resumes.
At any 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 Meeting or such adjourned Meeting.
If duly passed at a 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 the 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 https://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: https://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. 6150
Website: https://www.ir.mkb.ru
2.2 If the event (action) is related to a third party - full company name (for a commercial organization) or name (for non-commercial 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: the event is not related to a third party (not related to the third party).
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 10101978B dated 18.08.1999, international securities identification code (number) ISIN - RU000A0JUG31, CFI β 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): May 29, 2023.
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: May 29, 2023.
ΠΡΡΠΎΡΠ½ΠΈΠΊ:https://www.e-disclosure.ru/portal/event.aspx?EventId=qF4BkVp4h0SxNGvVzglvjA-B-B
0 ΠΠΎΠΌΠΌΠ΅Π½ΡΠ°ΡΠΈΠ΅Π²
22:56
Latyshev Eduard, Π° ΠΠ°Π·ΠΏΡΠΎΠΌ ΡΠΎ ΡΡΡ ΠΏΡΠΈΡΡΠΌ Π±ΡΠ΄Π΅Ρ?
ΠΠ»Π΅ΠΊΡΠ΅ΠΉ ΠΡΠ·ΡΠ½ΠΈΠ½, Π½Π΅ ΠΏΠ΅ΡΠ΅ΠΆΠΈΠ²Π°ΠΉΡΠ΅, ΡΠΊΠΎΡΠ΅Π΅ Π²ΡΠ΅Π³ΠΎ, ΠΎΠ½ΠΎ Π΄ΠΎΡΡΠ°Π²Π»Π΅Π½ΠΎ. ΠΠ½Π΅ ΡΠ΄Π°Π»ΠΎΡΡ Π΄ΠΎΠ·Π²ΠΎΠ½ΠΈΡΡΡΡ Π΄ΠΎ ΠΏΡΠΈΠ΅ΠΌΠ½ΠΎΠΉ, Π³Π΄Π΅ ΠΌΠ½Π΅ ΡΠΊΠ°Π·Π°Π»ΠΈ, ΡΡΠΎ ΠΈΡ
ΠΏΡΠ΅Π΄ΡΡΠ°Π²ΠΈΡΠ΅Π»Ρ Π½Π° ΠΏΠΎΡΡΡ Π½Π΅ Ρ
ΠΎΠ΄ΠΈΡ, Π° Π½Π°ΠΎΠ±ΠΎΡΠΎΡ ΠΏΠΎΡΡΠ°Π»ΡΠΎΠ½ ΠΈΠΌ Π²ΡΠ΅ ΠΏΡΠΈΠ½ΠΎΡΠΈΡ. Π ...
22:52
ΠΡΠ΅ ΠΏΠΎ ΠΊΠ»Π°ΡΡΠΈΠΊΠΈ Π²ΡΠ΅ ΠΏΠΎ ΠΠ΅Π½ΠΈΠ½Ρ! Β«ΠΠΌΠΏΠ΅ΡΠΈΠ°Π»ΠΈΠ·ΠΌ, ΠΊΠ°ΠΊ Π²ΡΡΡΠ°Ρ ΡΡΠ°Π΄ΠΈΡ ΠΊΠ°ΠΏΠΈΡΠ°Π»ΠΈΠ·ΠΌΠ°Β» Π²ΡΠΎΡΠΎΠΉ ΡΠ°Π·Π΄Π΅Π» ΡΠ°Π±ΠΎΡΡ ΠΏΠΎΡΠ²ΡΡΠ΅Π½ ΠΈΡΠΊΠ»ΡΡΠΈΡΠ΅Π»ΡΠ½ΠΎ Π±Π°Π½ΠΊΠ°ΠΌ (Β«ΠΠ°Π½ΠΊΠΈ ΠΈ ΠΈΡ
Π½ΠΎΠ²Π°Ρ ΡΠΎΠ»ΡΒ»).
ΠΠΎΠΏΡΠΎΠ±ΠΎΠ²Π°Π» Π½Π°ΠΉΡΠΈ ΠΏΡΠΎ ΡΠΊΡΠΏΠΈΡΠ°ΡΠΈΡ Π½Π° ΡΠ°ΠΉΡΠ΅ ΠΠΠ, ΡΠΎ, ΠΎ Π§ΠΠ, Π²ΠΈΠ΄Π΅Π» ΠΠΠΠΠ«Π ΡΠ°Π·, ΠΊΠΎΠ³Π΄Π° Π·Π°Ρ
ΠΎΠ΄ΠΈΠ» Π½Π° Π½Π΅Ρ....
