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Credit Bank of Moscow - Consent Solicitation 2024 (XS) - Results

ANNOUNCEMENT OF RESULTS OF OBTAINING CONSENT FROM HOLDERS OF CBOM-7.625% AND CBOM-8.875% NOTES
 

09 FEBRUARY 2024


Full announcement including disclaimers and offer restrictions available via Central Bank of Moscow



ANNOUNCEMENT ON THE RESULTS OF OBTAINING CONSENT FROM CBOM-7.625% NOTES

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"The Bank hereby announces that at the adjourned meeting held at 15:00 (London time) on 8 February 2024 in connection with the Consent Solicitation, the Extraordinary Resolution in respect of the Notes was duly adopted and entered into force."


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ANNOUNCEMENT OF THE RESULTS OF OBTAINING CONSENT FROM HOLDERS OF THE CBOM-8.875% NOTES

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"The Bank hereby announces that at the adjourned meeting held at 15:30 (London time) on 8 February 2024 in connection with the Consent Solicitation, the Extraordinary Resolution in respect of the Notes was duly adopted and entered into force."


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NOTICE OF RECEIPT OF CONSENT OF HOLDERS OF CBOM-27 USD SUBORDINATED BONDS AND CBOM-7.625%, CBOM-8.875% PERPETUAL BONDS AND RELATED DEFERRED MEETING

24 JANUARY 2024


Full announcement including disclaimers and offer restrictions available via Central Bank of Moscow


"CREDIT BANK OF MOSCOW (Public Joint Stock Company)("MKB" or "BANK")

NOTICE OF RECEIPT OF NOTEHOLDERS' CONSENT AND RELATED ADJOURNED MEETING

On 28 December 2023, MKB announced the consent process (the "Consent Solicitation") of the holders (the "Noteholders") of the following outstanding notes (the "Notes") issued by CBOM Finance p.l.c. (the "Issuer") solely for the purpose of financing the relevant loans to the Bank:


№        

Name of the security

 ISIN

Outstanding Aggregate Principal

1.

$350,000,000 Perpetual Participation Bond at 7.625 percent (hereinafter referred to as the "CBOM-7.625% Perpetual Bonds")")

XS2392969395 (Regulation S)

US12504PAK66 (Rule 144A)

$350,000,000

 

2.

$700,000,000 Perpetual Loan Participation Bond at 8.875 percent (hereinafter referred to as the "CBOM-8.875% Perpetual Bonds")")

XS1601094755 (Regulation S)

US12504PAE07 (Rule 144A)

$540,000,000

 

3.

$600,000,000 Loan Participation Bond at 7.50 Percent Maturing in 2027 (the "CBOM-27 USD Bonds")")

XS1589106910 (Regulation S)

US12504PAD24 (Rule 144A)

$440,000,000

 

The Bank shall seek the consent of the Noteholders to review and, where appropriate, make a decision by an overwhelming majority on each of the following securities: CBOM-7.625% Perpetual Bonds, CBOM-8.875% Perpetual Bonds, CBOM-27 USD Bonds (collectively, the "Overwhelming Majority Resolutions") in accordance with the provisions of Appendix 5 (Regulations on Meetings of Noteholders) to the relevant trust deed for such Notes (the "Trust Deed"), in each case for the approval of the proposals (the "Offers") set out in the Overwhelming Decision, as more specifically described in the Consent Solicitation Memorandum dated 28 December 2023, which relates to the CBOM-7.625% Perpetual Notes, the CBOM-8.875% Perpetual Notes or the USD CBOM-27 Notes, as the case may have been (hereinafter referred to as "Memorandum of Consent").

In respect of each of the CBOM-7.625% Perpetual Notes, the CBOM-8,875% Perpetual Notes or the USD CBOM-27 Notes, the relevant Meeting to consider the relevant Emergency Resolution was held on 24 January 2024 (the "Initial Meeting"). Each Initial Meeting did not have a quorum and was therefore adjourned as described below (such rescheduled Meeting is a "Rescheduled Meeting")."


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NOTICE OF COMMENCEMENT OF CONSENT SOLICITATION PROCEDURE FOR HOLDERS OF CBOM-27 USD SUBORDINATED BONDS AND CBOM-7.625% , CBOM-8.875% PERPETUAL BONDS AND RELATED MEETING

28 DECEMBER 2024


Full announcement including disclaimers and offer restrictions available via Central Bank of Moscow


"CREDIT BANK OF MOSCOW (Public Joint-Stock Company)(hereinafter referred to as – "MKB" or "BANK")

NOTICE OF COMMENCEMENT OF CONSENT SOLICITATION AND RELATED MEETING

On December 28, 2023, MKB announces the procedure for obtaining consents (hereinafter referred to as the "Obtaining of Consents"). (hereinafter referred to as the "Noteholders") of the following outstanding bonds (the "Bonds") issued with limited circulation for CBOM Finance p.l.c. (hereinafter referred to as the "Issuer") solely for financing purposes relevant loans to the Bank:

Name of the security

ISIN

Outstanding Aggregate Principal

1.

$350,000,000 Perpetual Participation Bond at 7.625 percent (the "Perpetual Bonds") Bonds CBOM-7.625%")

XS2392969395 (Regulation S)

US12504PAK66 (Rule 144A)

$350,000,000

2.

$700,000,000 Perpetual Participation Notes at 8.875 percent (the "Perpetual Bonds") Bonds CBOM-8.875%")

XS1601094755 (Regulation S)

US12504PAE07 (Rule 144A)

$540,000,000

3.

