<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)
OF UNDERSTANDING BETWEEN THE GOVERNMENT OF THE
FEDERATION AND THE GOVERNMENT OF THE KINGDOM OF SPAIN
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
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.
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
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.
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
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).
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.
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.
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
- 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
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.
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
- Purchase of equity interests in existing Russian
- Purchase of equity interests in newly privatised
- Repayment of loans or taxes owed to the Government of the
- 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
- 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
- Investors" right to re-sell their interests in projects and
enterprises acquired under the Program will be restricted for a specified
- 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.
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.
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.
7.1. Timing. The Governments intend to continue their discussions on the
Program with a view toward implementing the first pilot projects as soon as
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.