2.1. The brief description of the event (action), the occurrence (commission) of which, in the opinion of the issuer, affects the value of its securities:
The Issuer's decision on the term for sending exchange bonds offers by uncertificated documentary interest bearing non-convertible with centralized consideration of the rights of series 001P-02 of PJSC MOESK (hereinafter referred to as the Exchange bonds), placed under the Exchange Bonds Program with the identification number 4-65116-D-001P-02E dated 08.02.2017 (hereinafter referred to as the Exchange Bond Program), Issuance Identification number and International Securities Identification Code (ISIN):
is not assigned on the date of disclosure.
2.2. In the event of the relevant event (action) is relevant to or thereto related to a third party- the full corporate name (for non-profit organizations- name), location, Taxpayer ID (if applicable), OGRN code (if applicable) or surname, name, middle name (if any) of such individual:
To give information is turn to be impossible, because such information affects on the potential buyers of PJSC MOESK exchange bonds.
2.3. In case if the relevant event (action) is related to the decision taken by the authorized management body of the issuer or a third party, or is connected with such decision- the name of the authorized management body, the date of adoption and the content of the decision taken, the date of drafting and the number of the minutes of the meeting (proceedings) of the authorized management body in case, if the decision is made by the collegial management body of the individual concerned:
The decision was made by the Issuer's Sole Executive Body - Acting General Director of PJSC MOESK on February 17, 2020 (Order No. 181 dated February 17, 2020).
Content of the descision made:
Establish that the placing of the Exchange Bonds is affected by forming a book of orders- collecting the address bids on the part of the buyers for the purchase of the Exchange Bonds at a fixed price and the coupon rate for the first coupon period, In accordance with the procedure and conditions prescribed by the Programme of Exchange Bonds of the series 001P.
To establish that offers with a proposal to conclude Preliminary contracts, as defined in the Exchange Bonds Program of series 001P, should be sent to Gazprombank (Joint-Stock Company).
To establish that the period for sending offers from potential buyers for concluding Preliminary contracts with potential buyers of Exchange bonds containing the obligation to conclude the basic contracts for the purchase and sale of Exchange bonds placement begins at 11:00 on February 18, 2020 and ends at 15:00 on February 18, 2020.
February 17, 2020.
With regard to:
Participation in the placement of Exchange bonds of the 001P-02 series of the Public Joint-Stock Company "Moscow United Electric Grid Company".
ATTENTION:
YOU SHOULD READ THE FOLLOWING INFORMATION BEFORE TAKING ANY ACTION.
This statement applies to the information below and to the emission documents posted on the Internet at:
http://www.e-disclosure.ru/portal/company.aspx?id=5563 (hereinafter referred to as the Documents) and you should read the provisions of this statement carefully before you take any actions on such Documents. When you review and take any action on the Documents, you agree to comply with the following terms and conditions, including any changes to such terms that may be obtained from us as a result of your review of the Documents.
THIS STATEMENT AND DOCUMENTS SUBMITTED TO YOUR ATTENTION ARE NOT AN OFFER TO SELL ANY SECURITIES AND ARE NOT INTENDED TO BE MADE AVAILABLE TO INDIVIDUALS LOCATED IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN.
THIS STATEMENT AND DOCUMENTS MAY NOT BE SENT OR DISTRIBUTED EXCEPT IN THE MANNER INDICATED BELOW AND MAY NOT BE REPRODUCED IN ANY WAY.
Neither Gazprombank (Joint-Stock Company) nor Joint-Stock Company VTB Capital, nor Joint-Stock Company "Sberbank CIB", nor Public Joint-Stock Company "Moscow United Electric Grid Company" (hereinafter referred to as the Issuer) hereby make proposals for the sale of any securities and do not carry out actions aimed at obtaining a proposal for the purchase of any securities in respect of any individuals in any jurisdiction. This statement and the Documents submitted to your attention may not be used for or in connection with the preparation of any statement in any jurisdiction or under any circumstances in which such statement is deemed inadmissible or illegal. The Issuer shall require each individual who has access to this statement and Documents to examine and comply with such restrictions. The Documents submitted for your review are for informational purposes only and are not an advertisement or offer to sell any securities in any country.
