Source - RNS
RNS Number : 2344K
RZD Capital Plc
19 September 2016
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES, AND THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (EACH A "U.S. PERSON")) OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. OTHER RESTRICTIONS APPLY (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).

19 September 2016

RZD Capital P.L.C. (the "Offeror") has today launched invitations to the holders of the outstanding (i) $1,500,000,000 5.739 per cent. Loan Participation Notes due 2017 (the "2017 Notes") and (ii) CHF525,000,000 2.177 per cent. Loan Participation Notes due 2018 (the "2018 Notes" and together with the 2017 Notes, the "Notes") issued by, but with limited recourse to, the Offeror in its capacity as issuer for the sole purpose of financing loans to Joint Stock Company "Russian Railways" (the "Company") to tender such Notes for purchase by the Offeror for cash (the "Offers").

The Offers are being made on the terms and subject to the conditions contained in the tender offer memorandum dated 19 September 2016 (the "Tender Offer Memorandum"). Capitalised terms used in this announcement but not otherwise defined have the meanings given to them in the Tender Offer Memorandum.

Description of the Notes

ISIN/Common code

Outstanding principal amount

Minimum Denomination

Purchase Price

Amount subject to the Offers

$1,500,000,000 5.739 per cent. Loan Participation Notes due 2017

XS0499245180 / 049924518

$1,500,000,000

$100,000 and integral multiples of $1,000 thereafter

$1,021 per $1,000 in principal amount of the 2017 Notes

Any and all

CHF525,000,000 2.177 per cent. Loan Participation Notes due 2018

CH0205819433 / 088572718

CHF525,000,000

CHF5,000 and integral multiples thereof

CHF5,075 per CHF5,000 in principal amount of the 2018 Notes

Any and all

 

Rationale for the Offers

The purpose of the Offers is to enable the Company to acquire certain of the outstanding Notes, which is reflective of the Company's robust liquidity position and consistent with its ongoing liability management objectives. The Offers will also provide an opportunity to Noteholders to gain liquidity with respect to their Notes prior to maturity of such Notes that might not otherwise be available to such Noteholders.

The Offeror has entered into an agreement with the Company (the "Agreement") under which it will procure the purchase of the Notes. The purchases of the Notes by the Offeror will be financed with funds received from the issue by the Offeror of new loan participation notes for the sole purpose of funding a loan to the Company (the "New Notes") and directed by the Company to the Offeror pursuant to the Agreement. All such purchased Notes will be cancelled and a corresponding portion of the principal amount of the relevant loan to the Company (together with accrued interest) shall be deemed repaid.

When allocating the New Notes to investors, the Offeror, among other factors, intends to look favourably upon the investors that have validly tendered or indicated a firm intention to tender the Notes pursuant the Offers subject to the Offeror's (acting jointly with the Company) sole and absolute discretion in accepting for purchase any Notes tendered in the Offers.

Financing Condition

The acceptance by the Offeror of Notes for purchase and settlement of the Offers on the Settlement Date will be subject to the issuance by the Offeror of the New Notes on or prior to the Settlement Date on the terms and conditions satisfactory to the Offeror and the Company (the "Financing Condition").

Acceptance of the Notes

Subject to (i) the Financing Condition and to (ii) the right of the Offeror (acting jointly with the Company) to extend, withdraw, terminate or amend the Offers and to accept or reject any of the tendered Notes in its sole and absolute discretion, as described in the Tender Offer Memorandum, the Offeror intends to purchase for cash any and all Notes validly offered for sale by the Noteholders.

Purchase Price and Accrued Interest

The Offeror will pay for the Notes validly tendered and accepted by it for purchase pursuant to the relevant Offer a cash purchase price of (i) U.S.$1,021 for each U.S.$1,000 in principal amount of the 2017 Notes and/or (ii) CHF5,075 for each CHF5,000 in principal amount of the 2018 Notes and interest accrued and unpaid (if any) on the relevant Notes as set out in the Tender Offer Memorandum.

