Сообщение о существенном факте «Об иных событиях (действиях), оказывающих, по мнению эмитента, существенное влияние на стоимость или котировки его ценных бумаг»
1. Общие сведения
1.1. Полное фирменное наименование (для коммерческой организации) или наименование (для некоммерческой организации) эмитента Общество с ограниченной ответственностью «Хоум Кредит энд Финанс Банк»
1.2. Адрес эмитента, указанный в едином государственном реестре юридических лиц: 125124, Москва, улица Правды, дом 8, корпус 1
1.3. Основной государственный регистрационный номер (ОГРН) эмитента (при наличии): 1027700280937
1.4. Идентификационный номер налогоплательщика (ИНН) эмитента (при наличии): 7735057951
1.5. Уникальный код эмитента, присвоенный Банком России: 00316В
1.6. Адрес страницы в сети «Интернет», используемой эмитентом для раскрытия информации: www.e-disclosure.ru/portal/company.aspx?id=4644
1.7. Дата наступления события (существенного факта), о котором составлено сообщение (если применимо) 13.08.2024
2. Содержание сообщения
2. Message content
«NOTICE OF CONSENT SOLICITATION AND TENDER OFFER AND RESPECTIVE MEETING»
2.1 A brief description of an event (action), the occurrence (performance) of which, in the issuer's opinion, affects the value or quotations of its securities: disclosure of information sent (submitted) by the issuer to the body (organization) regulating the foreign securities market, foreign trade organizer and (or) other organizations in accordance with foreign law for the purposes of its disclosure to foreign investors: press release:
THIS NOTICE IS NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS NOTICE
THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE NOTEHOLDERS AND REQUIRES THEIR IMMEDIATE ATTENTION. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUIRED TO EXPEDITE TRANSMISSION HEREOF TO THE NOTHOLDERS BEING BENEFICIAL OWNERS OF THE NOTES IN A TIMELY MANNER. IF NOTEHOLDER OR BENEFICIAL OWNERS OF THE NOTES ARE IN ANY DOUBT AS TO THE MATTERS REFERRED TO IN THIS NOTICE, THEY SHOULD CONSULT THEIR STOCKBROKER, LAWYER, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER WITHOUT DELAY
13 August 2024
HOME CREDIT & FINANCE BANK LIMITED LIABILITY COMPANY
(the "Bank")
CONSENT SOLICITATION AND TENDER OFFER AND MEETING
On 13 August 2024, the Bank announces the solicitation of consents of the Noteholders of the Series 4 U.S.$200,000,000 8.800 per cent. perpetual callable loan participation notes (the "Notes") issued by, but with limited recourse to, Eurasia Capital S.A. (the "Issuer") for the purpose of financing the corresponding subordinated loan to the Bank, and the tender offer (Regulation S ISIN: XS2075963293).
The Bank is soliciting consents of the Noteholders:
to consider and, if thought fit, pass an extraordinary resolution under the Notes (the "Extraordinary Resolution") in accordance with the provisions of Schedule 5 (Provisions for Meetings of The Noteholders) of the amended and restated principal trust deed dated 1 October 2013 between the Issuer and BNY Mellon Corporate Trustee Services Limited, as supplemented by the supplemental trust deed with respect to the Notes dated 7 November 2019 (the "Trust Deed") in order to approve the proposals (the "Proposals") set out in the Extraordinary Resolution (the "Consent Solicitation"); and
concurrently, to tender any or all Notes and all rights related thereto (the "Disposed Assets") for the purchase by (and transfer to) the Bank for the consideration in cash or in kind (the "Tender Offer" and, together with the Consent Solicitation, the "Offer"),
in each case as more particularly described in the tender and consent solicitation memorandum dated 13 August 2024 (the "Memorandum").
Terms defined in the Trust Deed or the Memorandum shall have the same meaning in this Notice unless the context requires otherwise.
1. General
Electronic copies of the Memorandum and a related Voting/Tender Instruction can be obtained via application to limited liability company "Legal Capital Investor Services" acting as tender, information and tabulation agent (the "Tender, Information and Tabulation Agent") at e-mail hcfb@lcpis.ru. A person requesting a copy of the Memorandum shall represent to the Tender, Information and Tabulation Agent that it is a Noteholder or is acting in the interests of such a Noteholder.