Any securities of the Issuer may not be offered for sale or sold in the United States of America without registration or exemption from registration in accordance with the US Securities Act of 1933 (as amended).
This statement and Documents are intended solely for:
(I) Individuals outside the UK or (ii) professional investors subject to Article 19(5) Of The Financial Assistance (Financial Assistance) order 2005 under the Financial Services and Financial Markets Act 2000 (hereinafter referred to as "The Order"), or (iii) legal or other individuals with substantial net capital, To which such statement and documents may legitimately be sent, subject to articles 49(2)(a) to 49(2)(d) Of The Order (all such Individuals are referred together as "Persons concerned"). Any securities may be acquired, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities may only be accepted by such Individuals. Any other individual who is not the Individual Concerned may not act in connection with, or otherwise rely on, this statement and the documents or any information contained therein.
Any public offer of securities that may be deemed to have been made on the basis of the submission of this statement and Documents in any member State of the European Community that has accepted Directive 2003/71/EU (together with any additional procedures for its application in such member State, hereinafter referred to as the "Prospectus Directive"), Addressed exclusively to qualified investors of this member state in the meaning defined by the Prospectus Directive.
This statement and the documents are not a prospectus of the issue for the purpose of their interpretation in accordance with the procedures for the application of the Prospectus Directive and other applicable law. This statement and documents, as well as the prospectus prepared in connection with the placement of the issuer's securities, may not be distributed in any country where such distribution requires compliance with additional requirements or violates the legislation of such country.
OWNERSHIP OF STOCK OR OTHER FINANCIAL INSTRUMENTS IS ALWAYS RISKY.
This statement is for informational purposes only and contains very limited information about investment in the securities of the Issuer. Such investment should be preceded by a balanced decision based, among other things, on 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.
Honourable Investor,.
We hereby inform you of the ability to participate in the placement of stock exchange bonds of non-documentary interest non-convertible with the centralized consideration of the rights of the series 001P-02 of the Public Joint-Stock Company "Moscow United Electric Grid Company" (hereinafter - the Issuer). Gazprombank (Joint-Stock Company) (hereinafter - Gazprombank), VTB Capital Joint Stock Company (hereinafter - VTB Capital), Sberbank KIB Joint Stock Company (hereinafter - Sberbank KIB), act as organizers of the placement (hereinafter - the Initiators). This statement is an offer to make offers and is not an offer.
Moscow Stock Exchange PJSC on 08.02.2017 assigned the Exchange Bond Program ID number 4-65116-D-001P-02E. The identification number of the Exchange Bond Program does not mean that the actual information presented in the issue documents is accurate and reliable.
Placement of Individual issue stock Exchange Bonds under the Exchange bond program ID number 4-65116-D-001P-02E of 08.02.2017 will occur through the purchase and sale of Exchange bonds in Moscow Stock Exchange PJSC. The placement of Exchange bonds is planned as of February 21, 2020, but may take place on another date. The final date of the placement start shall be established (determined) in accordance with the Exchange Bonds Program and the Securities Prospectus (hereinafter - Securities Documents). Exchange bonds can only be paid in cash.
You can participate in the placement by making the following offer to conclude a preliminary contract for your purchase of Exchange Bonds (hereinafter - Takeover bid) in the form set out in the Annex to this statement, indicating the maximum total amount in rubles of the Russian Federation, 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.
The takeover bid is your offer to conclude a preliminary contract (as defined below).
For the purpose of meeting the requirements for the placement of stock Exchange Bonds, the organizers shall only consider those Purchase Proposals that have been properly formulated and signed and have been received in accordance with the procedure and conditions set forth in this statement.
Stacking Order and Handling Accounts.
