2.1. Brief description of the event (action), the occurrence (commission) of which, in the issuer's opinion, affects the value of its securities:
The issuer makes a decision on the deadline for sending offers on exchange-traded bonds with documentary interest non-convertible bearer with obligatory centralized storage of the 001P-01 series of PJSC "MOESK" (hereinafter referred to as Exchange Traded Bonds) placed under the Exchange-Traded Bonds Program with identification number 4-65116-D -001P-02E of February 8, 2017 (hereinafter referred to as the program of exchange bonds), the identification number of the issue and the international securities identification number (ISIN):
not assigned at the date of disclosure.
2.2. If the relevant event (action) relates to a third party or is associated with it - the full company name (for non-profit organizations - name), location, TIN (if applicable), PSRN (if applicable) or last name, first name, patronymic name ( if available) of such person:
It is not possible to bring information, the information affects potential purchasers of the PJSC “MOESK” Commercial Bonds.
2.3. If the relevant event (action) is related to a decision made by the authorized management body of the issuer or a third party, or associated with such a decision - the name of the authorized management body, the date of adoption and the content of the decision, the date of compilation and the minutes of the meeting (meeting) of the authorized If the decision is taken by the collegial management body of the person:
The decision was taken by the Issuer's Sole Executive Body - General Director of PJSC "MOESK" on April 16, 2019 (Order No. 409 of April 16, 2019).
Content of the decision:
To establish that the placement of Exchange-traded bonds is carried out by creating an order book - collecting targeted bids from buyers for the purchase of Exchange-traded bonds at a fixed price and coupon rate for the first coupon period predetermined by the Issuer in the manner and under the conditions stipulated by the 001P Series Bonds Program.
To establish that the offers with the proposal to conclude the Preliminary Agreements, as this term is defined in the Program of Exchange 001P Series Bonds, should be sent to Gazprombank (Joint-Stock Company).
To establish that the deadline for sending tenders with the proposal to conclude preliminary agreements with potential purchasers of the Commercial Bonds, containing the obligation to conclude the main purchase agreements for the Commercial Bonds on the commencement date for the placement of Commercial Bonds, begins at 11:00 am on April 17, 2019 and ends at 4:00 pm April 17, 2019.
April 16, 2019.
Regarding:
Participation in the placement of the Commercial Bonds of Public Joint-Stock Company “Moscow United Power Grid Company” of the 001P-01 series.
ATTENTION:
YOU MUST READ THE UNDERSTANDING INFORMATION BEFORE YOU HAVE TO DO ANY ACTIVITIES.
This message applies to the information below and to the issuing documents posted on the Internet at:
http://www.e-disclosure.ru/portal/company.aspx?id=5563 (hereinafter jointly "Documents"), and you must carefully read the provisions of this communication before you take any action in connection with such Documents. When reviewing and performing any actions in connection with the Documents, you accept the obligation to comply with the conditions below, including any changes to such conditions that may be received by you from us as a result of your familiarization with the Documents.
THIS MESSAGE AND THE DOCUMENTS SUBMITTED TO YOUR ATTENTION DO NOT CONSTITUTE AN OFFER TO SELL ANY SECURITIES AND ARE NOT INTENDED TO BE FAMILIARIZED OR ACCESSED BY PERSONS IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN.
THIS MESSAGE AND DOCUMENTS MAY NOT BE SENT OR DISTRIBUTED, EXCEPT IN THE MANNER INDICATED BELOW, AND MAY NOT BE REPRODUCED IN ANY WAY.
Neither "Gazprombank" (JSC) or JSC "VTB Capital" or PJSC "Sovcombank" or PJSC "Moscow United PowerGrid Company" (hereinafter the "Issuer") hereby do not make an offer to sell any securities and do not take actions aimed at receiving an offer to purchase any securities in relation to any persons in any jurisdiction. This message and the Documents submitted to your attention cannot be used for or in connection with the preparation of any message in any jurisdiction or under any circumstances in which such a prepared message will be considered invalid or illegal. The Issuer requires each person who has access to this message and Documents to study and comply with such restrictions. Documents submitted for your reference are informational only and are not advertising or an offer to sell any securities in any country.
