VIII.5. Study of commercial information about the issuer.

The Mosbirzhi website provides sufficient accounting information about issuers. It is clear that there is no need to study commercial information for FLB, BRB (Bank of Russia bonds), regional bonds. In all other cases, it is necessary to study such information. For example, let’s choose corporate bonds on the Mosbirzhi website. For example, let’s choose bonds APRI FP 05 with a maturity date of 02.09.2025 with a coupon rate of 13% per annum. APRI “Fly Planning” Joint Stock Company, corporate bond (RU000A103N19). Payment of coupons is quarterly. The cost of the bond is 860 rubles at a nominal value of 1000 rubles. Well, it suits us.

Fig.206. APRIFP 05 bond.

Let’s assume that this is all we know about the issuer so far. But what would we like to know about him? At least this:

– Type of activity of the issuer;

– Year of registration as a joint-stock company;

– How long has the issuer been issuing bonds;

– Have there been cases of technical default at this issuer;

– Capitalization of the issuer. It is necessary to understand that the amount of bonds issued by this issuer of all series (the maturity of which has not come) does not exceed the amount of all assets of the issuer.

– Information about the correct payment of coupons on time and in full; – The presence of large transactions that can have an impact on the creation of a situation of technical default. For example, if the issuer’s capitalization is 5 billion rubles, and he takes a loan for 3.5 billion rubles, then we need to understand how he is going to repay them. For example, it is clear that if the issuer is a large construction organization, then after construction it will most likely sell apartments and will be able to return this money.

Fig.207. Copy of the issuer’s financial statements.

We type in the search service www.yandex.ru request “APRI “Fly Planning” Joint Stock Company”. Go to the issuer’s website flyplaning.ru . We learn primary information about the issuer from the tex site:

Welcome to the website of the company JSC APRI “Fly Planning”!

The company operates in the market of new buildings and implements projects of complex development of the territory. In terms of the volume of rented housing, it occupies a leading position in the residential real estate market among the developers of the region. Current projects of the company: Club village “Privilege” (comfort class), Residential district “Park-2” (middle price segment), Residential district “Quarter by the lake” (middle price segment). There are apartments for sale from the developer in both commissioned and under construction houses.

We also read the section of the website “Disclosure of information about the developer”, look at photos of constructed objects.

It seems that everything is going well so far, and we are starting to like this issuer. Further. On the APRIFP 05 bonds page, click the “Issuer’s Reporting” button and select “Full Issuer’s Reporting”. In the available information, click “001P Series Bond Program”. We are looking for fresh information and find the information “Bonds exchange series BO-P05” (see Fig.208). Click the floppy disk icon on the right and start analyzing the document. We find (Fig. 209) a link to a resource containing the information we need, open.

Fig. 208. Suitable information for analysis.

Fig.209. Link to a resource with accounting information about the issuer.

Figure 210. General information about the issuer.

Fig.211. The most important information about the issuer.

Let’s get acquainted (Fig. 211) with the most important information about the issuer. In the first document we find out:

“2.3. The agenda of the meeting of the Issuer’s Board of Directors:

On the termination of the participation of APRI “Fly Planning” Joint Stock Company in a commercial organization by selling a share in the authorized capital of a Limited Liability Company Specialized Developer “ICAR Group”.”

Is alarming. Read on.

“JSC APRI “Fly Planning”

Paid income or other payments due to the owners of the Issuer’s securities

Paid income or other payments due to the holders of the Issuer’s securities.

1. General information

1.1. Full corporate name (for a commercial organization) or name (for a non-profit organization) of the issuer: APRI “Fly Planning” Joint Stock Company

1.2. The Issuer’s address specified in the Unified State Register of Legal Entities: 159 Kirova str., Chelyabinsk, Chelyabinsk Region, 454091 Office 909

1.3. The Issuer’s Main State Registration Number (OGRN) (if available): 1197456003360

1.4. The Issuer’s Taxpayer Identification Number (TIN) (if available): 7453326003

1.5. Unique Issuer code assigned by the Bank of Russia: 12464-K

1.6. Address of the Internet page used by the Issuer for information disclosure: https://www.e-disclosure.ru/portal/company.aspx?id=37277

1.7. Date of occurrence of the event (material fact) about which the report was made: 06/22/2022

2. Content of the message

2.1. Type, category (type), series (if any) and other identification features of the issuer’s securities specified in the decision on the issue of securities for which income has been paid and (or) other payments due to their owners have been made:

non-convertible interest-bearing non-documentary exchange-traded bearer bonds of the BO-P04 series with mandatory centralized storage in the amount of 500,000 (five hundred thousand)  pieces with a nominal value of 1,000 (one thousand) rubles each, with a total nominal value of 500,000,000 (Five hundred million) Russian rubles, maturing on the 1092nd (One thousand ninety-second) day from the date of the start of the placement of exchange-traded bonds, with the possibility of early repayment at the request of the owners, placed by open subscription within 001P series exchange-traded bond programs, having identification number 4-00364-R-001P-02E dated 12.07.2018, issue identification number 4B02-04-12464- K-001P dated 12/18/2020, international Securities Identification Code (ISIN): RU000A102KR3 (hereinafter referred to as Exchange–Traded Bonds).

