СовКомФлот

SCF announces indicative price range of initial public offering at RUR 105 to RUR 117

This announcement and the information contained herein are not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia or Japan, or in any other jurisdiction in which such publication or distribution would be prohibited by applicable law.

The information contained in this announcement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of any securities of PAO “Sovcomflot” (the “Company” and, together with its subsidiaries, the "Group", “Sovcomflot” or “SCF) in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction.

September 28, 2020. Moscow, Russia. Further to its announcement of September 15, 2020 of its intention to float on the Moscow Exchange, PAO “Sovcomflot”, a global leader in the maritime transportation of hydrocarbons with a focus on operating in ultra-harsh ice environments, has today announced the indicative price range for its planned initial public offering (the “IPO”) and its intention to publish, later today, the price range Offering Memorandum.

Offering summary

  • The offering consists of newly issued shares (the “Offer Shares”) issued pursuant to a capital increase.
  • The price range for the IPO has been set at RUR 105 to RUR 117 per ordinary share.
  • SCF aims to raise through the offer or sale of the Offer Shares (the “Offering”) a fixed amount of gross proceeds of approximately US$500 million equivalent. Additional gross proceeds of up to US$50 million equivalent may be raised, subject to reduction due to repurchases of Offer Shares made as a result of stabilization activities (as described below).
  • SCF intends to use the net proceeds for general corporate purposes, including, without limitation, investments in new assets, with a focus on industrial projects, decarbonisation and further deleveraging.
  • The Russian Federation, currently the sole shareholder of SCF, will not sell down in the IPO and will remain the majority shareholder after the IPO.
  • The IPO consists of offering the Offer Shares (i) to institutional and qualified individual investors in the Russian Federation, and otherwise to institutional investors outside the United States in reliance on Regulation S under the U.S. Securities Act of 1933 (the “Securities Act”), and (ii) within the United States to “qualified institutional buyers” as defined in, and in reliance on, Rule 144A under the Securities Act or pursuant to another exemption from the registration requirements thereunder.
  • The full details of the planned IPO will be included in the Offering Memorandum which is expected to be published by SCF later today. Once published, the Offering Memorandum will be available in the Investors section of the Company’s website at: http://scf-group.ru/en/investors/initial_public_offering_of_shares
  • Trading in SCF’s ordinary shares (the “Shares”) on the Moscow Exchange (first-level listing) is expected to commence on or around October 7, 2020 under the trading symbol FLOT and ISIN RU000A0JXNU8.
  • SCF intends to enter into standard 180-day lock-up arrangements subject to customary carve-outs and waivers by the Joint Global Coordinators and Joint Bookrunners (as defined below). A representative of the Russian Federation has made a public, non-binding announcement that the Russian Federation does not intend to sell any further shares in the Company through a public offering for a period of 180 days following the closing of the Offering.
  • VTB Capital, Citigroup Global Markets Limited, Sberbank CIB, J.P. Morgan and BofA Securities are acting as Joint Global Coordinators and Joint Bookrunners, and ING Bank is acting as the Co-Manager of the IPO.

For further enquiries, please contact

PAO Sovcomflot
Nikolai Kolesnikov (EVP & CFO)
+7 495 660 4000
Alexander Verbo (Head of Finance Department – Treasury)
Telephone: +7 495 660 4000

VTB Capital plc
Peter Stonor (Managing Director)
Telephone: +44 20 3334 8993
Marcus Brown (Managing Director)
Telephone: +44 20 3334 8661

Citigroup Global Markets Limited
Irackly Mtibelishvily (Managing Director)
Telephone: +7 495 589 2880
Ken Robins (Managing Director)
Telephone: +44 020 798 62742

Sberbank CIB
Anton Malkov (Managing Director)
Telephone: +7 495 258 0500
Yury Popov (Executive Director)
Telephone: +7 495 258 0500

J.P. Morgan Securities plc
Yan Tavrovsky (Managing Director)
Telephone: +7 495 967 1068
Mariano Colmenar-Gotor (Executive Director)
Telephone: +34 91 516 1483

BofA Securities
Andrey Sergeev (Managing Director)
Telephone: +7 495 662 60 88
Christian Cabanne (Managing Director)
Telephone: +44 207 995 7593

***
The contents of this announcement have been prepared by and are the sole responsibility of the Company.

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

This announcement may include statements that are, or may be deemed to be, “forward-looking statements”. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “plans”, “projects”, “anticipates”, “expects”, “intends”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that the predictions, forecasts, projections, guidance and other forward-looking statements will not be achieved. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements.