Together with Voting/Tender Instructions, Noteholders are required to provide to the Tender, Information and Tabulation Agent:
if the Noteholder wishes to participate in the Consent Solicitation only, a PDF copy of the Proof of Holding (in form and substance set out in the Memorandum) as of 27 August 2024 (the "Record Date") by e-mail at hcfb@lcpis.ru; and
in addition, if the Noteholder wishes to participate in the Tender Offer, then, in addition to the Proof of Holding referred to in paragraph (a) above, each of the Supporting Documents in form and substance satisfactory to the Bank and the Tender, Information and Tabulation Agent by delivering PDF copies of these Supporting Documents to the Tender, Information and Tabulation Agent by e-mail at hcfb@lcpis.ru prior to the Voting Deadline with subsequent delivery of these Supporting Documents in the forms set out in the Memorandum (and otherwise satisfactory to the Bank and the Tender, Information and Tabulation Agent) during normal working hours at the following address: Krivokolenniy lane, 10 bldg. 6, 101000, Moscow, Russia prior to 15 October 2024 (subject to the right of the Bank to postpone that date at any time in its discretion in accordance with the terms of the Memorandum, including (without limitation) in the circumstances when the Meeting is adjourned for lack of quorum).
Only Noteholders who hold the Notes as of the Record Date may submit a Voting/Tender Instruction.
A duly executed Voting/Tender Instruction shall bind the Noteholder executing that Voting/Tender Instruction, and any subsequent registered holder or transferee of the Notes to which such Voting/Tender Instruction relates. Voting/Tender Instructions submitted (or deemed to be submitted) are irrevocable and shall be taken into account at determining the votes at the adjourned Meeting (if any). Therefore, Voting/Tender Instructions may not be withdrawn by Noteholders, save where the Bank determines that such withdrawal is required by applicable laws or is otherwise approved by the Bank (acting in its sole discretion).
The submission (or the deemed submission) by a Noteholder of a Voting/Tender Instruction will automatically appoint an employee of the Tender, Information and Tabulation Agent as its proxy to attend the Meeting (and the adjourned Meeting) and to vote in respect of the Extraordinary Resolution in the manner specified in such Voting/Tender Instruction.
The Bank reserves the right, in its sole and absolute discretion, to waive any defects, irregularities or delays in connection with deliveries of Voting/Tender Instructions and related supporting documents.
In respect to the Tender Offer, in order for a Noteholder to be eligible to receive the Consideration, subject to the Offer Conditions and the terms of the Memorandum, the Noteholders shall validly tender the relevant Notes and the related Disposed Assets for purchase by (and transfer to) the Bank and concurrently consent to the Proposals on or prior to the Voting Deadline (subject to the right of the Bank (acting in its sole discretion) to extend the Voting Deadline in accordance with the terms of the Memorandum).
If all the Offer Conditions are met (or waived by the Bank acting in its sole discretion (to the extent capable of being waived)), the Bank will pay the Consideration to the respective Noteholders in respect of the relevant Notes and the related Disposed Assets tendered by them for purchase by (and transfer to) the Bank (and accepted by the Bank as such) on the Settlement Date (subject to the right of by the Bank (acting in its sole discretion) to postpone the Settlement Date in accordance with the terms of the Memorandum).
Cash Consideration with respect to each relevant Note and the Disposed Assets which relate to that Note, validly tendered for purchase by (and transfer to) the Bank (and accepted by the Bank as such) in accordance with the terms of the Memorandum is a Rouble equivalent (calculated by reference to the exchange rate of the Central Bank of Russia as of the date of the payment of the Cash Consideration) of the amount equal to thirty per cent. (30%) of the nominal principal amount of each such Note payable to an applicable account of the relevant Noteholder (and otherwise subject to the terms of the Memorandum).
Consideration-in-Kind with respect to each relevant Note and the Disposed Assets which relate to that Note, validly tendered for purchase by (and transfer to) the Bank (and accepted by the Bank as such) in accordance with the terms of the Memorandum is such amount of 7,600% T1 subordinated perpetual notes issued by the PJSC "Sovcombank" (ISIN: RU000A107B84, one such note having the original principal amount of U.S.$1,000) (the "Local Notes") which is required (as determined by the Bank) to ensure that (A) the aggregate amount of (i) the original principal amount of such Local Notes together with (ii) the amount of the accrued (but unpaid as of the Settlement Date) interest thereunder is equal to (B) the aggregate amount of (i) the original principal amount of each such Note validly tendered for purchase by (and transfer to) the Bank (and accepted by the Bank as such) in accordance with the terms of the Memorandum, together with (ii) the amount of the interest accrued thereunder up to (and including) the Settlement Date (but, in each case, unpaid as of the Settlement Date). Consideration-in-Kind is payable on the terms set out in the Memorandum.
