Associates of the Banking & Finance, Capital Markets practice of EPAM provided comprehensive legal support on the issuance of TransFin-M PC’s convertible bonds, unique for the Russian market.

Public Joint Stock Company TransFin-M placed with a total nominal value of 3 billion rubles. The terms of the issue provide for the bonds’ planned conversion to additionally issued common shares after three years from the date of placement.  

Under the terms of the issue, a mandatory early conversion to shares in the company may be possible provided one of the following conditions has occurred:

• decline in the ratio of the company’s equity capital, increased by the nominal value of all the convertible bonds and the company’s assets to less than 10% according to the most recent annual accounting reports under the RAS;
• a default on the obligations of the company’s in the amount of at least 5% of the assets according to the latest annual report, certified by a legally binding court decision.

What differentiates this transaction is that the issuance documents provide for the issuer’s right to purchase bonds upon agreement with their holder(s) and a possibility of further circulations of the bonds until they are redeemed. In this case, the issuer will be entitled to redeem the bonds purchased at its discretion.

The transaction was supported by the Banking & Finance, Capital Markets Team at EPAM, including Senior Associate Oleg Ushakov, Associates Gilyana Haraeva and Alexander Filchukov and supervised by Partner and Practice Head Dmitriy Glazounov.