PAO PROMOMED (the “Company”) is an innovative biopharmaceutical company with potential for significant growth in promising segments of the pharmaceutical market.
In order to continue financing its investment program aimed at developing innovative medicines, the Company decided to raise financing through a completely new financial instrument for the Russian market — “convertible” structured bonds, the return on which is linked to the growth in the Company’s equity value.
The instrument generated record demand: across the two transactions, the Company attracted more than 1,200 new high-quality investors — the first-ever experience on the Russian market of using an instrument for broad distribution to investors.
The instrument was structured to minimize pressure on share quotations and adapted to various market dynamics scenarios.
Unlike many structured instruments linked to share value, the funds were directed to the development of the client as the issuer of the shares serving as the underlying asset.
For the first time in Russian practice, a market instrument of convertible debt financing was structured on the basis of structured bonds issued off the balance sheet of a specialized finance company (SFO)
For the first time in Russian practice, a market instrument of convertible debt financing was structured on the basis of structured bonds issued off the balance sheet of a specialized finance company (SFO)
In this transaction, various mechanisms were coordinated with the Bank of Russia and implemented for the first time, such as a mechanism for hedging the bonds through physical-settlement options with a company of the PROMOMED group, a mechanism for redeeming the bonds with shares without the bondholders' consent, etc.
Development of a flexible transaction model adapted to the dynamics of market conditions;
Preparation and coordination with the regulator of all necessary documentation relating to the issuance and placement of bonds, including new mechanisms in the issuance documentation;
Support for the securities issuance process;
Support in preparing comprehensive derivative documentation hedging bond obligations;
Organization of the placement of issues of structured bonds off the balance sheet of the SFO under the management of its own SFO management company, FOCUS Management;
Preparation of drafts of all transaction-related information materials and review of the transaction's marketing materials.
involved in the transaction