Any Issuer's securities may not be offered for sale or sold in the United States of America without registration or obtaining an exemption from registration in accordance with the US Securities Act of 1933 (as amended).
This message and the Documents are intended solely for:
(i) persons outside the UK, or (ii) professional investors subject to Section 19 (5) of the Order (Financial Assistance) 2005 under the United Kingdom Financial Services and Financial Markets Act 2000 (hereinafter “the Order”), or (iii) legal entities or other individuals with a large net capital to whom such communication and Documents may be lawfully sent, covered by Articles 49 (2) (a) - 49 (2) "Relevant Persons"). Any securities may be acquired, and any invitation, offer, or agreement to subscribe, purchase, or otherwise acquire such securities may be accepted only by such Relevant Persons. Any other person other than the Relevant Person is not entitled to act in connection with, or otherwise rely on, this message and the Documents or any information contained therein.
Any public offering of securities that may be considered to be made on the basis of the fact that this communication and the Documents are sent in any member state of the European Community that has adopted Directive 2003/71 / EC (together with any additional procedures for its use in such member state further referred to as the “Prospectus Directive”), addressed exclusively to qualified investors of this EU Member State in the meaning defined by the Prospectus Directive.
This message and the Documents are not a prospectus for the purposes of their interpretation in accordance with the procedures for the application of the Prospectus Directive and other applicable law. This message and the Documents, as well as the prospectus, prepared in connection with the placement of the Issuer's securities, cannot be distributed in any country where such distribution requires compliance with additional requirements or violates the legislation of such country.
POSSESSION OF EXCHANGE BONDS OR OTHER FINANCIAL INSTRUMENTS IS ALWAYS ASSOCIATED WITH RISKS.
This message is for informational purposes only and contains very limited information on investing in the Issuer's securities. Such investment should be preceded by a weighted decision based on, inter alia, a thorough analysis of the Issuer, its affiliates, operations, financial condition, sales and revenues, the state of the Russian economy as a whole and other risk factors.
Dear Investor,
We hereby inform you about the opportunity to participate in the placement of exchange bonds.
Non-convertible interest-bearing documentary bearer with obligatory centralized storage of the 001P-01 series of Public Joint-Stock Company Moscow United Power Grid Company (hereinafter referred to as the "Issuer"). Gazprombank (JSC) (hereinafter referred to as Gazprombank), JSC "VTB Capital" (hereinafter referred to as "VTB Capital"), PJSC "Sovcombank" (hereinafter referred to as "Sovcombank") act as organizers of the placement ). This message is an offer to make an offer and is not an offer.
On 08 February 2017, Moscow Exchange assigned the Exchange Bond Program the identification number 4-65116-D-001P-02E. Assigning an identification number to a program of exchange bonds does not mean that the actual information presented in the issue documents is accurate and reliable.
The placement of the Exchange bonds of a separate issue under the Program of exchange bonds identification number 4-65116-D-001P-02E dated February 8, 2017 will be carried out by concluding transactions of purchase and sale of Exchange bonds in PJSC Moscow Exchange. Placement of the Commercial Bonds is scheduled for April 23, 2019, but may take place on another date. The final date of commencement of the placement is established (determined) in accordance with the Program of Exchange-Traded Bonds and the Prospectus of Securities (hereinafter referred to as “Issuing Documents”). Exchange bonds can only be paid in cash.
You can take part in the placement by making an offer to conclude a preliminary agreement on the purchase of your Exchange bonds (hereinafter referred to as the “Offer to buy”) in the form established in the Appendix to this message, specifying the maximum total amount in Russian rubles, for which you wish and are ready to purchase Exchange bonds, as well as the minimum rate of the first coupon on Exchange bonds, at which you wish and are ready to purchase Exchange bonds for the specified amount.
Purchase offer is your offer to enter into a preliminary contract (as defined below).
For the purpose of complying with the requirements for the placement of Exchange-traded bonds, the Organizers consider only those Purchase Offers that have been properly drafted and signed, as well as received in the manner and on the terms set out in this announcement.
