PAO Sovcomflot (MOEX: FLOT) ("Company") informs the holders of the Notes ("Noteholders") issued by SCF Capital Designated Activity Company (Ireland) due 16 June 2023 (ISIN: XS1433454243) ("2023 Notes") on the commencement of accepting applications for payments via the direct payment mechanism due to the refusal of the paying agent and international clearing systems to accept funds for the further distribution and performance of obligations to the Noteholders.
The Noteholders whose rights are registered in foreign depositories and who have not received coupon payments for the periods ending on 16 June 2022, 16 December 2022 and/or 16 June 2023 and/or payment of the principal amount of the 2023 Notes are entitled to apply to the Company for payments to rouble bank accounts of the relevant Noteholders opened with a Russian credit institution.
A set of documents including:
(1) supporting documents in accordance with Annex 1 (List of Documents and Specifics for their Submission); and
(2) signed forms of the documents specified in Annexes 2 (Form of Application for Payments), 3 (Form of Waiver of Potential Claims), 4 (Form of Noteholder's Questionnaire) and 5 (Form of List of Documents),
need to be sent electronically by email to (1) scf_notes_2023@denuo.legal and (2) ir@scf-group.ru, together with the subsequent submission of paper originals to the office of the Company's legal counsel, Denuo LLC, at: Leontievsky pereulok, 25, Moscow, 125375, Russian Federation.
Upon receipt of the complete set of documents of a Noteholder specified above, the Company will organise signing of the deed of assignment in relation to that Noteholder.
The Company reserves the right not to satisfy the application of a Noteholder if such Noteholder provides an incomplete set of documents, if the documents do not meet the necessary requirements, if the Company has reasonable doubts as to the completeness and/or authenticity of the documents or information provided or for other reasons that not allow to properly verify the ownership of the Noteholder as at the relevant record date.
In case paragraphs 1 or 8(1) of Decree of the President of the Russian Federation No. 95 "On the Temporary Procedure for the Performance of Obligations to Certain Foreign Creditors" dated 5 March 2022 apply, settlements may be made after the relevant Noteholders have obtained the necessary regulatory consents, in particular, the permission of the Government Commission on Monitoring Foreign Investment in the Russian Federation.
The Noteholders are also required to provide confirmation that the receipt of payments under the 2023 Notes and related transactions do not violate the foreign law applicable to the Noteholders. In some cases, this may require the consent or licence obtained from the relevant sanctions regulatory authority.
The Company also advises that it is continuing to cooperate with the relevant foreign regulators in order to obtain the approvals/confirmations required to make payments on the 2023 Notes, the rights to which are recorded in foreign infrastructure. The Company expects to be able to make payments once the required approvals are obtained, with proper cooperation from the paying agent Citibank N.A., and the resolving of other payment-related sanctions issues. The Company will keep Noteholders and other interested parties informed of the status of the work on the resumption of payments in international clearing systems.
Should you have any further questions regarding the servicing the 2023 Notes, please contact: ir@scf-group.ru.
Annexes:
Annex 1. List of Documents and Specifics for their Submission
Annex 2. Form of Application for Payments
Annex 3. Form of Waiver of Potential Claims
Annex 4. Form of Noteholder's Questionnaire
Annex 5. Form of List of Documents