Obligation Gazpromneft 4.95% ( XS1585190389 ) en USD

Gazpromneft

100 % ▼

Russie

XS1585190389 ( en USD )

4.95% par an ( paiement semestriel )

23/03/2027

Prospectus brochure de l'obligation Gazprom XS1585190389 en USD 4.95%, échéance 23/03/2027

200 000 USD

750 000 000 USD

23/09/2025 ( Dans 147 jours )

Gazprom est une société énergétique publique russe, principalement active dans l'extraction, le traitement, le transport et la vente de gaz naturel.

L'Obligation émise par Gazpromneft ( Russie ) , en USD, avec le code ISIN XS1585190389, paye un coupon de 4.95% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 23/03/2027

DRAWDOWN PROSPECTUS
BROKERCREDITSERVICE STRUCTURED
PRODUCTS PLC
BrokerCreditService Structured Products plc
(incorporated in The Republic of Cyprus)
(as Issuer)
Issue of RUB 700,000,000 Leveraged Credit Linked Notes due August 2020
under the EUR 20,000,000,000 Euro Medium Term Note Programme
(the "Programme")
Under its EUR 20,000,000,000 euro medium term note programme (the "Programme"),
BrokerCreditService Structured Products plc (the "Issuer") is issuing RUB 700,000,000 Leveraged Credit
Linked Notes due July 2020 (the "Notes").
The Notes constitute unsubordinated and unsecured obligations of the Issuer. The Notes constitute direct,
general and unconditional obligations of the Issuer which rank at least pari passu with all other present and
future unsecured obligations of the Issuer, save for such obligations as may be preferred by provisions of
law that are both mandatory and of general application.
This document constitutes a drawdown prospectus ("Drawdown Prospectus") for the purposes of
Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 as amended
(the "Prospectus Directive"). This Drawdown Prospectus has been approved by the Central Bank of
Ireland (the "Central Bank"), as competent authority under the Prospectus Directive. The Central Bank
only approves this Drawdown Prospectus as meeting the requirements imposed under Irish and EU law
pursuant to the Prospectus Directive. Application has been made to the Irish Stock Exchange for the Notes
to be admitted to the official list (the "Official List") and trading on its regulated market (the "Main
Securities Market").