Expected Timetable for the Offer

The expected timetable of events will be as follows:

Action:

 

Times and Dates

Commencement of the Offers

Offers announced by way of announcements on the relevant Notifying News Service(s), through the Clearing Systems and via the website of the Irish Stock Exchange and SIX Swiss Exchange Ltd.

Tender Offer Memorandum available from the Tender Agent.

 

19 September 2016

 

Expiration Deadline

Deadline for receipt by the Tender Agent of all valid Tender Instructions in order for Noteholders to be eligible to participate in the Offers and, upon acceptance by the Offeror of their Tender Instructions, to receive the applicable Purchase Consideration and Accrued Interest Payment on the Settlement Date.

 

4.00 p.m. (London time) on 28 September 2016

Announcement of Acceptance and Results

Announcement by the Offeror of whether the Financing Condition is expected to be met and whether the Offeror will accept valid tenders of the Notes received by the Tender Agent at or prior to the Expiration Deadline pursuant to the Offers and if so accepted, the aggregate principal amount of the Notes accepted for purchase and the aggregate principal amount of the Notes that will remain outstanding following completion of the Offers in respect of each Series. 

 

 

30 September 2016

 

Settlement Date

Expected Settlement Date for the Offers.

 

11 October 2016

General

The complete terms and conditions of the Offers are set forth in the Tender Offer Memorandum, which will be sent to Noteholders at their request. Noteholders are urged to read the Tender Offer Memorandum carefully.

The Company and the Offeror have retained J.P. Morgan Securities plc and VTB Capital plc to act as Joint Dealer Managers for the Offer.

Operational Procedure Description

In order to participate in the Offer, Noteholders must validly tender their Notes by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent prior to 4.00 p.m., London time, on 28 September 2016. Tender Instructions must be submitted electronically in accordance with the procedures of the relevant Clearing System, and shall be irrevocable, according to the terms and conditions, contained in the Tender Offer Memorandum.

If you need further information about the Offers, please contact any of the Joint Dealer Managers or the Tender Agent. Noteholders may request a copy of the Tender Offer Memorandum from the Tender Agent.

 

Contact Details:

Any questions or requests relating to the procedures for submitting a Tender Instruction may be directed to the Tender Agent. A Noteholder may also contact the Joint Dealer Managers or such Noteholder's custodian for assistance concerning the Offer.

 

THE JOINT DEALER MANAGERS

J.P. Morgan Securities plc

25 Bank Street

Canary Wharf

London E14 5JP

United Kingdom

 

Tel: +44 20 20 7134 2468

Email: [email protected]

Attention: Liability Management 

VTB Capital plc

14 Cornhill

London EC3V 3ND

United Kingdom

 

Tel: +44 203 334 8029

Email: [email protected]

Attention: Global Head of Syndicate

 

THE TENDER AGENT

 

THE OFFEROR

RZD Capital P.L.C
2nd Floor, Palmerston House,
Fenian Street, Dublin 2
Ireland

 

THE COMPANY

JSC Russian Railways
2, Novaya Basmannaya St.
107174 Moscow
Russian Federation

 

 

OFFER AND DISTRIBUTION RESTRICTIONS

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.

United States

The Offers are not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States or to, or for the account of benefit of, any U.S. person (as defined in Regulation S under the United States Securities Act of 1933, as amended (each a "U.S. Person")). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of the Tender Offer Memorandum and any other documents or materials relating to the Offers, including this announcement, are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to, or for the account of benefit of, a U.S. Person and the Notes cannot be tendered in the Offers by any such use, means, instrumentality or facility or from or within or by persons located or resident in the United States or by any U.S. Person or any person acting for the account or benefit of a U.S. Person. Any purported tender of Notes in the Offers resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located in the United States, a U.S. Person, by any person acting for the account or benefit of a U.S. Person, or by any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Each holder of Notes participating in an Offer will represent that it is not a U.S. Person, is not located in the United States and is not participating in such Offer from the United States, or it is acting on a non- discretionary basis for a principal located outside the United States that is not giving an order to participate in such Offer from the United States and who is not a U.S. Person.

