<МЕМОРАНДУМ О ВЗАИМОПОНИМАНИИ МЕЖДУ ПРАВИТЕЛЬСТВОМ РОССИЙСКОЙ ФЕДЕРАЦИИ И ПРАВИТЕЛЬСТВОМ КОРОЛЕВСТВА ИСПАНИЯ ПО ВОПРОСУ КОНВЕРСИИ ДОЛГА БЫВШЕГО СССР> [англ.](Подписан в г. Москве 22.05.2001)
MEMORANDUM
OF UNDERSTANDING BETWEEN THE GOVERNMENT OF THE
RUSSIAN
FEDERATION AND THE GOVERNMENT OF THE KINGDOM OF
SPAIN
(Moscow, 22.V.2001)
1. Purpose
1.1. General. This Memorandum
records the understanding of the Governments regarding the framework to be
applied in creating a program for the conversion of Soviet-era sovereign debts
of the Government of the Russian Federation owed to the Government of the
Kingdom of Spain to private investments in the Russian economy (the
"Program").
1.2. Scope of Program. The Program will be based on the
purchase of debts referred to in Paragraph 2.1 with the Kingdom of Spain and the
discharge of those debts against payments in rubles for use in direct
investments in projects within the territory of the Russian Federation. The debt
for investment swap mechanism in the framework of this Program is reserved
exclusively to firms of Spanish origin.
1.3. Goals of Program. Bearing in
mind the fact that the economic performance of the Russian Federation after 1998
crisis is encouraging and the financial situation has improved and this
situation allows Russian Federation to completely honour their financial
obligations with the International Community, the goals of the Program are (i)
to increase the sustainability of Soviet era debt burdens assumed by the
Government of the Russian Federation by better matching the debt service
obligations of the Government of the Russian Federation to the resources
available to it, (ii) to encourage new investment in the real Russian economy
that otherwise would not occur, and (iii) to promote Russian-Spanish trade and
economic ties.
1.4. Principles of Program. The Program is based upon
market principles and to provide appropriate economic incentives to all
participants. The Governments recognize that the success of the Program will
depend upon clear criteria, transparent operation, and openness to
participants.
1.5. Relationship with the Paris Club. Any agreement
reached on the basis of the Program will be in accordance with the Paris Club
principles and the respect of the multilateral agreements. Therefore any
transaction within the Program will be considered and treated on a case-by-case
basis. Such kind of programs based on the debt for investment swap mechanism is
intended to be made available to all Participating Creditor Countries.
2.
Eligible debts
2.1. Soviet-era sovereign debts eligible. Any debt that falls
within the Declaration by the Government of the Russian Federation signed in
Paris on April 2, 1993, assuming responsibility for debts to foreign creditors
of the former Union of Soviet Socialist Republics, and that represents a direct
loan from the Government of the Kingdom of Spain or any legally authorized
entity or a commercial credit guaranteed or insured by the Government of the
Kingdom of Spain or any legally authorized entity will be eligible for
conversion under the Program.
2.2. Current and future maturities
eligible. The claims eligible for inclusion shall be the debt previously
rescheduled under the Bilateral Agreements between the Government of the Russian
Federation and the Government of the Kingdom of Spain.
2.3. Debt to be
converted. The Governments will approve on a case by case basis the debt to be
converted for each specific project and the mechanisms to be used for its
approval.
3. Eligible investments
3.1. Identification of potential
projects. The Ministry of Finance of the Russian Federation upon consultation
with the appropriate agencies of the Government of the Russian Federation and
the Ministry of Economy of Spain will approve the projects eligible for the
program. The potential investors will present and submit to the Governments the
projects to be included into the Program.
3.2. Program intended for
projects without market alternatives. The Governments share the view that the
Program should not be implemented so as to displace private investment that
would have taken place independently or to encourage speculation. Therefore, the
investments eligible for participation in the Program should be mainly focussed
to those that do not have ready access to ordinary capital markets and would
otherwise have difficulty in attracting foreign investment (i.e., those for
which a liquid market in their securities does not already exist).
3.3.
No restrictions by sector. Subject to the principles of paragraph 3.2. there
will be no sector- or industry-based limitations on projects eligible to
participate in the Program.
3.4. Program intended for foreign investors.
The Governments intend to implement appropriate safeguards to ensure that
investors under the Program are not acting on behalf of Russian
interests.
4. Selection of projects
4.1. Process. The Ministry of
Finance of the Russian Federation and the Ministry of Economy of Spain will
review applications to the Program and agree on the proposals to be
accepted.
4.2. Pilot projects. The Governments anticipate that a limited
number of pilot projects will be identified early in the Program and that
technical details of implementation will be finalized in the context of those
projects.
