Capital/Financing Update • Apr 18, 2012
Capital/Financing Update
Open in ViewerOpens in native device viewer
The Issuer and the Borrower have prepared a base prospectus dated 11 April 2012 as supplemented by a supplement thereto dated 18 April 2012 (together, the "Base Prospectus") to which this communication relates. This Pricing Sheet is qualified in its entirety by reference to the Base Prospectus. Before you invest in the Notes, you should read the Base Prospectus for more information concerning the Borrower, the Issuer and the Notes. Terms not otherwise defined herein shall have the meanings ascribed to them in the Base Prospectus.
| 1 | Issuer: | PSB FINANCE S.A. | |
|---|---|---|---|
| 2 | Borrower: | OPEN JOINT STOCK COMPANY PROMSVYAZBANK |
|
| 3 | Series Number: | 6 | |
| 4 | Specified Currency: | U.S. dollars | |
| 5 | Aggregate Nominal Amount of Notes admitted to Trading: |
U.S.\$400,000,000 | |
| 6 | Issue Price: | 100 per cent. of the aggregate principal amount of the Notes |
|
| 7 | (i) | Specified Denominations: | U.S.\$200,000 plus higher integral multiples of U.S.\$1,000 |
| (ii) | Calculation Amount: | Principal amount outstanding | |
| 8 | (i) | Issue Date: | 25 April 2012 |
| (ii) | Interest Commencement Date: | 25 April 2012 | |
| 9 | Maturity Date: | 25 April 2017 | |
| 10 | Interest Basis: | 8.500 per cent. Fixed Rate | |
| (further particulars specified below) | |||
| 11 | Redemption/Payment Basis: | Redemption at par | |
| 12 | Basis: | Change of Interest or Redemption/Payment | Not Applicable |
| 13 | (i) | Status of the Notes: | Senior Unsecured |
| (ii) | Status of the Loan: | Senior Unsecured | |
|---|---|---|---|
| 14 | Method of distribution: | Syndicated | |
| 15 | Financial Centres (Condition 7): | Luxembourg, New York, London | |
| PROVISIONS RELATING TO INTEREST PAYABLE UNDER THE NOTES | |||
| 16 | Fixed Rate Note Provisions: | Applicable | |
| (i) | Rate of Interest: | 8.500 per cent. per annum payable semi-annually in arrear |
|
| (ii) | Interest Payment Date(s): | 25 April and 25 October in each year, up to and including the Maturity Date, commencing on 25 October 2012 |
|
| (iii) | Fixed Coupon Amount (s): | Not Applicable | |
| (iv) | Broken Amount: | Not Applicable | |
| (v) | Day Count Fraction (Condition 5): | 30/360 | |
| (vi) | Determination Date(s) (Condition 5): | Not Applicable | |
| (vii) | Other terms relating to the method of calculating interest for Fixed Rate Notes: |
Not Applicable | |
| 17 | Floating Rate Note Provisions: | Not Applicable | |
| PROVISIONS RELATING TO REDEMPTION | |||
| 18 | Final Redemption Amount of each Note: | Par | |
| 19 | Early Redemption Amount(s) of each Note payable if the Loan should become repayable under the Loan Agreement prior to the Maturity Date: |
Par | |
| GENERAL PROVISIONS APPLICABLE TO THE NOTES | |||
| 20 | Put Option: | Not Applicable | |
| 21 | Form of the Notes: | Registered Notes | |
| 22 | Other final terms: | Not Applicable | |
| DISTRIBUTION | |||
| 23 | (i) | If syndicated, names of Managers: | Barclays Bank PLC, Citigroup Global Markets Limited, Credit Suisse Securities (Europe) Limited and Open Joint-Stock Company Promsvyazbank |
| (ii) | Stabilising (if any): | Citigroup Global Markets Limited | |
| 24 | If non-syndicated, name of Dealer: | Not Applicable | |
| 25 | Additional selling restrictions: | Not Applicable | |
| GENERAL |
| 26 | Additional steps that may only be taken following approval by an Extraordinary Resolution in accordance with Condition 10: |
Not Applicable |
|---|---|---|
| 27 | The aggregate principal amount of Notes issued has been translated into U.S. dollars: |
Not Applicable |
| (i) | Listing: | London |
|---|---|---|
| (ii) | Admission to trading: | Application has been made for the Notes to be admitted to trading on the London Stock Exchange plc's Regulated Market with effect from on or about 25 April 2012. |
| (iii) | Estimate of total expenses related to admission to trading: |
Approximately £4,000 |
Ratings: As at the date of this Pricing Term Sheet, the Notes have not been rated.