The procedure for placing and conducting calculations.
If you decide to take part in the placement of the Commercial Bonds, please confirm your agreement with the procedure and terms for the placement of Commercial Bonds set forth in the Issuing Documents and this message by delivering to Gazprombank (by courier or by e-mail) at the address below properly. the Purchase Offer made and signed by you no later than 4:00 p.m. Moscow time on April 17, 2019 (hereinafter referred to as the “Closing Time of the Book”). At the same time, the Purchase Offer sent by the legal entity must be executed on the form of such legal entity, signed by the authorized person and sealed. A purchase offer cannot be withdrawn after the closing time of the book.
In order to avoid misunderstanding and any doubts, we especially draw your attention that the receipt by the Organizers of your Purchase Offer does not mean that it will be accepted. Neither the Issuer nor the Organizers undertake any obligations or give any assurances or guarantees that your Purchase Offer will be accepted in whole or in any part.
After determining the rate of the first coupon under the Commercial Bonds, the Issuer makes a decision on acceptance or rejection of your Purchase Offer. Only if a decision is made to accept your Purchase Offer, "Gazprombank", acting as an attorney for and at the expense of the Issuer, or as a commissioner in its own name and at the expense of the Issuer, will send you (by courier or by email) a written acceptance notice (hereinafter referred to as the “Acceptance Notice”) of your Purchase Offer to the address or to the email address indicated in your Purchase Offer. If an Acceptance Notice is sent by e-mail, it is considered to be received by you at the time it is sent. If the Issuer decides to reject your Purchase Offer, or the Issuer does not consider your Purchase Offer, or makes no decision on it, the Organizers will not send you a notification about this. At the same time, the fact that such notice will not be sent to you does not mean that your Purchase Offer has been accepted (silence is not an acceptance).
ATTENTION! ACCEPTANCE OF YOUR PURCHASE OFFER MEANS THE CONCLUSION BETWEEN YOU AND THE ISSUER OF A PRELIMINARY CONTRACT (HEREINAFTER REFERRED TO AS THE “PRELIMINARY CONTRACT”), IN ACCORDANCE WITH WHICH YOU AND THE ISSUER UNDERTAKE TO CONCLUDE THE MAIN CONTRACT FOR THE PURCHASE AND SALE OF EXCHANGE BONDS (HEREINAFTER REFERRED TO AS THE “PRIMARY CONTRACT”) ON THE COMMENCEMENT DATE FOR THE PLACEMENT OF EXCHANGE BONDS ON THE FOLLOWING CONDITIONS:
THE ISSUER UNDERTAKES TO SELL TO YOU, AND YOU UNDERTAKE TO PURCHASE FROM THE ISSUER (OR A COMMISSION AGENT, AGENT OR OTHER AGENT APPOINTED BY THE ISSUER) AND PAY FOR EXCHANGE BONDS IN THE AMOUNT, AT THE OFFERING PRICE AND AT THE COUPON RATE SPECIFIED IN THE ACCEPTANCE NOTICE. THE NUMBER OF EXCHANGE BONDS SPECIFIED IN THE ACCEPTANCE NOTICE WILL DEPEND ON THE OFFERING PRICE, THE INTEREST RATE ON THE FIRST COUPON AND THE MARKET DEMAND FOR EXCHANGE BONDS. YOUR PURCHASE OFFER CAN BE ACCEPTED IN FULL OR IN PART. IF YOUR OFFER TO PURCHASE IS ACCEPTED IN PART, THE PRELIMINARY CONTRACT IS CONSIDERED CONCLUDED ONLY IN RESPECT OF THAT PART OF YOUR OFFER TO BE INDICATED IN THE NOTICE OF ACCEPTANCE1. THE PROCEDURE FOR CONCLUDING THE MAIN CONTRACT (THE PROCEDURE FOR PLACING EXCHANGE BONDS), THE DATE OF COMMENCEMENT OF PLACEMENT OF EXCHANGE BONDS, THE PLACEMENT PRICE, THE FIRST COUPON RATE FOR EXCHANGE BONDS AND THE PROCEDURE FOR SETTLEMENTS ARE SET (DETERMINED) IN ACCORDANCE WITH THE ISSUING DOCUMENTS.