ΠΠ΅ΡΡ ΠΏΡΠΎ ΡΠΊΡΠΏΠΈΡΠ°ΡΠΈΡ)))))
Π’Π΅ΠΏΠ΅ΡΡ ΡΠΎΠΊΠ° ΡΠ°ΠΊ....)))
fs.moex.com/files/26811/
22:48
22:46
ΠΠΈΠΊΠΎΠ»Π°ΠΉ ΠΠ²Π°Π½ΠΎΠ², Π‘ΡΠ°ΡΠΈΡΡΠΈΠΊΠ° ΠΏΠΎ ΠΈΠ½ΡΠ»ΡΡΠΈΠΈ ΡΠ°ΠΊ ΡΠ΅Π±Π΅ ΠΈ ΡΡΠΎ Π΅ΡΡ ΠΏΠ°Π΄Π΅Π½ΠΈΠ΅ ΡΡΠ±Π»Ρ Π½Π΅ Π² ΠΏΠΎΠ»Π½ΠΎΠΉ ΠΌΠ΅ΡΠ΅ ΠΎΠΊΠ°Π·Π°Π»ΠΎ Π²Π»ΠΈΡΠ½ΠΈΠ΅. Π‘ΡΠ°Π²ΠΊΡ ΡΠΎΡΠ½ΠΎ Π±ΡΠ΄ΡΡ ΠΏΠΎΠ²ΡΡΠ°ΡΡ ΠΈ ΠΌΠΎΠ³ΡΡ ΡΠΈΠ»ΡΠ½ΠΎ. Π£ ΠΎΠ·ΠΎΠ½Π° Π²ΠΏΠ΅ΡΠ΅Π΄ΠΈ Π·Π°ΠΊΡΡΡΠΈΠ΅ ΡΠΎΡΠ³ΠΎΠ² Π΄Π»Ρ ΠΏΠ΅ΡΠ΅Π΅Π·Π΄Π° Π½Π°...
Π§ΡΠΎ Π·Π° ΡΠ½ΠΈΠΆΠ΅Π½ΠΈΠ΅? Π¦Π΅Π½Ρ, Π·ΠΎΠ»ΠΎΡΠΎ, ΡΠ΅ΡΠ΅Π±ΡΠΎ Π² 16-35 Π²ΡΡ ΠΏΠ°Π΄Π°Π΅Ρ Π½Π° ΡΡΠΈ ΠΏΡΠΎΡΠ΅Π½ΡΠ°
Π‘ ΡΠ΅ΠΏΠ»Π΅Π½ΡΠΊΠΈΠΌΠΈ ΠΌΡΠ³ΠΎΠ½ΡΠΊΠΈΠΌΠΈ Π΄Π΅ΡΠΎΡΠΊΠ°ΠΌΠΈ ΡΠ²ΡΠ·Π°Π»ΡΡ. Π‘ΠΎΡΡΠΈ Π°ΠΉ ΠΌΠ°ΡΡ Π²ΠΈ ΠΎΡβ¦ Π‘Π°ΠΌΠΎΠΌΡ ΡΡΡΠ΄Π½ΠΎ. ΠΠ°ΠΌΡΠ°Ρ Π½ΠΎ Π΅ΡΠ»ΠΈ Π²ΡΠΊΠ½Π΅ΡΡβ¦
22:40
Metzger, ΠΈ Ρ 20 ΡΠ½Π²Π°ΡΡ ΠΎΡΡΠΊΠΎΡΠ΅Ρ ΠΎΠ±ΡΠ°ΡΠ½ΠΎ Π½Π° 4-6 Π³Π΅ΠΏΠΎΠ² ))
Π₯ΠΎΡΠΎΡΠΎ ΠΏΡΠΈΠΊΡΠΏΠΈΠ», ΠΎΡΠ΄Π°ΠΌ Π½Π° ΠΎΡΠ΅ΡΡΡ ΡΠ΅ΡΠ΅Π· 5 ΠΌΠ΅ΡΡΡΠ΅Π², ΠΏΠΎ Π½ΠΎΠΌΠΈΠ½Π°Π»Ρ, ΠΏΠ»ΡΡ 2 ΠΊΡΠΏΠΎΠ½Π°, Π΅ΡΠ»ΠΈ Π½Π΅ ΠΏΡΠ΅Π΄Π»ΠΎΠΆΠ°Ρ ΠΊΡΠΏΠΎΠ½ 25-28%, Π΄ΠΎ ΠΏΠΎΠ³Π°ΡΠ΅Π½ΠΈΡ.