Switzerland

Neither this announcement, nor the Tender Offer Memorandum constitutes an offering prospectus pursuant to article 652a or article 1156 of the Swiss Federal Code of Obligations or a listing prospectus pursuant to articles 27 ET SEQ of the Listing Rules of SIX Swiss Exchange, nor they comply with the information standards thereunder.

United Kingdom

The communication of the Tender Offer Memorandum and/or any other documents or materials relating to the Offers, including this announcement, is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the FSMA. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may be communicated to (1) those persons who are existing members or creditors of the Offeror or other persons within Article 43 of the FSMA (Financial Promotion) Order 2005, as amended, and (2) to any other persons to whom these documents and/or materials may lawfully be communicated.

France

The Offers are not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither the Tender Offer Memorandum, nor any other documents or materials relating to the Offers, including this announcement, have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals, in each case acting on their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code Monétaire et Financier, are eligible to participate in the Offers. This announcement, the Tender Offer Memorandum and any other document or material relating to the Offers have not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers.

Belgium

Neither the Tender Offer Memorandum, nor any other documents or materials relating to the Offers, including this announcement, have been submitted to or will be submitted for approval or recognition to the Financial Services and Markets Authority ("Autorité des services et marches financiers / Autoriteit financiële diensten en markten") and, accordingly, the Offers may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids (the "Belgian Takeover Law") as amended or replaced from time to time. Accordingly, the Offers may not be advertised and the Offers will not be extended, and neither this Tender Offer Memorandum nor any other documents or materials relating to the Offers (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than (i) to "qualified investors" in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, acting on their own account or (ii) in any circumstances set out in Article 6, §4 of the Belgian Takeover Law. This announcement has been circulated and the Tender Offer Memorandum has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offers. Accordingly, the information contained in this announcement and the Tender Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.

Italy

None of the Offers, the Tender Offer Memorandum or any other documents or materials relating to the Tender Offer,  including this announcement, have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations.

The Offers are being carried out in the Republic of Italy as exempted offers pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.

Noteholders, can tender some or all of their Notes pursuant to the Offers through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Offers.

Russian Federation

Neither the Tender Offer Memorandum, nor any other documents or materials relating to the Offers, including this announcement, have been submitted to or will be submitted or registered with the Central Bank of Russia. The Offers may not be made in Russia by way of a public offering. Accordingly, the Offers may not be advertised and the Offers will not be extended, and neither the Tender Offer Memorandum, nor any other documents or materials relating to the Offers, including this announcement,  have been or will be distributed or made available, directly or indirectly, to any persons in Russia other than persons who are qualified investors within the meaning of Article 51.2 of the Federal Law No. 39-FZ "On the Securities Market" dated 22 April 1996, as amended (the "Securities Market Law"), unless and to the extent they are otherwise permitted to access such information under Russian law.

Ireland

This announcement and the Tender Offer Memorandum will only be distributed in Ireland in conformity with the provisions of the Companies Act 2014, the Central Bank Acts 1942 - 2015 (as amended) and the European Communities (Markets in Financial Instruments) Regulations 2007 (Nos. 1 to 3) (the "MIFID Regulations"), including, without limitation, Regulations 7 and 152 thereof or any applicable provisions of Irish law.

General

Neither this announcement and the Tender Offer Memorandum, nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes for purchase pursuant to the Offers will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require an Offer to be made by a licensed broker or dealer and the Joint Dealer Managers or any of its affiliates is such a licensed broker or dealer in any such jurisdiction, such Offer shall be deemed to be made by the Joint Dealer Managers or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.

In addition to the representations referred to above in respect of the United States, each Noteholder participating in an Offer will be deemed to give certain other representations generally as set out in "Procedures for Participating in the Offers" and in respect of the other jurisdictions referred to above. Any tender of Notes for purchase pursuant to the Offers from a Noteholder that is unable to make these representations will not be accepted.

 

 

 

 

 

 

This announcement has been issued through the Companies Announcement Service of

the Irish Stock Exchange.

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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