2.1. A brief description of the event (action), the occurrence (fulfillment) of which, in the issuer's opinion, affects the value of its securities:
Adoption by the issuer of a deadline for submitting offers on exchange-traded bonds with uncertified interest-bearing non-convertible ones with centralized accounting for the rights of 001P-03 series of MOESK PJSC (Hereinafter referred to as the Commercial Papers) placed within the framework of the Commercial Papers Program, which has identification number 4-65116-D-001P-02E dated 08.02.2017 (hereinafter referred to as the Commercial Papers Program), the identification number of the issue and the international code (number) identification of securities (ISIN):
not assigned as of the date of disclosure.
2.2. If the relevant event (action) is related to a third party or is associated with it - the full company name (for non-profit organizations - the name), location, TIN (if applicable), OGRN (if applicable) or last name, first name, patronymic ( if there is) of such a person:
It is not possible to provide information, the information affects potential purchasers of the Exchange-traded bonds of MOESK PJSC.
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 associated with such decision - the name of the authorized management body, the date of adoption and the content of the decision, the date of drafting and the number of the minutes of the meeting (session) of the authorized management body in case, if the decision is made by the collegial management body of the relevant person:
the decision was made by the General Director of MOESK PJSC on 16.07.2020. (Order of 16.07.2020 №731).
Content of the decision 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 17.07.2020 and ends at 15:00 on 17.07.2020.
"16" July 2020.
Concerning:
Participation in the placement of Exchange-traded bonds of the Moscow United Electric Grid Company Public Joint Stock Company series 001P-03.
ATTENTION:
YOU SHOULD READ THE FOLLOWING INFORMATION BEFORE HOW TO TAKE ANY ACTION.
This notice applies to the information below and to issuing documents posted on the Internet at:
http://www.e-disclosure.ru/portal/company.aspx?id=5563 (hereinafter collectively "Documents"), and you you must carefully read the terms of this message before you take any action in connection with 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 VTB Capital Joint-Stock Company , nor Sberbank CIB Joint-Stock Company, nor Moscow United Electric Grid Company Public Joint-Stock 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).
(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-03 of the Moscow United Electric Grid Company Public Joint-Stock 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” JSC), CREDIT BANK OF MOSCOW Public Joint Stock Company (Hereinafter CREDIT BANK OF MOSCOW PJSC), Sovcombank Public Joint Stock Company (hereinafter Sovcombank PJSC) act as organizers of the placement (hereinafter referred to as the" Organizers"). 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 22.07.2020, 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 17.07.2020 ("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 ed with its . The takeover bid can't 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 Statement 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 OFFER MEANS THE CONCLUSION OF A PRELIMINARY AGREEMENT BETWEEN YOU AND THE ISSUER (THE "PRELIMINARY AGREEMENT"), UNDER WHICH YOU AND THE ISSUER UNDERTAKE TO CONCLUDE IN START DATE OF PLACING EXCHANGE-TRADED BONDS OF THE UNDERLYING CONTRACT OF PURCHASE AND SALE OF EXCHANGE-TRADED BONDS (HEREINAFTER THE "MAIN CONTRACT") ON THE FOLLOWING TERMS:
THE ISSUER UNDERTAKES TO SELL YOU, AND YOU AGREE TO PURCHASE FROM THE ISSUER (OR THE ISSUER ASSIGNED BY A COMMISSION AGENT, ATTORNEY OR OTHER AGENT) AND PAY FOR EXCHANGE-TRADED BONDS IN QUANTITY, AT THE PLACEMENT PRICE AND WITH THE COUPON RATE, SPECIFIED IN THE ACCEPTANCE STATEMENT THE NUMBER OF EXCHANGE BONDS SPECIFIED IN THE ACCEPTANCE STATEMENT 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 with the above conditions and the procedure for participation in the placement of Exchange-traded bonds, you can send the Purchase Offer to Bank GPB (JSC) by e-mail:
Syndicate@gazprombank.ru debt_syndicate@sberbank-cib.ru (to the attention of Semen Odintsov, Natalya Pashenkova ) by duplicating the Purchase Offer by e-mail at:
bonds@vtbcapital.com, debt_syndicate@sberbank-cib.ru, guseinov@mkb.ru, MaryushkinAA@sovcombank.ru, SimaginMA@sovcombank.ru.
Sincerely yours,
Moscow United Electric Grid Company Public Joint-Stock Company.
[ON THE INVESTOR BLANK].
GPB Bank (JSC).
119049, Moscow, Koroviy Val st. 7 Attention:
Semena Odintsova, Natalia Pashenkova .
E-mail:
Syndicate@gazprombank.ru.
Copy at.
VTB Capital JSC .
Attention to Ilya Buchkovsky.
e-mail:
bonds@vtbcapital.com.
Sberbank KIB JSC.
Attention:
Maxim Vashlaev, Arthur Plaude .
E-mail:
debt_syndicate@sberbank-cib.ru.
Sovcombank PJSC.
Attention:
Andrey Maryushkin, Maxim Simagin E-mail:
MaryushkinAA@sovcombank.ru, SimaginMA@sovcombank.ru.
CREDIT BANK OF MOSCOW PJSC Attention:
Mansur Guseinov.
E-mail:
guseinov@mkb.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 MOESK PJSC (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 22.07.2020 inclusive.
Please send a Statement of acceptance of this offer to the following coordinates:
for transmission by e-mail:
[specify the email address of the responsible employee of your office].
Sincerely yours,
_________________.
Name:
Position:
(if the person acts by proxy, please specify the document details).
Place for the stamp.
___________________.
*this amount does not include the costs associated with the purchase of Exchange Bonds and settlements.
2.4. If the relevant event (action) is related or may have a significant impact on the value of certain securities of the issuer - the type, category (type) and other identification features of such securities of the issuer:
exchange-traded bonds, uncertified interest-bearing non-convertible with a centralized accounting of rights, series 001P -03 MOESK PJSC, within the framework of the Bond Program (identification number of the Bond Program 4-65116-D-001P-02E dated 08/02/2017) identification number of the issue and international code (number) of identification of securities (ISIN):
as of the date disclosure not assigned.
2.5. The date of occurrence of the relevant event (performance of the action), and if the relevant event occurs in relation to a third party (the relevant action is performed by a third party) - also, the date when the Issuer learned about the occurrence of the specified event (performance of the specified action):
16.07.2020.
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