Arranger for the Programme
BCS Prime Brokerage Limited
Sole Dealer
BrokerCreditService (Cyprus) Limited
The date of this Drawdown Prospectus is 2 August 2017
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The Issuer accepts responsibility for the information contained in this Drawdown Prospectus. To the
best of the knowledge of the Issuer (who has taken all reasonable care to ensure that such is the case), the
information contained herein is in accordance with the facts and does not omit anything likely to affect the
import of such information.
This Drawdown Prospectus is to be read in conjunction with the base prospectus dated 11 January 2017
(the "Base Prospectus"). Where there is any inconsistency between the Base Prospectus and this
Drawdown Prospectus, the language used in this Drawdown Prospectus shall prevail. The Base Prospectus
and the audited consolidated financial statements of the Issuer in respect of the year ended 2016 (set out on
pages 12 to 57 of the 2016 report and consolidated financial statements (the "Annual Report") of the
Issuer) (the "2016 Financial Statements") shall be incorporated in, and form part of, this Drawdown
Prospectus. The Base Prospectus is available on the Central Bank of Ireland's website and can be
accessed as follows: http://www.ise.ie/debt_documents/Base%20Prospectus_8410ce31-540b-4031-bb3d-
a6674e4987cb.PDF. The Annual Report can be accessed on the website of the Issuer as follows:
http://gawling.com/f/unaudited-interim-financial-statements-160101-160630.pdf.
Information in the Annual Report other than information contained in the 2016 Financial Statements is not
incorporated in this Drawdown Prospectus as such information is either not relevant or provided elsewhere
in the Drawdown Prospectus.
This Drawdown Prospectus comprises a prospectus in respect of the Notes issued under the Programme for
the purposes of Article 5.4 of Directive 2003/71/EC (and amendments thereto, including the 2010 PD
Amending Directive, to the extent implemented in the Relevant Member State (as defined below)) and the
expression 2010 PD Amending Directive means Directive 2010/73/EU (the "Prospectus Directive").
Neither the Dealer nor the Arranger has separately verified the information contained herein. Accordingly,
no representation, warranty or undertaking, express or implied, is made and no responsibility is accepted
by the Dealer as to the accuracy or completeness of the information contained in this Drawdown
Prospectus or any other information provided by the Issuer in connection with the Programme or the
Notes. Neither the Dealer nor the Arranger accepts liability in relation to the information contained in
this Drawdown Prospectus or any other information provided by the Issuer in connection with the
Programme or the Notes.
The information on the underlying reference entities has been accurately reproduced and far as the Issuer is
aware and is able to ascertain from information published by the underlying reference entities, no facts have
been omitted which would render the reproduced information inaccurate or misleading The Issuer will not
provide any post-issuance information with respect to the reference entities.
No person has been authorised to give any information or to make any representation not contained in or
not consistent with this Drawdown Prospectus or any further information supplied in connection with the
Programme or the Notes and, if given or made, such information or representation must not be relied
upon as having been authorised by the Issuer or the Dealer or the Arranger.
In connection with the issue and sale of the Notes, neither the Issuer nor its Affiliates will, unless agreed
to the contrary in writing, act as a financial adviser to any Noteholder.
Neither this Drawdown Prospectus nor any other information supplied in connection with the
Programme or the Notes is intended to provide the basis of any credit or other evaluation and should not
be considered as recommendations by the Issuer, Dealer or the Arranger that any recipient of this
Drawdown Prospectus or any other information supplied in connection with the Programme should
purchase any of the Notes. Each investor contemplating purchasing any of the Notes should make its own
independent investigation of the financial condition and affairs, and its own appraisal of the
creditworthiness, of the Issuer. Neither this Drawdown Prospectus nor any other information supplied in
connection with the Programme or the Notes constitutes an offer or invitation by or on behalf of the Issuer,
Dealer or Arranger to any person to subscribe for or to purchase any of the Notes.
The delivery of this Drawdown Prospectus does not at any time imply that the information contained
herein concerning the Issuer is correct at any time subsequent to the date of this Drawdown Prospectus or
that any other information supplied in connection with the Programme or the Notes is correct as of
any time subsequent to the date indicated in the document containing the same. Neither the Dealer nor
the Arranger expressly undertakes to review the financial condition or affairs of the Issuer during the
life of the Programme. Prospective investors should review, inter alia, the most recently published audited
annual unconsolidated financial statements and unaudited semi-annual interim unconsolidated financial
statements of the Issuer, when deciding whether or not to purchase any of the Notes.
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This Drawdown Prospectus does not constitute, and may not be used for or in connection with, an offer
to any person to whom it is unlawful to make such offer or a solicitation by anyone not authorised so to act.
The distribution of this Drawdown Prospectus and the offer or sale of the Notes may be restricted by law
in certain jurisdictions. Persons into whose possession this Drawdown Prospectus or any Notes come must
inform themselves about, and observe, any such restrictions. In particular, there are restrictions on the
distribution of this Drawdown Prospectus and the offer or sale of the Notes in the European Economic Area
("EEA") (and certain member states thereof), Japan and the United States (see "Subscription and Sale"
below).
The Notes have not been and will not be registered under the United States Securities Act of 1933, as
amended (the "Securities Act"), or with any securities regulatory authority of any state or jurisdiction of
the United States. Notes may not be offered, sold or delivered within the United States or to, or for the
account or benefit of, U.S. persons, as defined in Regulation S under the Securities Act ("Regulation S").