1 The Acceptance Notice will indicate the number of Exchange bonds, calculated on the basis of the offering price, as well as the relevant part of the amount specified in your Purchase Offer as the maximum amount of money for which you are ready to buy Exchange bonds.
This message, the Purchase Offer and the Acceptance Notice (if available) are an integral part of the Preliminary Agreement.
All disputes related to the conclusion of the Preliminary Agreement, its validity and execution are resolved in the Moscow Arbitration Court.
If you agree with the above conditions and the procedure for participation in the placement of exchange-traded bonds, you can send a Purchase Offer by courier to the "Gazprombank" office at:
119049, Moscow, 7 Koroviy Val St. (for the attention of Semen Odintsov), by duplicating the Purchase Offer by email to:
Syndicate@gazprombank.ru, bonds@vtbcapital.com, MaryushkinAA@sovcombank.ru, SimaginMA@sovcombank.ru, with the subsequent mandatory sending of the original of the Offer to purchase by courier to the office of Gazprombank at:
119049, Moscow, 7 Koroviy Val St. (for the attention of Semen Odintsov).
Respectfully,
Public Joint-Stock Company "Moscow United Power Grid Company".
[ON THE INVESTOR FORM].
To Bank GPB (JSC).
119049, Moscow, 7 Koroviy Val St.
Attention:
Semyon Odintsov.
E-mail:
Syndicate@gazprombank.ru.
Copy to JSC "VTB Capital".
Attention to Ilya Buchkovsky.
e-mail:
bonds@vtbcapital.com.
Copy to PJSC "Sovcombank".
Attention:
Maryushkin Andrew,
Simagin Maxim.
E-mail:
MaryushkinAA@sovcombank.ru,
SimaginMA@sovcombank.ru.
OFFER TO CONCLUDE A PRELIMINARY CONTRACT OF SALE.
We familiarized ourselves with the conditions and order of participation in the placement of non-convertible interest-bearing documentary bearer bonds with mandatory centralized custody of the 001P-01 series placed through an open subscription under the Bond Program (identification number of the Bond Program 4-65116-D-001P-02E of 08.02. 2017) (hereinafter referred to as Exchange Bonds) set forth in the decision on issuing securities the first part (the Bonds Program) and the Prospectus of Securities of PJSC "MOESK" (hereinafter referred to as the Issuer).
Having thoroughly analyzed the financial, economic, legal and other risks and consequences of acquiring and owning Exchange Traded Bonds, we hereby undertake to conclude on the starting date for the placement of Exchange Traded Bonds the main sale and purchase agreements on our acquisition of Exchange Traded Bonds from the Issuer in accordance with the decision to issue securities. (Bond Program) and the Prospectus for the following conditions:
|
The maximum amount for which we are ready to buy Exchange bonds (in rubles) *
|
Minimum coupon rate for the first coupon period on exchange bonds (% per annum)
|
|
[Please, indicate]
|
[Please, indicate]
|
This offer is valid until April 23, 2019 inclusive.
Please send the acceptance notice of this offer to the following coordinates:
For delivery by courier:
[Enter your office address], for sending by email:
[Enter the email address of the person in charge of your office].
Respectfully,
_________________.
Name:
Position:
(if the person acts by proxy, specify the details of the document).
M.P.
___________________.
* This amount does not include expenses related to the acquisition of Exchange Bonds and settlements.
2.4. If the relevant event (action) is relevant or may have a significant impact on the value of certain issuer's issuable securities - type, category (type) and other identification signs of such issuer issuable securities:
documentary interest non-convertible bearer to bearer bonds with obligatory centralized storage of the 001P-01 series of PJSC "MOESK", under the Bond Program (identification number of the Bond Program 4-65116-D-001P-02E dated February 08, 2017).
2.5. The date of the occurrence of the corresponding event (performance of the action), and if the corresponding event occurs in relation to a third party (the corresponding action is performed by a third party), also the date on which the issuer learned of the occurrence of the event (the action was taken) April 16, 2019.
|