If you decide to participate in the placement of Exchange Bonds, please confirm your agreement with the terms and conditions of placement of Exchange Bonds set forth in the Emission Documents and this statement by delivery to Gazprombank (with courier or by e-mail) to the address below properly compiled and signed Purchase Proposals not later than 15:00 Moscow time on February 18, 2020 ("Closing Time of the Book"). At the same time, the takeover bid, sent by a legal entity, must be executed on the form of such legal entity, signed by an authorized person and sealed with its seal. The takeover bid cant be withdraw after the occurrence of Closing Time of the Book.
In order to avoid misunderstanding and any doubts, we especially draw your attention to the fact that the receipt by the Organizers of your Purchase Proposal does not mean that it will be accepted. Neither the Issuer nor the organizers accept any obligations or guarantees and undertakes any representation or warranty that your takeover bid will be accepted in whole, or in part.
Once the rate of the first coupon on Exchange Bonds has been determined, Issuer will decide whether to accept or reject your offer to purchase. Only if a decision is made to accept your Purchase Proposal, Gazprombank, acting as an attorney on behalf of and at the expense of the Issuer, or as a Commission on its own behalf and at the expense of the Issuer, will send you (with the courier or to the e-mail address) a written notice of acceptance (hereinafter - the Acceptance Notice) of your Purchase Proposal or to the e-mail address specified in your Purchase Proposal. If you send an e-mail notification of acceptance, it is deemed to have been received by you at the time of its submission. If the Issuer decides to reject your takeover bid, or if the Issuer does not consider your Purchase Proposal, or no decision will be made on it, the organizers will not notify you of it. However, the fact that you will not receive such notice does not mean that your takeover bid has been accepted (silence is not an acceptance).
ATTENTION! ACCEPTANCE OF YOUR PURCHASE PROPOSAL MEANS THE CONCLUSION BETWEEN YOU AND THE ISSUER OF THE PRELIMINARY CONTRACT ("PRELIMINARY CONTRACT"), ACCORDING TO WHICH YOU AND THE ISSUER AGREE TO CONCLUDE ON THE DATE OF COMMENCEMENT OF PLACEMENT OF EXCHANGE BONDS THE BASIC CONTRACT OF PURCHASE AND SALE OF EXCHANGE BONDS ("BASIC CONTRACT") ON THE FOLLOWING TERMS:
THE ISSUER UNDERTAKES TO SELL YOU, AND YOU AGREE TO PURCHASE FROM THE ISSUER (OR THE ISSUER-APPOINTED COMMISSION, CHARGE OR OTHER AGENT) AND PAY THE EXCHANGE BONDS IN THE AMOUNT, AT THE PRICE OF THE PLACEMENT AND WITH THE COUPON RATE SPECIFIED IN THE ACCEPTANCE NOTIFICATION. THE NUMBER OF EXCHANGE BONDS SPECIFIED IN THE ACCEPTANCE NOTIFICATION WILL DEPEND ON THE PLACEMENT PRICE, THE INTEREST RATE ON THE FIRST COUPON AND THE MARKET DEMAND FOR EXCHANGE BONDS. YOUR TAKEOVER BID MAY BE ACCEPTED IN WHOLE OR IN PART. IF YOUR TAKEOVER BID IS ACCEPTED IN PART, THE PRELIMINARY CONTRACT SHALL BE DEEMED CONCLUDED ONLY WITH RESPECT TO SUCH PART OF YOUR OFFER OF PURCHASE AS WILL BE INDICATED IN THE NOTICE OF ACCEPT1. THE PROCEDURE OF CONCLUSION OF THE MAIN CONTRACT (THE ORDER OF PLACEMENT OF EXCHANGE BONDS), THE DATE OF COMMENCEMENT OF PLACEMENT OF EXCHANGE BONDS, THE PRICE OF PLACEMENT, THE RATE OF THE FIRST COUPON ON EXCHANGE BONDS AND THE PROCEDURE OF SETTLEMENTS ARE ESTABLISHED (DETERMINED) IN ACCORDANCE WITH EMISSION DOCUMENTS.