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TABLE OF CONTENTS
SUMMARY OF THE ISSUE .......................................................................................................................... 5
RISK FACTORS ........................................................................................................................................... 20
TERMS AND CONDITIONS OF THE NOTES .......................................................................................... 23
GENERAL INFORMATION ........................................................................................................................ 37

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SUMMARY OF THE ISSUE
Summaries are made up of disclosure requirements known as `Elements'. These elements are numbered in
Sections A E (A.1 E.7).

This summary contains all the Elements required to be included in a summary for this type of securities and
Issuer. Some Elements are not required to be addressed and there may therefore be gaps in the numbering
sequence of the Elements.

Even though an Element may be required to be inserted in the summary because of the type of securities
and Issuer, it is possible that no relevant information can be given regarding the Element. In this case, the
Element is included in the summary with the mention of `not applicable'.
Section A - Introduction and warnings

Element
Title

A.1
Introduction:
This summary must be read as an introduction to this Drawdown Prospectus
and any decision to invest in the Notes should be based on a consideration of
the Base Prospectus as a whole, including any information incorporated by
reference. Following the implementation of the Prospectus Directive
(Directive 2003/71/EC) in each Member State of the European Economic
Area, no civil liability will attach to the Responsible Persons in any such
Member State solely on the basis of this summary, including any translation
thereof, unless it is misleading, inaccurate or inconsistent when read
together with the Base Prospectus, including any information incorporated
by reference or it does not provide, when read together with the Base
Prospectus, key information in order to aid investors when considering
whether to invest in the Notes. Where a claim relating to the information
contained in this Drawdown Prospectus is brought before a court in a
Member State of the European Economic Area, the plaintiff may, under the
national legislation of the Member States, be required to bear the costs of
translating the Drawdown Prospectus before the legal proceedings are
initiated.
A.2
Consent:
Not Applicable. This is not a public offer and the Issuer does not consent to
the use of this Drawdown Prospectus in connection with any public offer of
the Notes.
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Section B - Issuer

Element
Title

B.1
Legal and
BrokerCreditService Structured Products plc (the "Issuer")
commercial
name of the
Issuer:
B.2
Domicile and
The Issuer was incorporated in the Republic of Cyprus as a limited liability
legal form of
company under the Cyprus Companies Law, Cap. 113, having its registered
the Issuer:
office at 116 Gladstonos Street, M. Kyprianou Tower, 3rd-4th floors, 3032,
Limassol, Cyprus.
The Issuer was converted to a public limited company under section 31 of the
Cyprus Companies Law on 14 May 2015.
B.4b
Trends:
Not Applicable. There are no trends.
B.5
The Group
The Issuer is a special purpose vehicle which acts as an investment and
financing company for the Group and issues Notes under the Programme
The Issuer is a subsidiary of FG BCS Ltd. (together with its consolidated
subsidiaries, the "Group"). The other subsidiaries of FG BCS Ltd. are BCS
Prime Brokerage Limited, BrokerCreditService (Cyprus) Limited, Siberian
Investments LLC, BCS-Forex Ltd, BCS Investment Management Ltd and
BCS Americas Inc.
Oleg Mikhasenko is the ultimate beneficial owner of the Group.
FG BCS Ltd. is incorporated and domiciled in Cyprus.
The Issuer is a trading company and acts as the Group's operational company
in Cyprus.
As of the date hereof, the Issuer has five subsidiaries. These subsidiaries are
Routa Luxury Services Ltd., Flamel Global Limited, Botimelo Group Ltd,
Seldthorn Private Equity Limited and Kertina Group Ltd.
Each of the Issuer's Subsidiaries is established to carry on any trade or
activity whatsoever related to, connected with or involving shares, stock,
debentures, debenture stock, bonds, notes, obligations, warrants, options,
derivatives, commodities and any other instruments related to equity, debt or
commodities of all kinds (except for investment activity that requires
authorisation and/or a licence).
B.9
Profit forecast: Not Applicable. The Issuer does not have a profit forecast.
B.10
Audit report
Not Applicable. There are no qualifications in the audit report.
qualifications:

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B.12
Financial information:
Selected historical key information:
Comparative Annual Financial Data In EUR

