08 November 2022
PAO Sovcomflot (MOEX:FLOT) announces its intention to place a new issue of replacement bonds, i.e. Russian bonds which will replace the notes issued by SCF Capital Designated Activity Company, Ireland, due 2023 (ISIN: XS1433454243).
The replacement bonds will be issued taking into account the requirements of the Executive Order of the President of the Russian Federation No. 430 of 5 July 2022 "On repatriation by residents participating in foreign economic activity of foreign currency and Russian Federation currency."
The terms of the replacement bonds will be similar to those of the existing notes due 2023 in terms of the amount and timing of the coupon payments, maturity date and par value. Payments under the replacement bonds will be made in Russian roubles at the Bank of Russia's exchange rate as at the date of the relevant payment.
PAO Sovcomflot has posted an invitation to its Eurobond holders to make the exchange. Depending on the place where the Eurobond ownership records are maintained, their holders are invited to send one of the two offers to purchase replacement bonds:
1. in exchange for the delivery of Eurobonds to PAO Sovcomflot - for holders of Eurobonds whose ownership records are maintained by NSD, whether directly or indirectly through another securities depository; or
2. in exchange for the assignment to PAO Sovcomflot of their rights under the Eurobonds - for Eurobond holders whose ownership records are not maintained by NSD.
The period for receiving offers from holders of Eurobonds maturing in 2023 in relation to replacement bonds series ZO-2023: from 11 am Moscow time on 9 November 2022 to 6 pm Moscow time on 24 November 2022.
A document setting out the terms and conditions of the securities issuance, detailed exchange guidance, and the forms of the offer and invitation to make offers are posted on the website of PAO Sovcomflot as appendices to this media release.
In October, PAO Sovcomflot successfully completed the issuance of the company's debut Russian bonds which were issued to replace the notes due 2028 (ISIN: XS2325559396). The replacement bond amount totalled USD 318 million, or 74 percent of the entire amount of the notes. Expert RA rating agency has assigned a rating of ruAAA, outlook stable, to the new bond issue, series ZO-2028.
For questions relating to the exchange for replacement bonds, please contact our external legal counsel, Legal Services International: email@example.com.
SCF Group press release.