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PBR Kyiv Finance PLC (the “Issuer” or the “Lender”) acting in conjunction with THE CITY OF KYIV acting through the KYIV CITY COUNCIL (the “City” or the “Borrower”) (a legal entity under the laws of Ukraine) U.S.$115,072,000 7.50 per cent. Loan Participation Notes due December 2022 issued by, but with limited recourse to, the Issuer for the sole purpose of financing a loan made to the Borrower Unrestricted Notes ISIN: XS1743762558 Common Code: 174376255 Restricted Notes: ISIN: XS1743764760 Common Code: 174376476 (the “Notes”) ___________________________________________________________________________________________________________________________________________ Terms used herein but not otherwise defined have the meaning ascribed to them in “Definitions”. The Notes will be limited recourse obligations of the Issuer and will be issued in connection with a loan extended pursuant to the loan agreement dated 26 October 2005 as amended and restated on 19 July 2018 (the “Loan Agreement”) entered into between the Lender and the Borrower. The Notes will be issued pursuant to the Trust Deed (as defined herein) between the Issuer and BNY Mellon Corporate Trustee Services Limited as trustee (the “Trustee”, which expression includes all persons for the time being appointed as trustee for the holders of the Notes under the Trust Deed). In the Trust Deed, the Issuer will charge, in favour of the Trustee, by way of a first fixed charge as security for its payment obligations in respect of the Notes and under the Trust Deed, certain of its rights and interests under the Loan Agreement and the Collection Account (as defined in the Trust Deed). In addition, the Issuer will assign absolutely certain of its administrative rights under the Loan Agreement to the Trustee. In each case where amounts of principal, interest and additional amounts (if any) are stated to be payable in respect of the Notes, the obligation of the Issuer to make any such payment shall constitute an obligation only to account to the Noteholders, on each date upon which such amounts of principal, interest and additional amounts (if any) are due in respect of the Notes, for an amount equivalent to all principal, interest and additional amounts (if any) actually received and retained (net of tax) from the City by, or for the account of, the Issuer pursuant to the Loan Agreement excluding, however, any amounts paid in respect of Reserved Rights (as defined in the Trust Deed). The Issuer will have no other financial obligations under the Notes. Subject to the terms of the Trust Deed, no Noteholder will have any entitlement to enforce any provisions in the Loan Agreement or have direct recourse to the City except through action by the Trustee under any of the Security Interests (as defined in Schedule 1 (Terms and Conditions of the Notes)). On each Interest Payment Date (as defined herein), the Issuer shall account to the Noteholder for an amount equivalent to amounts of interest actually received and retained by or for the account of the Issuer pursuant to the Loan Agreement. The Terms and Conditions of the Notes are set out in Schedule 1 (Terms and Conditions of the Notes). The form of the Loan Agreement is set out in Schedule 2 (Loan Agreement). Noteholders will be deemed to have accepted and agreed that they will be relying solely and exclusively on the credit and financial standing of the City in respect of the payment obligations of the City under the Loan Agreement and the Issuer under the Notes. The Notes involve a high degree of risk. See “Risk Factors”. Application has been made to The Irish Stock Exchange plc trading as Euronext Dublin (“Euronext Dublin”) for the Notes to be admitted to the Official List (the “Official List”) and trading on its Global Exchange Market (the “Global Exchange Market”), which is the exchange regulated market of Euronext Dublin. References in these Listing Particulars to the Notes being “listed” (and all related references) shall mean that the Notes have been admitted to the Official List and have been admitted to trading on the Global Exchange Market. The Global Exchange Market is not a regulated market for the purposes of Directive 2014/65/EU (MiFID II). There is no assurance that a trading market in the Notes will develop or be maintained. These Listing Particulars constitute the listing particulars in respect of the Notes to be admitted to the Official List and to trading on the Global Exchange Market of Euronext Dublin and has been approved by Euronext Dublin. Delivery of the Notes will be made on 4 September 2018 (the “Closing Date”). Notes distributed outside the United States in reliance on Regulation S to persons who are not U.S. Persons will be represented by interests in an Unrestricted Global Note Certificate, in fully registered form, without interest coupons