$600,000,000 Loan Participation Bond at 7.50 percent maturing in 2027 (hereinafter referred to as the "Bonds CBOM-27 USD ")

XS1589106910 (Regulation S)

US12504PAD24 (Rule 144A)

$440,000,000

The Bank shall seek the consent of the Noteholders to review and, where appropriate, make a decision the vast majority for each of the following securities: CBOM-7.625% Perpetual Bonds, Perpetual Bonds CBOM-8.875%, Bonds CBOM-27 USD (collectively, hereinafter referred to as the "Overwhelming Decisions") majority") in accordance with the provisions of Annex 5 (Regulations on Meetings of Holders Bonds) to the relevant trust management agreement for such Bonds (hereinafter referred to as the the "Trust Deed"), in each case for the approval of proposals (hereinafter referred to as the – "Proposals") referred to in the Decision of the overwhelming majority, as more specifically described in the Consent Solicitation Memorandum dated December 28, 2023, which relates to the Perpetual Notes CBOM-7.625%, CBOM-8.875% Perpetual Bonds or CBOM-27 USD Bonds, as the case may be (hereinafter referred to as the "Memorandum of Consent")."


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****PREVIOUS OFFER DETAILS BELOW****


 

ANNOUNCEMENT OF CONSENT SOLICITATION RESULTS


04 AUGUST 2023


Full announcement including disclaimers and offer restrictions available via Central Bank of Moscow


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ANNOUNCEMENT OF CONSENT SOLICITATION RESULTS CBOM-24 EUR


"The Bank hereby announces that at the adjourned meeting held at 2:00 p.m. (London time) on 4 August 2023 in connection with the Consent Solicitation, the Extraordinary Resolution with respect to the Notes has been duly passed and has become effective."


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ANNOUNCEMENT OF CONSENT SOLICITATION RESULTS CBOM-26 EUR


"The Bank hereby announces that at the adjourned meeting held at 3:00 p.m. (London time) on 4 August 2023 in connection with the Consent Solicitation, the Extraordinary Resolution with respect to the Notes has been duly passed and has become effective."


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NOTICE OF CONSENT SOLICITATION AND RESPECTIVE ADJOURNED MEETING


20 JULY 2023


Full announcement including disclaimers and offer restrictions available via Central Bank of Moscow


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"With respect to each of the CBOM-24 EUR Notes and the CBOM-26 EUR Notes, the relevant Meeting to consider the relevant Extraordinary Resolution was held on 20 July 2023 (an "Original Meeting"). Each Original Meeting was not quorate and has therefore been adjourned as described below (such adjourned Meeting being an "Adjourned Meeting")."


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NOTICE OF CONSENT SOLICITATION OF CBOM-24 EUR AND CBOM-26 EUR AND RESPECTIVE MEETING


27 JUNE 2023


Full announcement including disclaimers and offer restrictions available via Central Bank of Moscow


...


"On 27 June 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:"



...


"The Bank is soliciting consents of the Noteholders to consider and, if thought fit, pass an extraordinary resolution under each of the CBOM-24 EUR Notes and the CBOM-26 EUR 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 27 June 2023 which relates to the CBOM-24 EUR Notes or the CBOM-26 EUR 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


(A) 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.


(B) 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.


(C) 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."


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*** PREVIOUS CBOM OFFER BELOW***

 

ANNOUNCEMENT OF CONSENT SOLICITATION RESULTS CBOM-24 USD/CBOM-25 USD/CBOM-26 USD


06 JULY 2023


Full announcement including disclaimers and offer restrictions available via Central Bank of Moscow


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"The Bank hereby announces that at the adjourned meeting held at 1:00 p.m. (London time) on 6 July 2023 in connection with the Consent Solicitation, the Extraordinary Resolution with respect to the Notes has been duly passed and has become effective."


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"The Bank hereby announces that at the adjourned meeting held at 2:00 p.m. (London time) on 6 July 2023 in connection with the Consent Solicitation, the Extraordinary Resolution with respect to the Notes has been duly passed and has become effective."


...


"The Bank hereby announces that at the adjourned meeting held at 3:00 p.m. (London time) on 6 July 2023 in connection with the Consent Solicitation, the Extraordinary Resolution with respect to the Notes has been duly passed and has become effective."


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NOTICE OF CONSENT SOLICITATION OF CBOM-24 USD, CBOM-25 USD, CBOM-26 USD AND RESPECTIVE ADJOURNED MEETING


21 JUNE 2023


Full announcement including disclaimers and offer restrictions available via Central Bank of Moscow


...


"With respect to each of the CBOM-24 USD Notes, the CBOM-25 USD Notes or the CBOM-26 USD Notes, the relevant Meeting to consider the relevant Extraordinary Resolution was held on 21 June 2023 (an "Original Meeting"). Each Original Meeting was not quorate and has therefore been adjourned as described below (such adjourned Meeting being an "Adjourned Meeting")."


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NOTICE OF CONSENT SOLICITATION AND RESPECTIVE MEETING

XS1964558339 (Reg S)/US12504PAG54 (Rule 144A)

XS2099763075 (Reg S)/US12504PAH38 (Rule 144A)

XS2384475930 (Reg S)/US12504PAJ93 (Rule 144A)


29 MAY 2023


Full announcement including disclaimers and offer restrictions available via Marketscreener


"CREDIT BANK OF MOSCOW (public joint-stock company) ("MKB" orthe "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:


...


" Background


(A) 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, 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.


(B) 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.


(C) 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."


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