Company name OFCB Capital Plc
Headline Notice to Noteholders


RNS Number : 8578S
OFCB Capital Plc
05 October 2017
 

Company name             OFCB Capital P.L.C.

Headline                       Write Down Event Notice

 

COMPANY ANNOUNCEMENT

5  October 2017

OFCB Capital D.A.C.

For immediate release.

U.S.$300,000,000 10 per cent. Loan Participation Notes due 2019 (XS0940730228/  US65537XAD49) issued by, but with limited recourse to, OFCB CAPITAL P.L.C. (the "Issuer") for the sole purpose of financing a subordinated loan to Public-Joint Stock Company "Bank Otkritie Financial Corporation" (formerly Open Joint-Stock Company "NOMOS-BANK") (the "Borrower").

We hereby notify you that on 29 September 2017, the Borrower delivered to the Issuer a Write Down Event Notice (the "Notice") for the purposes of the Subordinated Loan Agreement dated 14 December 2012 as amended by the Amendment Agreement dated 19 August 2014 between the Issuer and the Borrower (the "Subordinated Loan Agreement"). Terms not otherwise defined herein shall have the meanings given to them in the Subordinated Loan Agreement.

 

1.   In the Notice, the Borrower notified the Issuer that:

 

a)   on 26 September 2017 the Common Equity Tier 1 Capital Ratio of the Borrower was less than 2 per cent which means that a Write Down Event occurred on 26 September 2017 (the "Write Down Event Date");

b)   the Write Down Measure Effective Date will occur on 8 November 2017 (the 30th Business Day in Moscow after the related Write Down Event Date).

The Central Bank of Russia's press-release regarding the Common Equity Tier 1 Capital Ratio decrease can be found at the following link:

http://cbr.ru/press/pr/?file=26092017_212920ik2017-09-26T21_22_29.htm

2.   In accordance with the Clause 12 of the Subordinated Loan Agreement if a Write Down Event has occurred and is continuing on the Write Down Measure Effective Date the following consequences arise:

a)   accrued and unpaid interest payable in respect of the Subordinated Loan shall not be paid and shall not accumulate as a result of the full or partial termination of the Borrower's obligations under the Subordinated Loan Agreement to pay the amounts of accrued and unpaid interest under the Subordinated Loan (such measure being an "Interest Cancellation Measure" or an "Interest Cancellation", and "cancelled" being construed accordingly); and

 

b)   the Borrower's obligations under the Subordinated Loan Agreement to repay the principal amount of the Subordinated Loan shall be terminated in full or in part (such termination being a "Principal Write Down Measure" or a "Principal Write Down", and "written down" being construed accordingly). 

 

3.   In order to comply with Clause 12.1.1 of the Subordinated Loan Agreement, if a Write Down Event is continuing on the Write Down Measure Effective Date, the Borrower shall (irrespective of whether the Borrower has incurred any losses) on the Write Down Measure Effective Date:

 

a)   firstly, cancel the Interest Cancellation Amount for the purposes of the Interest Cancellation Measure;

 

b)   secondly, write down the outstanding principal amount of the Subordinated Loan by the Principal Write Down Amount for the purposes of the Principal Write Down Measure (if applicable).

 

4.   If a Write Down Event has occurred as a result of any losses incurred by the Borrower, a Write Down Measure may only be applied after undistributed profit, reserve fund and other sources of the Borrower's Common Equity Tier 1 Capital have been exhausted to absorb losses of the Borrower.

 

5.   Subject to Clause 12 of the Subordinated Loan Agreement, the Borrower shall determine the Interest Cancellation Amount and the Principal Write Down Amount in its sole discretion and shall set out its determination thereof in the Write Down Measure Notice together with the then remaining outstanding principal amount of the Subordinated Loan (if any) and the then remaining accrued but unpaid interest (if any) following the relevant Interest Cancellation and/or Principal Write Down in accordance with  Clause 12 of the Subordinated Loan Agreement. The Borrower's determination of the Interest Cancellation Amount and the Principal Write Down Amount shall in the absence of fraud or manifest error be binding on all parties. 

 

6.   Pursuant to the Subordinated Loan Agreement, the Borrower shall send, publish or make available on its website (at www.open.ru), as applicable, no later than:

 

a)   two Business Days after the Write Down Event Date, the Write Down Event Notice; and

 

b)   five Business Days prior to the relevant Write Down Measure Effective Date, the Write Down Measure Notice.

7.        Pursuant to Clause 6.7 of the Terms and Conditions of the Notes, from and including any date on which the principal amount of the Subordinated Loan is reduced pursuant to Clause 12 (Write Down) of the Subordinated Loan Agreement, the principal amount of each of the Notes shall automatically be reduced in a proportion equal to the proportion by which the principal amount of the Loan was so reduced without any payment being made to Noteholders in respect thereof, which proportion of principal shall cease to be payable to Noteholders and shall not accrue any further interest.

This announcement is released by the Issuer and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), encompassing information relating to the Notes described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by the Directors of OFCB Capital P.L.C.

Given by the Issuer.

 

Enquiries:

 

The Directors

OFCB Capital P.L.C.

2 Grand Canal Square

Grand Canal Harbour

Dublin 2

Ireland

 

Email:    ClientOperations@capitaifs.com

 

This announcement has been issued through the Companies Announcement Service of

the Irish Stock Exchange.


This information is provided by RNS
The company news service from the London Stock Exchange
 
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