attached, which will be registered in the name of a nominee of, and deposited with, a common depositary for Euroclear and Clearstream, Luxembourg. Notes distributed to Eligible Investors (as defined herein) (who are U.S. Persons) will be represented by interests in a Restricted Global Note Certificate, in fully registered form, without interest coupons attached, which will be registered in the name a nominee of, and deposited with, a common depositary for Euroclear and Clearstream, Luxembourg. The Restricted Global Note Certificate (and any Individual Note Certificates issued in exchange therefor) will be subject to certain restrictions on transfer contained in a legend appearing on the face of such Note as set forth under paragraph (4) in “Issuance and Transfer Restrictions”. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”). No person has been authorised by the City to give any information or make any representation other than those contained in these Listing Particulars and the accompanying documents and, if given or made, such information or representation must not be relied upon as having been so authorised. 3 September 2018 EMEA 115544430 IMPORTANT NOTICE THESE LISTING PARTICULARS DO NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY. NONE OF THE NOTES SHALL BE SOLD, ISSUED OR TRANSFERRED IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW. THE ISSUER AND THE CITY ACCEPT RESPONSIBILITY FOR THE INFORMATION CONTAINED IN THESE LISTING PARTICULARS. TO THE BEST OF THE KNOWLEDGE OF THE ISSUER AND THE CITY, HAVING TAKEN ALL REASONABLE CARE TO ENSURE THAT SUCH IS THE CASE, THE INFORMATION CONTAINED IN THESE LISTING PARTICULARS IS IN ACCORDANCE WITH THE FACTS AND CONTAINS NO OMISSION LIKELY TO AFFECT ITS IMPORT. The Notes are subject to restrictions on transferability and resale and may not be transferred or resold except in accordance with the Securities Act and/or other applicable securities laws, pursuant to registration or an exemption therefrom. See “Issuance and Transfer Restrictions”. These Listing Particulars do 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 Notes. Consequently, this document is being distributed only to, and is directed at (a) persons who have professional experience in matters relating to investments falling within article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (b) high net worth entities falling within article 49(2)(a) to (d) of the Order, and other persons to whom it may be lawfully communicated, falling within article 49(1) of the Order (all such persons together being referred to as “relevant persons”). Any person who is not a relevant person should not act or rely on this document or any of its contents. Persons into whose possession these Listing Particulars may come are required by the Issuer and the City to inform themselves about, and to observe, such restrictions. The Notes are only available to persons in member states of the European Economic Area (the “EEA”) who are “Qualified Investors” within the meaning of Article 2(1)(e) of the Prospectus Directive, unless in any instance the Issuer and the City otherwise agree. These Listing Particulars and their contents should not be acted upon or relied upon in any member state of the EEA by persons who are not Qualified Investors. References to the “Prospectus Directive” mean the Directive 2003/71/EC, as amended. The distribution of these Listing Particulars and the distribution of Notes may be restricted by law in certain jurisdictions. Neither the Issuer nor the City makes any representation that these Listing Particulars or the Notes may be lawfully distributed in any jurisdiction or assumes any responsibility for facilitating any such distribution. Accordingly, neither these Listing Particulars nor any other offering material may be distributed or published, and none of the Notes may be distributed, in any jurisdiction, except under circumstances that will result in compliance with all applicable laws and regulations. Persons into whose possession these Listing Particulars may come must inform themselves about, and observe, any such restrictions on the distribution of these Listing Particulars and the distribution of the Notes. Further information with regard to restrictions on offers, sales and deliveries of the Notes and the distribution of these Listing Particulars and other material relating to the Notes is set out under “Issuance and Transfer Restrictions” and “Summary of the Provisions Relating to the Notes in Global Form”. None of the Issuer’s or the City’s legal, financial or tax advisers, the Trustee or the Trustee’s legal advisors have authorised the contents of these Listing Particulars or any part of it, nor do they accept any responsibility for the accuracy, completeness or reasonableness of the statements contained within it.
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