31/12/2016 31/12/2015
Dividend income
790,377
138,889
Loan interest income
17,451,645
9,471,793
Net (loss)/gain on trading
(18,783,065) 21,028,842
in financial instruments
Net gain/(loss) realised on
74,172,470 (141,218,002)
trading in foreign
currencies
Interest income from bonds
151,145,322
57,125,672
Interest income from
49,603,821 60.976,395
reverse repurchase
agreements
Interest expense from
(125,099,226) (48,245,131)
bonds
Loan interest expense
(5,223,229)
(7,843,689)
Interest expense on
(63,524,185) (53,232,562)
payables under repurchase
agreements
Change in fair value of
(22,687,984) 58,557,483
derivative financial
instruments
Administration and other
(19,984,300) (9,662,534)
expenses
Operating profit / (loss)
93,976,770
21,894,331
Finance costs
(15,257,512)
(27,728)
Net profit/loss
78,719,258
8,247,426

31/12/2016 31/12/2015
Non-current assets
107,760,973
67,454,237
Current assets
4,106,063,324
1,842,310,274
TOTAL assets
4,213,824,297
1,909,764,511
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Non-current liabilities
72,302,053
31,505,179
Current liabilities
3,975,710,001
1,819,216,596
TOTAL liabilities
4,048,012,054
1,850,721,775

TOTAL equity
165,812,243
59,042,736

Statements of no significant or material adverse change
There has been no significant change in the financial or trading position of the Issuer since 31 December
2016. There has been no material adverse change in the prospects of the Issuer since 31 December 2016.
B.13
Recent Events: Not Applicable. There have been no recent events.
B.14
Dependence
The Issuer has not entered into any formal arrangement pursuant to which it
upon other
receives support from any other member of the Group and is not dependent
entities within
upon any other member of the Group in carrying out its day-to-day business
the Group:
or otherwise.
Please also refer to item B.5 above.
B.15
Principal
The Issuer acts as an investment and financing company and conducts
activities:
trading operations in the international securities markets (except for the
investment activity that requires authorisation and/or license).
This includes entering into transactions with market counterparties and
related parties that are members of the Group. These transactions include, but
are not limited to, repo transactions, loans and transactions in securities in the
international capital markets including exchanges and Over-the-Counter
("OTC") markets. The Issuer also conducts investment activities in different
types of bonds of both Russian and international issuers.
B.16
Controlling
The majority of the issued share capital of the Issuer is owned by FG BCS
persons:
Ltd. of Preveza, 13, Floor 1, Flat 101, 1065, Nicosia, Cyprus.
The ultimate shareholder owning and controlling the Issuer is Oleg
Mikhasenko, who is also the sole ultimate beneficial owner of the Group.
Section C - Notes

Element
Title

C.1
Description of The Notes are issued as Series number 2017-8, Tranche number 1. The
type and class
denomination of the Notes is RUB 350,000.
of Securities:
Forms of Notes: Notes are issued in registered form.
Security Identification Number(s):
ISIN Code: XS1654237129
Common Code: 165423712
C.2
Currency of
The denomination of the Notes is Russian Roubles.
the Securities
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Element
Title

Issue:
The Notes will be freely transferable, subject to the offering and selling
C.5
Free
restrictions in the Russian Federation, the Republic of Cyprus and under the
transferability: Prospectus Directive and the laws of any jurisdiction in which the relevant
Notes are offered or sold.
C.8
The Rights
Notes issued under the Programme will have terms and conditions relating to,
Attaching to
among other matters:
the Securities,
Status of the Notes
including
Ranking and
The Notes constitute unsubordinated and unsecured obligations of the Issuer.
Limitations to
The Notes constitute direct, general and unconditional obligations of the
those Rights:
Issuer which rank at least pari passu with all other present and future
unsecured obligations of the Issuer, save for such obligations as may be
preferred by provisions of law that are both mandatory and of general
application.
Events of Default
The terms of the Notes will contain events of default including non- payment,
non-performance or non-observance of the Issuer's obligations in respect of
the Notes and the insolvency or winding up of the Issuer.
Meetings
The terms of the Notes will contain provisions for calling meetings of holders
of such Notes to consider matters affecting their interests generally. These
provisions permit defined majorities to bind all holders, including holders
who did not attend and vote at the relevant meeting and holders who voted in
a manner contrary to the majority.
Taxation
All payments in respect of Notes will be made free and clear of withholding
taxes of the Republic of Cyprus, as the case may be, unless the withholding is
required by any law and/or regulation.

