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135782 Project Bank of Moscow

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135782 Project Bank of Moscow Bank of Moscow CHF 350,000,000 4.50 per cent. Loan Participation Notes due 2013 issued by, but with limited recourse to, BOM Capital P.L.C. for the sole purpose of financing a loan to Joint stock commercial bank – Bank of Moscow (open joint stock company) Issue Price: 100 per cent. Issuer: BOM Capital P.L.C., a public limited liability company established under the laws of Ireland whose registered office is at 5 Harbourmaster Place, IFSC, Dublin 1, Ireland (the “Issuer”). Bank: Joint stock commercial bank – Bank of Moscow (open joint stock company), an open joint stock company registered under the laws of the Russian Federation, with its registered office and business headquarters at 8/15, bldg. 3, Rozhdestvenka Street, Moscow 107996, Russian Federation (the “Bank”). Joint Lead Managers: BNP Paribas (Suisse) SA, Place de Hollande 2, CH1204 Geneva, Switzerland; and UBS AG, Bahnhofstrasse 45, 8001 Zurich, Switzerland (together with BNP Paribas (Suisse) SA the “Joint Lead Managers”). Interest: 4.50 per cent., payable annually in arrear on 10 September in each year, commencing on 10 September 2011. Issue Price: 100 per cent. Price for Placement: Based on supply and demand. Form and Delivery: CHF 350,000,000 4.50 per cent., loan participation notes due 2013 (the “Notes”) will be in bearer form and will be in the form of a permanent global note (the “Permanent Global Note”), without interest coupons attached, which will be deposited with SIX SIS Ltd. (“SIS”) on or around the Payment Date (as defined below). The Permanent Global Note will be exchangeable in certain limited circumstances in whole, but not in part, for Notes in definitive form with interest coupons attached. Neither the holders of the Notes (the “Noteholders”) nor the Issuer will have the right to request the printing and delivery of the definitive Notes. References herein to the Noteholders are, so long as the Notes are represented by the Permanent Global Note, to the beneficial owners of an interest in the Permanent Global Note to the amount of their investment therein, or to holders of the Note in definitive form. Denomination: The Notes will be in denominations of CHF 5,000 each and multiples thereof. Payment Date: 10 September 2010 (the “Payment Date”). Maturity Date: 10 September 2013; redemption at par (the “Maturity Date”). Early Redemption: For tax reasons or change in circumstances or in other limited circumstances, each in accordance with the Conditions (as defined herein). See “Form of Loan Agreement” and “Terms and Conditions of the Notes”. Reopening: The Issuer reserves the right to reopen this series of Notes (for details see Condition 13 (Further Issues) of the Notes). Assurance: The obligations of the Issuer to make payments under the Notes constitute direct and general obligations of the Issuer which will at all times rank pari passu among themselves. The Notes will constitute the obligations of the Issuer to apply an amount equal to the gross proceeds of the issue of the Notes solely for the purpose of financing the Loan (as defined below) to the Bank. The Issuer will account to the Noteholders solely for amounts equivalent to those (if any) received by or for the account of the Issuer pursuant to the Loan Agreement (as defined, below) less amounts in respect of certain Reserved Rights (as defined in the terms and conditions of the Notes (the “Conditions”)). Limited Recourse: The sole purpose of issuing the Notes will be to finance a Swiss Franc denominated loan (the “Loan”) to the Bank, on the terms of a loan agreement dated 8 September 2010 (the “Loan Agreement”), between the Issuer, as Lender, and the Bank, as Borrower (each as defined in the Loan Agreement). Subject as provided in the Trust Deed (as defined herein) the Issuer will (i) charge by way of first fixed charge as security for its payment obligations in respect of the Notes and under the Trust Deed, its rights and interests as lender under the Loan Agreement to BNY Corporate Trustee Services Limited as trustee (the “Trustee”), for the benefit of the Noteholders and will assign its administrative rights under the Loan Agreement to the Trustee for the benefit of such beneficiaries (the “Assigned Rights”), and (ii) charge by way of first fixed charge as security for its payment obligations in respect of the Notes and under the Trust Deed to the Trustee, for the benefit of the Noteholders all as more particularly set out herein and in the Trust Deed. See “Description of the Transaction”. The Notes constitute the obligation of the Issuer to apply the proceeds from the issue of the Notes solely for financing the Loan and to account to the Noteholders for amounts equivalent to sums of principal, interest and additional amounts (if any) actually received and retained (net of tax) by or for the account of the Issuer (as Lender) from the Borrower pursuant to the Loan Agreement less any amount in respect