1 The Acceptance Notice will specify the amount of Exchange Bonds calculated on the basis of the placement price, as well as the corresponding portion of the amount of money specified in your Purchase Proposal as the maximum amount of money for which you are ready to buy Exchange Bonds.
This statement, takeover bid, and Acceptance Notice (if any) constitute an integral part of the Pre-Release Contract.
All disputes related to the conclusion of the Preliminary contract, its validity and execution are resolved in the Arbitration Court of Moscow.
If you agree to the above terms and conditions and the procedure for participation in the placement of Exchange bonds, you can send the takeover bid with the courier to Gazprombank with an address at:
119049, Off. 7, Koroviy Val St., Moscow (To the attention of Semyon Odintsov, Natalia Pashenkova), having duplicated The Takeover bid by email at:
Syndicate@gazprombank.ru, bonds@vtbcapital.com, debt_syndicate@sberbank-cib.ru, followed by the obligatory sending of the original Proposal of the courier purchase to the Gazprombank office at the following address:
119049, Off. 7, Koroviy Val St., Moscow (To the attention of Semyon Odintsov).
Sincerely yours,
Public Joint-Stock Company "Moscow United Electric Grid Company".
[ON THE INVESTOR BLANK].
GPB Bank (JSC).
119049, Off. 7, Koroviy Val St., Moscow .
To the attention of:
Semyon Odintsov, Natalya Pashenkova.
E-mail:
Syndicate@gazprombank.ru.
Copy at.
VTB Kapital SC .
To the attention of Ilya Buchkovskiy.
e-mail:
bonds@vtbcapital.com.
"Sberbank KIB" SC.
To the attention of:
Maxim Vashlaev, Artur Plaude.
E-mail:
debt_syndicate@sberbank-cib.ru.
PROPOSAL OFFER OF CONCLUSION PRE-RELEASE PURCHASE AND SALE CONTRACT.
We aware of terms and conditions the terms and conditions of participation in placement of non-documentary interest non-convertible securities under the centralized account of the rights of the 001P-02 series, placed through an open subscription under the bond program (Program ID number 4-65116-D-001P-02E dated 08.02.2017) (hereinafter referred to as the Exchange Bonds), as set out in the decision on issue of securities first part (Bonds Program) And Prospectus of securities PJSC MOESK (hereinafter referred to as the Issuer).
Having carefully analyzed the financial, economic, legal and other risks and consequences of acquiring and owning Stock Exchange Bonds, we hereby undertake to conclude on the date of commencement of placement of Exchange Bonds the basic contracts of purchase and sale on acquisition of Exchange Bonds from the Issuer in accordance with the decision on issue of securities the first part (Bonds Program) and Securities Prospectus on the following conditions:
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The maximum amount for which we are ready to buy Exchange Bonds (in rubles)*
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Minimum coupon rate for the first coupon period on Exchange Bonds (in % per annum)
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[please, specify]
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[please, specify]
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.
This offer is valid until February 21, 2020 inclusive.
Please send a notice of acceptance of this offer at the following coordinates:
for delivery by courier:
[Please specify your office address], for email transmission:
[Please specify the email address of the responsible person in your office].
Sincerely yours,
_________________.
Name:
Position:
(if the person acts by proxy, please specify the document details).
SEAL.
___________________.
*this amount does not include the costs associated with the purchase of Exchange Bonds and settlements.
2.4. In the event that the relevant event (action) is relevant or can have a significant impact on the value of certain issuer's securities- the type, category (type) and other identification signs of such issuer's securities:
Exchange Bonds non-documentary interest-free, non-convertible with a centralized view of the rights of the 001P-02 series of PJSC MOESK, within the framework of the bond program (the ID number of the bond program 4-65116-D-001P-02E of 08.02.2017), the issue identification number and the international code (number) of securities identification (ISIN):
is not assigned on the date of disclosure.
2.5. The date of occurrence of the relevant event (action), and if the corresponding event occurs in relation to a third party (the corresponding action is performed by a third party) - the date on which the issuer has learned about the occurrence of the specified event (the commission of the specified action):
February 17, 2020.
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