Governing law
The Notes, the Fiscal Agency Agreement (as amended or supplemented from
time to time) and the Deed of Covenant (as amended or supplemented from
time to time) and any non- contractual obligations arising out of or in
connection with the Fiscal Agency Agreement and the Deed of Covenant are
governed by, and shall be construed in accordance with English law.
C.9
The Rights
Interest
Attaching to
The Notes pay interest at fixed rates.
the Securities
(Continued),
Interest is payable on:
Including
(i)
the 16 August 2017 (the "Cut-off Date"); and
Information as
to Interest,
(ii)
each 16 February and 16 August in each calendar year from (and
Maturity, Yield
excluding) the Cut-off Date up to (and including) the Maturity Date,
and the
provided that no Credit Event or Acceleration Event (each as defined below)
Representative
of the Holders: .

Issue-specific summary:
The rate of interest is, in respect of:
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Element
Title

(i)
the Interest Period ending on (but excluding) the 16 August 2017
(the "Cut-off Date"), 9 per cent. per annum; and
(ii) each Interest Period from (and including) the Cut-off Date, 12 per
cent. per annum.

Redemption
The Notes may be redeemed early for tax reasons at an amount equal to the
sum of the Principal Amount then outstanding and any interest accrued on
such Principal Amount up to (and excluding) the date of redemption (and, for
the avoidance of doubt, the redemption amount in respect of each Security (of
the Specified Denomination), shall be such Security's pro rata share of such
amount).
Notes may be cancelled or redeemed early if the performance of the
Issuer's obligations under the Notes has become illegal or by reason of force
majeure or act of state it becomes impossible or impracticable for the Issuer
to perform its obligations under the Notes and/or any related hedging
arrangements.
The Notes are linked to Reference Obligations (See C.20 below) and may
therefore be cancelled or redeemed early following certain other events See
C.18.

Indication of Yield
The yield is calculated on the Issue Date on the basis of the Issue Price and on
the assumption that there is no Credit Event. It is not an indication of future
yield.
Representative of Noteholders
No representative of the Noteholders has been appointed by the Issuer. Please
also refer to item C.8 above for rights attaching to the Notes.
C.11
Listing and
Application will be made to the Irish Stock Exchange for the Notes to be
Trading:
admitted to the official list (the "Official List") and trading on its regulated
market (the "Main Securities Market").
C.15
How the
The Value of the Notes will depend on the performance of the Reference
value of the
Obligations.
investment
in the
If either of:
derivative
securities is
(i)
a Credit Event in respect of one of the Reference Obligations occurs;
affected by
or
the value of
(ii)
the performance of the basket of Reference Obligations falls below 82
the
per cent. (the "Acceleration Event"),
underlying
assets
the Notes will be redeemed early.
The cash payment to Noteholders following a Credit Event or an
Acceleration Event or on the Maturity Date will be determined with reference
to the performance of the basket of Reference Obligations during the period
from the Cut-off Date to the early redemption (or, in the case of the Maturity
Date, the date that is two Business Days prior to the Maturity Date).
If the value of the basket of Reference Obligations decreases during the
period from the Cut-off Date to the early redemption (or, in the case of the
Maturity Date, the date that is two Business Days prior to the Maturity Date),
the redemption amount of the Notes will be less than par. Conversely, if the
value of the basket of Reference Obligations increases, the redemption
amount will be greater than par. The greater the increase or decrease in the
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