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FESCO announces pricing of $800 million dual-tranche senior secured notes

25 April 2013
Far-Eastern Shipping Company plc (“FESCO”, and together with its consolidated subsidiaries, the “Group”), one of the leading transportation and logistics companies in Russia with operations in the ports, rail, integrated logistics and shipping businesses, announces that its indirect wholly owned subsidiary Far East Capital Limited S.A. has successfully priced $800 million of senior secured notes placed in two tranches.

$500m of notes due 2018 were priced at a yield of 8.00%, and $300m of notes due 2020 were priced at a yield of 8.75%. The notes will be guaranteed on a senior secured basis by certain subsidiaries and parent companies of FESCO. Net proceeds will be used to repay outstanding debt of the Group and debt incurred in connection with the acquisition of FESCO in December 2012.

Yuriy Gilts, President of FESCO, commented:
“This was our debut notes issuance on the international debt capital markets and we are pleased with the results. We saw a solid demand from high quality international investors. Following the refinancing of a certain portion of outstanding debt with proceeds from the Notes, FESCO will have a solid and efficient capital structure helping us to realize strategic goals and grow the business further.”

This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia). This announcement is not an offer or solicitation to purchase or subscribe for securities in the United States. Securities may not be offered or sold in the United States, or to, or for the account or benefit of, U.S. persons (as such term is defined under Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act"), absent registration with the United States Securities and Exchange Commission or an exemption from registration under the Securities Act. The Group has not registered and does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States.

This announcement is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as “relevant persons”). Any securities described herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

In member states of the European Economic Area, this announcement is directed only at persons who are "qualified investors" within the meaning of article 2(1)(e) of Directive 2003/71/EC (the "Prospectus Directive") ("Qualified Investors"). This announcement is an advertisement and not a prospectus for the purposes of applicable measures implementing the Prospectus Directive.

In connection with the offer or sale of the securities referred to herein, Goldman Sachs International may over-allot the securities or effect transactions with a view to supporting the market price of the securities at a level higher than that which otherwise prevail. Any stabilisation action or over-allotment will be conducted by Goldman Sachs International in accordance with all applicable laws and rules.

Information contained in this document is not an offer, or an invitation to make offers, sell, purchase, exchange or transfer any securities in Russia or to or for the benefit of any Russian person, and does not constitute an advertisement of any securities in Russia. This information must not be passed on to third parties or otherwise be made publicly available in Russia. The securities have not been and will not be registered in Russia or admitted to “placement” and/or “public circulation” in Russia. The securities are not intended for “placement” or “circulation” in Russia except and to the extent permitted by Russian law.

About FESCO

FESCO is one of the largest Russian port owners and operators with integrated rail and logistics businesses and primarily focused on intermodal deliveries of containerized cargo. The Group owns port, rail and shipping assets, which allow it to provide door-to-door logistics solutions and control almost all steps of the intermodal transportation value chain. The majority of FESCO’s operations are located in the Russian Far East and the Group benefits from growing trade volumes between Russia and Asian countries.

FESCO controls the Commercial Port of Vladivostok, which has throughput capacity of 3.9 million tons for general cargo and oil products, 150,000 vehicles and over 600,000 TEUs in containers. FESCO is one of Russia’s top 10 private railcar operators providing services under the Transgarant (100%) and Russkaya Troika (50% JV with Russian Railways) brands. Transgarant has approximately 16,200 units of rolling stock comprising of 12 different types of railcars, and Russkaya Troika has approximately 1,570 fitting platforms. FESCO operates a container park of over 35,000 containers with total capacity of over 56,000 TEUs. FESCO also has 26 ships mostly deployed through own line and logistics operations.

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