2. Indicative timeline
The following table sets out the expected dates and times of the key events relating to the Offer. The times and dates below are indicative only and are subject to change in the sole discretion of the Bank or if the Meeting required to be adjourned.
i. Commencement of the Offer
This Notice is published and the Offer is announced.
The Memorandum is available upon request from the Tender, Information and Tabulation Agent.
13 August 2024
ii. Record Date
The date as of which the Noteholders eligible to submit Voting/Tender Instructions are determined.
27 August 2024
iii. Voting Deadline
The final deadline for the submission of Voting/Tender Instructions.
3 September 2024 2024 (3:00 p.m. (London time))
iv. Meeting
Meeting will be held in accordance with the provisions of Schedule 5 (Provisions for Meetings of the Noteholders) of the Trust Deed as further described in the Memorandum.
4 September 2024 March 2024 (3:00 p.m. (London time))
v. Announcement of Results
After the Meeting, Bank shall announce the results of the Meeting.
In the event that the Meeting is adjourned for lack of quorum or otherwise, the Bank intends to extend the Offer and postpone the Settlement Date and the Documents Delivery Longstop Date.
5 September 2024
vi. Settlement Date
Subject to the satisfaction of the Offer Conditions (unless waived (to the extent capable of being waived) by the Bank acting in its sole discretion), the Settlement Date occurs in respect of all Notes accepted by the Bank (acting in its sole discretion) for purchase by (and transfer to) the Bank.
25 October 2024
The Bank may, subject to applicable laws and the provisions of the Trust Deed, in its sole and absolute discretion, at any time:
extend the Voting Deadline or postpone the Settlement Date or the Documents Delivery Longstop Date (in which case all references above to the "Voting Deadline", the "Settlement Date" or the "Documents Delivery Longstop Date", as applicable, shall be deemed to be the references to such extended Voting Deadline, the postponed Settlement Date or the postponed Documents Delivery Longstop Date, as applicable);
otherwise extend, re-open and/or amend the Offer in any respect;
delay acceptance of or purchase/transfer of Notes and the related Disposed Assets tendered in the Tender Offer until the satisfaction of the respective Offer Conditions or (to the extent such Offer Conditions are capable of being waived) waiver of the Offer Conditions, including the approval of the Extraordinary Resolution at the Meeting, even if the respective Offer has expired; and/or
terminate the Offer, irrespective of the Voting/Tender Instructions delivered before the date of such termination.
The Bank will make an announcement in respect of any of the foregoing as soon as reasonably practicable after the relevant decision is made or, if applicable in the discretion of the Bank, will communicate it to a Noteholder by other means.
3. Requirements to participate in Meeting
In accordance with Schedule 5 (Provisions for Meetings of The Noteholders) of the Trust Deed and Condition 10 (Meeting of Noteholders; Modification of Notes; Trust Deed and relevant Loan Agreement; Waiver; Substitution of the Issuer; Appointment/Removal of Trustees) set out in that Trust Deed, the Extraordinary Resolution shall be passed at the Meeting duly convened and held in accordance with the Trust Deed.
The Meeting will be held via a video conference.
The Extraordinary Resolution contains certain Reserved Matters. Accordingly, to be passed, the Extraordinary Resolution must be passed at the Meeting by the affirmative votes of Noteholders represented (or deemed to be represented) by proxy and holding in aggregate a majority of least seventy five per cent. (75%) of the aggregate principal amount of the Notes held by the Noteholders who are so represented (or deemed to be represented) at the Meeting or the adjourned Meeting. The quorum required at the Meeting shall be one or more persons represented (or deemed to be represented) by proxies of Noteholders holding not less than two thirds of the aggregate principal amount of the Notes for the time being outstanding. If the Meeting is adjourned through want of quorum, the quorum required at such adjourned Meeting shall be one or more persons represented (or deemed to be represented) by proxies of Noteholders holding not less than one-half of the aggregate principal amount of the Notes for the time being outstanding.