Subject to their legal and regulatory obligations, neither VTB Capital plc, Citigroup Global Markets Limited, Merrill Lynch International, J.P. Morgan Securities plc, JSC Sberbank CIB or Sberbank CIB (UK) Limited (together, the “Joint Global Coordinators and Joint Bookrunners”), ING Bank N.V. (the “Co-Manager” and, together with the Joint Global Coordinators and Joint Bookrunners, the “Underwriters”), the Company, nor any of their respective agents, employees or advisors intend or have any duty or obligation to supplement, amend, update or revise any of the forward-looking statements contained in this document to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based.

In connection with the Offering, it is expected that stabilization arrangements will be put in place pursuant to which the VTB Capital plc (the “Stabilizing Manager”) will, on behalf of the Underwriters, procure that one of its affiliates may purchase up to 10% of the Offer Shares with a view to supporting the price of the Shares at a level higher than that which might otherwise prevail in the open market. Such purchases may occur during a period of 30 calendar days following the pricing date, October 7, 2020 (the “Stabilization Period”). The Offer Shares purchased in the course of stabilization, if any, will be repurchased by an affiliate of the Company during or following the end of the Stabilization Period.

In connection with the Offering, the Stabilizing Manager may effect transactions with a view to supporting the market price of the securities at a level higher than that which might otherwise prevail for the period described above. Any stabilization action (which may or may not occur) will be conducted by the Stabilizing Manager in accordance with all applicable laws, regulations and rules of the CBR and/or the Moscow Exchange and may cease at any time.

In no circumstances shall the provision of this document imply that no negative change may occur in the business of the Company after the date of provision of this document, or any date of amendment and/or addition thereto.

The information contained in this announcement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada or Japan. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not constitute an offer of securities to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the Shares. This announcement is only addressed to and is only directed at persons in member states of the European Economic Area (the “EEA”) who are “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (such Regulation, together with any applicable implementing measures in the relevant home Member State under such Regulation, the “Prospectus Regulation”) (“Qualified Investors”). In the United Kingdom, this announcement is being distributed to, and is only directed at, Qualified Investors (i) who have professional experience in matters relating to investments falling within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “FPO”), (ii) who fall within Article 49(2)(a) to (d) of the FPO or (iii) to whom it may otherwise lawfully be communicated (all such persons being together referred to as “Relevant Persons”). This announcement and information contained herein must not be acted on or relied upon (a) in the United Kingdom, by persons who are not Relevant Persons, and (b) in any member state of the EEA other than the United Kingdom, by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates is available only to (i) in the United Kingdom, Relevant Persons and (ii) in any member state of the EEA other than the United Kingdom, Qualified Investors, and will be engaged in only with such persons.

Investors should not subscribe for or purchase any Shares referred to in this announcement except on the basis of information in the Offering Memorandum. The information in this announcement is subject to change.

The information contained in this announcement does not constitute or form part of any offer for sale or subscription of or solicitation of any offer to buy or subscribe for any securities in the United States, nor shall it or any part of it form the basis of or be relied on in connection with any contract or commitment whatsoever. Under the U.S. Securities Act of 1933, as amended, securities may not be offered or sold in the United States absent registration or an exemption from registration. SCF does not intend to register any portion of the Offering in the United States, Australia, Canada or Japan or to conduct a public offering of the Shares in the United States, Australia, Canada or Japan. Subject to certain exceptions, the Shares referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan.

The Underwriters are acting exclusively for the Company and no-one else in connection with the Offering. They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

The date of the admission of the Shares to trading on the Moscow Exchange (“Admission”) may be influenced by factors such as market conditions. There is no guarantee that Admission will occur, and you should not base your financial decisions on the Company’s intentions in relation to Admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorized person specializing in advising on such investments. This announcement does not constitute a recommendation concerning the Offering. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Offering for the person concerned.

In connection with the Offering, any of the Underwriters or any of their respective affiliates, may take up a portion of the Shares in the Offering as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such Shares and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, any references in the Offering Memorandum to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any offering or placement of securities to any of the Underwriters and any of their respective affiliates acting in such capacity. In addition, any of the Underwriters and any of their respective affiliates may enter into financing arrangements (including swaps, warrants or contracts for differences) with investors, in connection with which any of the Underwriters and any of their respective affiliates may from time to time acquire, hold or dispose of Shares. The Underwriters do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

None of the Underwriters or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.