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Rzd Capital Limited PROSPECTUS DATED 23 MARCH 2011 £350,000,000 7.487 percent 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: 100 percent 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 £350,000,000 7.487 percent Loan Participation Notes due 2031 (the “Notes”) for the sole purpose of financing a loan (the “Loan”) to Joint Stock Company “Russian Railways”, a joint stock company organised under the laws of the Russian Federation (the “Company” or the “Borrower”), pursuant to a loan agreement dated 23 March 2011 between the Issuer, as lender, and the Borrower (the “Loan Agreement”). Interest on the Notes will be payable semi- annually in arrear on 25 March and 25 September in each year, commencing on 25 September 2011, as described under “Terms and Conditions of the Notes—5 Interest”. The Loan will bear interest of 7.487 percent per annum. Subject to the provisions of the Trust Deed (as defined herein), the Issuer will charge as security for its payment obligations in respect of the Notes and under the Trust Deed (i) its rights to all payments of principal, interest and additional amounts (if any) payable by the Borrower under the Loan Agreement; (ii) its rights to receive all sums which may become payable by the Borrower under any claim, award or judgment relating to the Loan Agreement; and (iii) amounts deposited in an account of the Issuer pursuant to the Loan Agreement, in each case to Deutsche Trustee Company Limited (the “Trustee”), as trustee for the benefit of the holders of the Notes (the “Noteholders”). Furthermore, under the terms of the Trust Deed, the Issuer will assign all of its rights under the Loan Agreement, except for any Reserved Rights (as defined in the Trust Deed) and rights subject to the charge, to the Trustee for the benefit of the Noteholders. The Notes are limited recourse obligations of the Issuer. 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 such payment will 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) by or for the account of the Issuer pursuant to the Loan Agreement, excluding amounts paid in respect of Reserved Rights. The Issuer will have no other financial obligation under the Notes. 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 Company in respect of the financial servicing of the Notes. Except as set forth herein under “Taxation”, payments in respect of the Notes (and the Loan) will be made without any deduction or withholding on account of taxes. As set forth more fully in the Loan Agreement, the Company may prepay the Loan at its principal amount, in whole but not in part, together with accrued interest, if (i) the Company or the Issuer must deduct or withhold certain taxes from payments they make in respect of the Loan or the Notes, respectively; or (ii) it becomes illegal for the Notes or the Loan to remain outstanding. Upon such occurrence, the Issuer will, subject to the receipt of the relevant funds from the Company, prepay the principal amount of all Notes outstanding, together with accrued interest. Except as otherwise expressly provided in this Prospectus and in the Trust Deed, no proprietary or other direct interest in the Issuer’s rights under or in respect of the Loan Agreement, or in any rights that the Issuer may receive by way of assignment in respect of the Loan, exists for the benefit of the Noteholders. Subject to the terms of the Trust Deed, no Noteholder will be entitled to enforce any provisions of the Loan Agreement or have direct recourse to the Borrower. AN INVESTMENT IN THE NOTES INVOLVES A HIGH DEGREE OF RISK. SEE “RISK FACTORS” ON PAGE 11. The Notes and the Loan have not been, and will not be, registered under the US Securities Act of 1933, as amended (the “Securities Act”), and, subject to certain exceptions, may not be offered and sold within the United States or to US persons. The Notes are not eligible for “offering”, “advertisement”, “placement” and “circulation” in the Russian Federation unless and to the extent otherwise permitted under Russian law. The Prospectus has been approved by the Central Bank of Ireland (the “Central Bank”) as competent authority under Directive 2003/71/EC (the “Prospectus Directive”). The Central Bank only approves this Prospectus as meeting the requirements imposed under Irish and European Union law pursuant to the Prospectus Directive. Application has been made to the Irish Stock Exchange (the “Irish Stock Exchange”) for the Notes to be admitted to the official list and trading on its regulated market (the “Market”). The Market is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments. There is no assurance that a trading market in the Notes will develop or be maintained. The Notes will be offered and sold in the minimum denomination of £100,000 and integral multiples of £1,000 in excess thereof. The Notes will initially be represented by interests in a global unrestricted Note in registered form (the “Global Certificate”), which will be deposited with a common depositary for, and registered in the name of a nominee of, Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) on 25 March 2011 (the “Issue Date”). Interests in the Global Certificate will be shown on, and transfers thereof will be effected only through records maintained by, Euroclear or Clearstream, Luxembourg. See “Summary of the Provisions Relating to the Notes in Global Form”. Individual definitive Notes in registered form (“Definitive Certificates”) will only be available in certain limited circumstances as described herein. Joint Lead Managers Barclays Capital Goldman Sachs International VTB Capital Co-Manager TransCreditBank This Prospectus comprises a prospectus for the purposes of the Prospectus Directive as implemented in Ireland by the Prospectus (Directive 2003/71/EC) Regulations 2005 (the “Prospectus Regulations”) and for the purpose of giving information with respect to the Issuer, the Company, the Company and its subsidiaries taken as a whole (the “Group”), the Loan and the Notes, which, according to the particular nature of the Issuer, the Company, the Group, the Loan and the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Issuer, the Company and the Group and of the rights attaching to the Notes. Each of the Issuer and the Company accepts responsibility for the information given in this Prospectus. To the best of the knowledge and belief of each of the Issuer and the Company (having taken all reasonable care to ensure that such is the case), each of the Issuer and the Company confirms that the information given in this Prospectus is in accordance with the facts and does not omit anything likely to affect its import. The Company’s legal name is Joint Stock Company “Russian Railways” and the address of its registered office is 2, Novaya Basmannaya St., 107174 Moscow, Russian Federation. The telephone number of the Company’s registered office is +7 499 262 99 01. The Issuer’s legal name is RZD Capital Limited and the address of its registered office is 5 Harbourmaster Place, IFSC, Dublin 1, Ireland. The telephone number of the Issuer’s registered office is +353 1 680 6000. Each of the Company and the Issuer has derived certain information in this Prospectus, including certain information concerning its competitors from publicly available information, including annual reports, industry publications, market research, press releases, filings under various securities laws and official data published by certain Russian government agencies, such as the Central Bank of the Russian Federation (the “CBR”) and the Russian Federal Service for State Statistics (“Rosstat”). Each of the Company and the Issuer has accurately reproduced such information. As far as each of the Company and the Issuer is aware and is able to ascertain from the relevant publicly available information, no facts have been omitted that would render the reproduced information inaccurate or misleading. The Issuer and the Company have, pursuant to a subscription agreement dated 23 March 2011 (the “Subscription Agreement”), appointed Barclays Bank PLC, Goldman Sachs International and VTB Capital plc as joint lead managers for the Notes (the “Joint Lead Managers”) and the Issuer has, pursuant to a subscription side letter dated 23 March 2011 (the “Subscription Side Letter”), appointed Open Joint Stock Company TransCreditBank (“TransCreditBank”) as a co-manager for the Notes (together with the Joint Lead Managers, the “Managers”) and has authorised and requested the Managers to circulate this Prospectus in connection with the Notes, subject as provided in the Subscription Agreement and the Subscription Side Letter. This Prospectus does not constitute an offer of, or an invitation by or on behalf of, any of the Issuer, the Company or any Manager to subscribe for or purchase any Notes. The distribution of this Prospectus and the offer or sale of the Notes in certain jurisdictions may be restricted by law.
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