Rzd Capital Limited
PROSPECTUS DATED 20 JUNE 2011 £300,000,000 7.487 percent Loan Participation Notes due 2031 to be consolidated and form a single series with the £350,000,000 7.487 per cent. Loan Participation Notes due 2031 issued by, but with limited recourse to, RZD CAPITAL LIMITED for the sole purpose of financing a loan to JOINT STOCK COMPANY “RUSSIAN RAILWAYS” Issue Price: 101.75 percent (plus interest accrued from and including 25 March 2011 to, but excluding, 22 June 2011) RZD Capital Limited, a company organised and existing as a private limited company under the laws of Ireland (the “Issuer”), is issuing an aggregate principal amount of £300,000,000 7.487 percent Loan Participation Notes due 2031 (the “Further Notes”) to be consolidated and form a single series with the £350,000,000 7.487 percent Loan Participation Notes due 2031 (the “Original Notes” and together with the Further Notes, the “Notes”) for the sole purpose of financing a loan (the “Further Loan”) to Joint Stock Company “Russian Railways”, a joint stock company organised under the laws of the Russian Federation (the “Company”or the “Borrower”) to be consolidated with an original loan of £350,000,000 (the “Original Loan” and, together with the Further Loan, the “Loan”). The Loan is granted, pursuant to a loan agreement dated 23 March 2011 (the “Original Loan Agreement”) between the Issuer, as lender, and the Borrower as amended and restated on 20 June 2011 by virtue of an amended and restated Loan Agreement (the “Loan Agreement”) between the same parties.
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