5. Procedures for conversion
5.1. Terms of redemption and
assignment of debt. Once a project has been accepted, the Ministry of Finance of
the Russian Federation and the Ministry of Economy of Spain, upon consultation
with their appropriate agencies, will agree the financial terms of the
redemption and the assignment of debt with the investor.
5.2. Incentives.
The Governments recognize that the Program should operate on the basis of market
principles, that private investors must receive appropriate incentives to induce
them to participate in the Program and that all parties to the transaction
should benefit from the Program. The Governments will consult and cooperate to
implement the following principles:
- In order to induce the Spanish
investors to purchase the debts, the Government of the Kingdom of Spain should
offer them at a price that reflects the market value of comparable obligations
of the Government of the Russian Federation.
- In order to provide an
incentive to private investors to invest through the Program rather than through
the purchase of debt instruments on the open market, the Government of the
Russian Federation should provide additional economic incentives in the terms of
the redemption of obligations that are reasonable in light of the market value
of the underlying debts and the domestic economic benefits generated by the
Program.
- The Government of the Russian Federation also will consider a
number of regulatory initiatives to encourage investment under the Program,
including accelerated regulatory decision-making and licensing for projects
under the Program and creation of a favourable legal, tax, and financial
environment for the financial transactions and project implementation envisaged
by the Program.
6. Administration of projects
6.1. Disbursement.
Following the agreement of terms and the assignment of debts to the investor,
the investor shall present the relevant claims to the Ministry of Finance of the
Russian Federation. The Ministry of Finance shall provide ruble amounts to the
investor in accordance with the agreed terms against discharge of the relevant
debt. The ruble amounts shall be credited to a special account in the investor"s
name with an agent bank appointed by the Ministry of Finance, which shall
operate the account in accordance with the terms of the Program.
6.2. Use
of funds. The Governments acknowledge that the use of funds disbursed under the
Program must be restricted to ensure that the goals of the Program are met. The
Governments currently anticipate that the following categories of expenditure
will generally be acceptable under the Program (though the Governments may by
mutual agreement vary these principles in particular projects):
-
Purchase of equity interests in existing Russian companies.
- Purchase of
equity interests in newly privatised companies.
- Repayment of loans or
taxes owed to the Government of the Russian Federation.
- Purchase in
Russia of goods, services, or property needed for project implementation.
- Purchase abroad of goods, services, or property needed for project
implementation, limited to 20% of Program funds for the project.
6.3.
Safeguards. The Governments share the understanding that certain safeguards will
be necessary to avoid abuse of the Program and to ensure that the resources
committed achieve the goals of the Program. To that end, the following
restrictions are generally anticipated, although they will be adopted on a case
by case basis depending on the projects:
- The use of funds disbursed
under the Program within Russia will be subject to appropriate monitoring and
reporting requirements administered by the Government of the Russian Federation
through its agent bank.
- Investors" right to re-sell their interests in
projects and enterprises acquired under the Program will be restricted for a
specified period.
- Re-investment into the real Russian economy of
dividends and other proceeds of projects and investments under the Program will
be mandatory for a specified period.
- Disbursements from the agent bank
account will be linked to the achievement of specified project milestones and
will be monitored to ensure proper use under the terms of the Program.
6.4. Duration. The Governments anticipate that the pilot projects accepted under
the Program will be implemented quickly, with conversion operations to be
completed in accordance with the Program"s terms within 12 months.
6.5.
National administrative support. The Government of the Russian Federation will
endeavour to ensure coordination and administrative support of the projects
implemented under the Program. These functions are to be led by a new
organization specializing in investment promotion that will monitor projects and
assist investors in their successful implementation. The Government of the
Russian Federation also anticipates that a special working group chaired by the
Head of Administration of the Government of the Russian Federation will, where
necessary and appropriate to support investment under the Program, propose
amendments to laws of the Russian Federation in accordance with the appropriate
procedures.
6.6. Intergovernmental working group. Taking into
consideration complexity of the problems related to debt swap mechanism, the
Governments will create an intergovernmental working group to analyse each
specific project in the light of the principles of this Program and the Paris
Club.
7. Implementation
7.1. Timing. The Governments intend to continue
their discussions on the Program with a view toward implementing the first pilot
projects as soon as possible.
7.2. Consultations and notifications. Based
on the experience, the Governments intend to consult with the Paris Club of
creditors. The Paris Club will be duly notified of any transaction the parties
agreed to implement under the Program in accordance with procedures and practice
which were applied to in previous transactions.
Signed at Moscow on the 22
of May, 2001, in duplicate in the English languages, both texts being equally
valid.
(Follow the signatures)
