Company name OFCB Capital Plc
Headline Write Down Measure Notice

RNS Number : 1647V
OFCB Capital Plc
31 October 2017

Company name             OFCB Capital plc

Headline                       Write Down Measure Notice




 31 October 2017

OFCB Capital plc


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").

The Issuer refers to the announcement dated 5 October 2017 relating to the Write Down Event Notice received from the Borrower. The Write Down Event Notice specified that (i) on 26 September 2017 the Common Equity Tier 1 Capital Ratio of the Borrower was less than 2 per cent. and (ii) the Write Down Measure Effective Date will be 8 November 2017. Pursuant to Clause 12.2(b) of the Subordinated Loan Agreement, the Borrower is obliged to send, publish or make available on its website (at the Write Down Measure Notice no later than five Business Days prior to the Write Down Measure Effective Date.

On 31 October 2017 the Issuer has received the Write Down Measure Notice (the "Notice") from the Borrower pursuant to the terms 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. In the Notice:


1.         the Borrower notified the Issuer that the Write Down Event is continuing on the Write Down Measure Effective Date:


2.         the Borrower shall in accordance with the conditions of the Subordinated Loan Agreement:

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

(ii)        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.    

The Borrower confirmed that undistributed profit, reserve fund and other sources of the Borrower's Common Equity Tier 1 Capital have been exhausted in full to absorb losses of the Borrower.

3.         The Borrower has determined the Interest Calculation Amount and the Principal Write Down Amount and its determination is as follows:

a)         the Interest Cancellation Amount is the amount of interest for the period beginning on (and including) 17 June 2017 and ending on (but excluding) 14 September 2017 and shall be USD 7,333,333.33 on the Write Down Measure Effective Date;

b)         the Principal Write Down Amount: is USD 300,000,000.00 (Three hundred million US dollars).

4.         The Borrower stated that in accordance with part 4 of the article 25.1 the Federal Law dd 09.12.1990 No.395-1 "On Banks and Banking Activities" ("Banking Law") in the event of a reduction in the capital adequacy ratio of the credit institution below the level determined in the Bank of Russia's regulation for the termination (exchange, conversion) of the subordinated loan (deposit, credit, bond) as well as a participation plan of the Bank of Russia for the implementation of bankruptcy preventive measures is approved by the Board of Directors of the Bank of Russia, and taking into consideration the provisions of subclause 2 of the item 12 of the article 189.49 of the Federal Law "On Insolvency (Bankruptcy)" the obligations of the credit organization to repay the principal amount of a loan under a subordinated loan agreement (deposit, loan) and any amounts of penalties are terminated in the amount necessary to restore the own funds (capital) adequacy ratio of the specified level or the levels of own funds (capital) adequacy ratios established by the Bank of Russia in accordance with the Federal law "On the Central Bank of the Russian Federation (the Bank of Russia)", accordingly the unpaid interest on such loans (deposits, credits, bonds) shall not be repaid and does not accumulate.

On 15 September 2017, the Board of Directors of the Bank of Russia has approved a plan of its participation in the implementation of measures to prevent the Borrower's bankruptcy in accordance with the press-release published on the official web-site of the Bank of Russia.  As of 15 September 2017 the accrual of any interest was terminated.

5.         The Borrower confirmed that Other Parity Write Down Instruments of the Borrower are subject to write down in full as well.

6.         Any interest payment that has been cancelled in accordance with Clause 12 of the Subordinated Loan Agreement, shall not accumulate or be payable at any time thereafter, including where the relevant Write Down Event is no longer continuing. No interest or penalties shall accrue from the Write Down Event Date as long as a Write Down Event is continuing.

7.         Notwithstanding any other provision of the Subordinated Loan Agreement, an Interest Cancellation or a Principal Write Down under Clause 12 of the Subordinated Loan Agreement shall not:


(i)    give the Lender any right to demand early repayment of the Subordinated Loan;


(ii)   constitute a default by the Borrower under the Subordinated Loan Agreement; or

(iii)   oblige the Borrower to indemnify the Lender in accordance with Clause 18.2 (Borrower's Indemnity) of the Subordinated Loan Agreement.

8.         From the Write Down Event Date, the Borrower shall not make any payments of interest or repay any portion of the outstanding principal amount of the Subordinated Loan, and no interest shall accrue on such unpaid amounts.

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.




The Directors

OFCB Capital P.L.C.

2 Grand Canal Square

Grand Canal Harbour

Dublin 2









This announcement has been issued through the Companies Announcement Service of

the Irish Stock Exchange.


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