CTF Holdings Limited - Guaranteed secured loan notes programmes

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Slaughter and May advised CTF Holdings Limited (CTF), the top holding company of Alfa Group Consortium, one of Russia’s largest privately owned financial industrial conglomerates with interests in oil and gas, commercial and investment banking, asset management, insurance, retail trade, telecommunications, technology, media and other investments, in connection with the establishment of up to US$350,000,000 guaranteed secured loan notes programme by Luckyworth Limited, a wholly owned subsidiary of CTF, (the Series A Issuer) and the first issue of $215,000,000 notes due 2012 thereunder. Slaughter and May also advised on the establishment of up to US$250,000,000 guaranteed secured loan notes programme by Cesaro Holdings Limited, another wholly owned subsidiary of CTF, (the Series B Issuer) and the first issue of $135,000,000 notes due 2012 thereunder.

The loan notes are secured by part of the Series A Issuer's and Series B Issuer's majority holding of London listed Global Depositary Receipts in X5 Retail Group N.V., one of the largest food retail groups in Russia. The programmes are guaranteed by CTF and, in certain circumstances, cross guaranteed by each of the issuers.

The proceeds of the first issue of notes under the programmes are to be used for Luckyworth's and Cesaro's general corporate purposes.

Miranda Leung (partner), Richard Fletcher (associate)