Save as discussed in "Subscription and Sale", in the Base Prospectus so far as the Issuer and the Borrower are aware, no person involved in the offer of the Notes has an interest material to the offer.
| (i) | Reasons for the offer: | The Issuer intends to use the proceeds of the Notes for the sole purpose of financing a loan to the Borrower. The Borrower will use the proceeds of the loan for general corporate purposes. |
|---|---|---|
| (ii) | Estimated net proceeds (after deduction for underwriting commissions and estimated transaction expenses): |
Approximately U.S.\$397,600,000 |
| The Issuer will receive gross proceeds of U.S.\$400,000,000, which it will use to fund a loan. Separately, the Issuer will pay fees and expenses payable in connection with the issue of the Notes. |
||
| (iii) | Estimated total expenses (including underwriting commissions and estimated transaction expenses): |
Approximately U.S.\$2,400,000 |
Indication of yield: 8.500 per cent. per annum calculated on a semi-annual basis
The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.
| Regulation S Notes: | |
|---|---|
| ISIN Code: | XS0775984213 |
| Common Code: | 077598421 |
| Rule 144A Notes: | |
| ISIN Code: | US69360UAB89 |
| Common Code: | 077608672 |
| CUSIP Code | 69360UAB8 |
| Any clearing system(s) other than Euroclear Bank SA/NV, Clearstream Banking société anonyme and DTC and the relevant identification number(s): |
Not Applicable |
| Delivery: | Regulation S Notes: Delivery versus payment |
| Rule 144A Notes: Delivery free of payment |
|
| Names and addresses of additional Paying Agent(s) (if any): |
Not Applicable |
It is expected that delivery of the Notes will be made against payment on the Notes on or about 25 April 2012, which will be five business days (as such term is used for purposes of Rule 15c6-1 of the U.S. Exchange Act of 1934, as amended (the "Exchange Act")) in the United States following the date of pricing of the Notes (this settlement cycle is being referred to as "T+5"). Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in three business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on the date hereof or the next succeeding business day will be required to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to make such trades should consult their own advisers.
The Notes and the corresponding Loan have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or any state securities law, and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable state securities laws. In the United States, the Offer is being made only to qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act ("Rule 144A") that are qualified purchasers ("QPs") (as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended) in reliance on Rule 144A or another available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Outside the United States, the Offer is being made to non U.S. persons in offshore transactions in accordance with Regulation S under the Securities Act. Prospective purchasers are hereby notified that the sellers or issuers of the Notes may be relying on the exemption from the registration requirements of the Securities Act provided by Rule 144A of the Securities Act or another available exemption from registration. For a description of these and certain further restrictions on offers, sales and transfers of the Notes and the distribution of the Base Prospectus and this document, see "Transfer Restrictions" and "Subscription and Sale" in the Base Prospectus.
The distribution of this Pricing Term Sheet and the Base Prospectus in certain jurisdictions may be restricted by law and therefore persons into whose possession this pricing notification comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions could result in a violation of the laws of such jurisdiction. In addition, this pricing notification may only be distributed in the United States to persons reasonably believed to be QIBs that are QPs.
This Pricing Term Sheet is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as "relevant persons"). The Notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Notes will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this release or any of its contents.
This release is an advertisement and is not a prospectus for the purposes of Directive 2003/71/EC (such directive, together with any applicable implementing measures in the United Kingdom under such Directive, the "Prospectus Directive"). Investors should not subscribe for any Notes referred to in this document except on the basis of information contained in the Base Prospectus.
Certain foreign securities (such as the Notes) may not be "offered in any form and by any means, including by means of advertising" to the public (i.e., to an unlimited circle of persons) or to entities/persons who are not "qualified investors" within the meaning of Federal Law No. 39-FZ "On the Securities Market" dated 22 April 1996 (as amended) in the Russian Federation, unless certain procedures (which, inter alia, may include registration of the Russian securities prospectus (prospect tsennikh bumag) in respect of the Notes with the Federal Service for Financial Markets) are properly fulfilled. Neither the issue of the Notes, nor a Russian securities prospectus (prospect tsennikh bumag) in respect of the Notes, has been registered or is intended to be registered with the Federal Service for Financial Markets. Accordingly, no advertising in relation to, and no offer to an unlimited circle of persons of, the Notes can be made in the Russian Federation.
The information contained herein is not an offer, advertisement, or invitation to make offers, sell, exchange or otherwise transfer the Notes in the Russian Federation or to, or for the benefit of, any persons (including legal entities) resident, incorporated, established or having their usual residence in the Russian Federation, or to any person located within the territory of the Russian Federation, unless and to the extent otherwise permitted under Russian law.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.