of the Reserved Rights. The Issuer will have no other financial obligation under the Notes. Accordingly. Noteholders are deemed to have agreed that they will rely solely and exclusively on the covenants, credit and financial standing of the Bank in respect of the financial servicing of the Notes. Listing/Trading: Application will be made for the listing of the Notes on the SIX Swiss Exchange. The Notes are expected to be provisionally admitted to trading on the SIX Swiss Exchange as of 8 September 2010. The last trading day of the Notes will be 5 September 2013. Selling Restrictions: In particular, the United States of America, the United Kingdom, Ireland, the European Economic Area, and the Russian Federation. See “Subscription and Sale”. The Notes will be offered to the public in Switzerland. Notes in bearer form are subject to United States tax law requirements and, subject to certain exceptions, may not be offered, sold or delivered within the United States or to “U.S. persons” as defined in Section 7701(a)(30) of the United States Internal Revenue Code of 1986, as amended, including any successor or amendatory statutes. Law and Jurisdiction: The Notes and all related contractual documentation and any non-contractual obligations arising out of, or in connection with them, will be governed by and construed in accordance with, the laws of England. The Issuer has submitted in the Trust Deed to the jurisdiction of the courts of England. Risk Factors: For a discussion of certain issues that should be considered by prospective purchasers of the Notes, see “Risk Factors”. Joint Lead Managers BNP PARIBAS (SUISSE) SA UBS INVESTMENT BANK ISIN: CH0116317121 Swiss Security Number: 11.631.712 Common Code: 053452183 The date of this Prospectus is 8 September 2010 TABLE OF CONTENTS Page GENERAL INFORMATION ii RESPONSIBILITY STATEMENT v FORWARD-LOOKING STATEMENTS viii ENFORCEABILITY OF JUDGMENTS IN THE RUSSIAN FEDERATION x PRESENTATION OF FINANCIAL AND OTHER INFORMATION xii SUMMARY OF THE GROUP 1 SUMMARY OF THE OFFERING 6 DESCRIPTION OF THE TRANSACTION 10 RISK FACTORS 12 USE OF PROCEEDS 49 CAPITALISATION OF THE GROUP 50 SELECTED CONSOLIDATED FINANCIAL INFORMATION 51 SELECTED CONSOLIDATED FINANCIAL RATIOS AND OTHER INFORMATION 59 OPERATING AND FINANCIAL REVIEW OF THE GROUP 60 BUSINESS 100 MANAGEMENT 156 SHAREHOLDING 167 RELATED PARTY TRANSACTIONS 169 THE ISSUER 170 FORM OF LOAN AGREEMENT 172 TERMS AND CONDITIONS OF THE NOTES 200 SUMMARY OF THE PROVISIONS RELATING TO THE NOTES IN GLOBAL FORM 212 TAXATION 214 SUBSCRIPTION AND SALE 221 INDEX TO FINANCIAL STATEMENTS F1 APPENDIX A – OVERVIEW OF THE BANKING SECTOR AND BANKING REGULATION IN THE RUSSIAN FEDERATION A1 i GENERAL INFORMATION Annexes The Bank’s consolidated financial statements for the years ended 31 December 2009, 2008 and 2007 were audited by Zakrytoe Aktsionernoe Obshchestvo BDO, independent auditors (“ZAO BDO”) and are included in this Prospectus and form, together with the other Annexes hereto, an integral part of this Prospectus. The Bank’s Market Share Information The Bank has calculated its market share information presented in this Prospectus on the basis of market data regularly published by the Central Bank of the Russian Federation (the “CBR”) and/or the various other sources of information, which are identified next to the statements in question. The Bank accepts responsibility for correctly copying such information from its sources and confirms that such information has been correctly copied from its sources. However, the Bank has relied on the accuracy of such information without carrying out an independent verification. In addition, some of the information contained in this Prospectus (where indicated) as been derived from official data published by the CBR or other authorities; the Bank does not accept responsibility for the accuracy of such information. Use of Proceeds For a discussion of use of proceeds of the issue of the Notes, see “Use of Proceeds”. Availability of Documents Copies (and English translations where the documents in question are not in English) of the following documents may be inspected at and are available from the offices of BNP Paribas (Suisse) SA at Place de Hollande 2, CH1204 Geneva, Switzerland, during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) so long as any of the Notes are listed on the SIX Swiss Exchange: • a copy of this Prospectus; • the Loan Agreement; • the agency agreement dated 10 September 2010 between, inter alios, the Issuer, the Borrower, the Trustee and the Swiss Paying Agents, each as defined therein (the “Agency Agreement”); • the trust deed dated 10 September 2010 between, inter alios, the Issuer and the Trustee (the “Trust Deed”), which includes the forms of the Permanent Global Note and the definitive Notes; • the financial statements referred to in the first paragraph above together with the auditors’ reports thereon; • the constitutive documents of each of the Issuer and the Bank; and • copies of the authorisations listed below.
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