If the Extraordinary Resolution is duly passed at the Meeting and subject to the CSM Conditions set out in the Memorandum being met, then the respective Proposals will become effective and binding on all the Noteholders, whether or not present or represented by proxy at the Meeting.
Unless otherwise stated, announcements in connection with the Offer will be made by publication, inter alia, on www.e-disclosure.ru and through a press release on the Bank’s website. Copies of all announcements, notices and press releases can be obtained from the Tender, Information and Tabulation Agent by e-mail at hcfb@lcpis.ru. Significant delays may be experienced where notices are delivered to the Clearing Systems and Noteholders are urged to contact the Tender, Information and Tabulation Agent by e-mail at hcfb@lcpis.ru for the relevant announcements during the Offer.
4. Disclaimers
None of the Bank, the Issuer, the Trustee, the Tender, Information and Tabulation Agent, and any director, officer, employee, agent or affiliate of any such person, is acting for any Noteholder, or will be responsible to any Noteholder for providing any protections which would be afforded to its clients or for providing advice in relation to the Offer, and accordingly none of the Bank, the Issuer, the Trustee, the Tender, Information and Tabulation Agent and any of its respective directors, officers, employees, affiliates, advisers or agents makes any recommendation as to whether Noteholders should participate in the Offer and/or consent to the Proposals, or refrain from taking any action in the Offer, and none of them has authorised any person to make any such recommendation. The Tender, Information and Tabulation Agent is the agent of the Bank and owes no duty to any Noteholder, save where any of the employees of the Tender, Information and Tabulation Agent is duly appointed by a Noteholder as proxy (or is deemed to be so appointed), in which case, in his/her capacity as proxy, such employee does not act as agent of the Bank. Neither the Issuer nor the Trustee has reviewed or approved, or will review or approve, any documents relating to the Offer.
This Notice is for informational purposes only. The Extraordinary Resolution is sought only in such jurisdictions as is permitted under applicable law.
The Noteholders should thoroughly consider the "Risk Factors and Other Considerations" section in the Memorandum.
5. Contact details
Questions and requests concerning the Offer, including the delivery of a Voting/Tender Instruction, may be directed to the Tender, Information and Tabulation Agent via e-mail at hcfb@lcpis.ru. All documentation relating to the Offer (including a copy of the Memorandum), together with any updates, can be obtained in electronic copies from the Tender, Information and Tabulation Agent upon request via e-mail at hcfb@lcpis.ru.
2.2 If the event (action) is related to a third party - full company name (for a commercial organization) or name (for non-commercial organizations), location, taxpayer identification number (INN) (if any), main state registration number (OGRN) (if any) or surname, name, patronymic (if any) of the indicated person: not applicable;
2.3. If the event (action) is related to the decision taken by the authorized management body (authorized officer) of the issuer or third party, the name of the authorized management body (authorized officer), the date and content of the decision taken, and if the decision is taken by the collective management body of the issuer or third party - also the date and number of the minutes of the meeting (meeting) of the authorized collective management body of the issuer or third party: not applicable;
2.4. If the event (action) may have a significant impact on the value or quotation of the issuer's securities - type, category (type), series (if any) and other identification characteristics of the issuer's securities specified in the decision on the issue of securities, as well as the registration number of the issue (additional issue) of securities and its registration date: Series 4 U.S.$200,000,000 8.800 per cent. perpetual callable loan participation notes issued by, but with limited recourse to, Eurasia Capital S.A. for the purpose of financing a corresponding subordinated loan to the Home Credit & Finance Bank Limited Liability Company, common code: 207596329 (Reg S Common code), ISIN: XS2075963293 (Reg S).
2.5. The date of the event (action), and if the event occurs in relation to a third party (the action is performed by a third party) - also the date on which the issuer learned or should have learned of the event (action): 13 August 2024.
Date on which the issuer sends (submits) information to the relevant body (organizations) regulating the foreign securities market, foreign trade organizer and (or) other organizations in accordance with foreign law for the purpose of its disclosure to foreign investors: 13 August 2024.
3. Подпись
3.1. Финансовый Директор, действующий на основании Доверенности 1-6/369 от 01.08.2022 года (подпись) Григорьев М.С.
3.2. 13 августа 2024 г. М.П.