2.2. Registration number of the issue (additional issue) of securities and the date of its registration: 4B02-04-12464- K-001P from 12/18/2020

2.3. Category of payments on the issuer’s securities and (or) other payments due to the holders of the issuer’s securities (dividends on shares; interest (coupon income) on bonds; nominal value (part of the nominal value) of bonds; other payments): coupon yield on bonds.

2.4. The reporting (coupon) period (year; 3, 6, 9 months of the year; other period; start and end dates of the coupon period) for which income on the Issuer’s securities was paid:

The sixth coupon period;

The date of the beginning of the sixth coupon period: 03/23/2022;

The end date of the sixth coupon period: 22.06.2022

2.5. The total amount of income paid on the Issuer’s securities, as well as other payments due to the holders of the Issuer’s securities:

The total amount of income paid on Exchange-traded Bonds of the BO-P04 series for the sixth coupon period is 16,205,000 (Sixteen million two hundred and five thousand) rubles 00 kopecks.

2.6. The amount of income paid, as well as other payments per one security of the issuer: 32.41 rubles (Thirty-two rubles 41 kopecks).

2.7. The total number of securities of the issuer (the number of shares of the issuer of a certain category (type); the number of bonds of a certain issue) for which income was paid and (or) carried out other payments: 500,000 (five hundred thousand) pieces.

2.8. Form of payment of income on the Issuer’s securities and (or) other payments due to the holders of the Issuer’s securities (cash): cash.

2.9. The date on which the persons entitled to receive dividends were determined, if the income paid on the issuer’s securities are dividends on the issuer’s shares: not applicable.

2.10. The date on which the obligation to pay income on the issuer’s securities and (or) to make other payments due to the holders of the issuer’s securities must be fulfilled, and if the specified obligation must be fulfilled by the issuer within a certain period (period of time) – the expiration date of this period: 22.06.2022

2.11. The share (as a percentage) of the fulfilled obligation from the total amount of the obligation to be fulfilled and the reasons for the fulfillment of the obligation not in full, if the obligation to pay income on the issuer’s securities and (or) to make other payments due to the owners of the issuer’s securities is not fulfilled by the issuer in full: 100%, coupon income on Exchange-traded bonds of the BO-P04 series for the sixth coupon period was paid by the issuer in full.”

Yeah. Coupons are paid in full, so things are going well. And then we find.

“JSC APRI “Fly Planning”

Making a significant transaction by the issuer

Making a significant transaction by the issuer

1. General information

1.1. Full corporate name (for a commercial organization) or name (for a non-profit organization) of the issuer: APRI “Fly Planning” Joint Stock Company

1.2. The issuer’s address specified in the unified State Register of Legal Entities: 454091, Chelyabinsk region, Chelyabinsk, Kirova str., 159 office 909

1.3. Main State Registration Number (OGRN) of the Issuer (if available): 1197456003360

1.4. Taxpayer Identification Number (TIN) of the issuer (if available): 7453326003

1.5. The Issuer’s unique code assigned by the Bank of Russia: 12464-K

1.6. The address of the Internet page used by the issuer for information disclosure: https://www.e-disclosure.ru/portal/company.aspx?id=37277

1.7. Date of occurrence of the event (material fact) about which the report was made: 04/28/2022

2. Content of the message

2.1. A person who has made a significant transaction (the issuer; an organization controlled by the issuer that is of significant importance to it): 

2.2. If the organization that has made a significant transaction is an organization controlled by the issuer that is of significant importance to it – the full corporate name (for a commercial organization) or name (for a non-profit organization), location, taxpayer identification number (TIN) (if any), the main state registration number (OGRN) (if any) of the specified organization:  not applicable.

2.3. Category of a material transaction (a material transaction that is not a major one; a major transaction; a transaction in which there is an interest; a major transaction that is simultaneously an interested party transaction):   a substantial transaction.

2.4. Type and subject of a material transaction: surety agreement (hereinafter referred to as the Agreement). JSC APRI “Fly Planning” (Guarantor) enters into a surety agreement to ensure the fulfillment of the obligations of LLC “Specialized Developer “Privilege-4” (Borrower, Beneficiary) to PJSC Sberbank (Bank) under the agreement on the opening of a non-revolving credit line (Loan Agreement). The Guarantor undertakes to be responsible to the Bank for the Borrower’s fulfillment of obligations under the Loan Agreement in full.

2.5. The content of a material transaction, including civil rights and obligations, for the establishment, modification or termination of which the completed material transaction is aimed: The Guarantor undertakes to be responsible to the Bank for the fulfillment of the Borrower’s obligations under the Loan Agreement in full.

2.6. Parties and beneficiaries of a material transaction:

– APRI “Fly Planning” Joint Stock Company – Guarantor;

– Sberbank of Russia Public Joint Stock Company – Bank;

– Limited Liability Company “Specialized developer “Privilege-4” – Beneficiary.

2.7. The term of fulfillment of obligations under a material transaction: until 12/28/2024 inclusive.

2.8. The amount of a significant transaction in monetary terms and as a percentage of the value of the issuer’s assets (if the transaction was made by the issuer) or an organization controlled by the issuer that is of significant importance to it (if the transaction was made by the specified organization):

The size of the transaction in monetary terms: no more than 1,565,803,000.00 rubles.

Transaction size as a percentage of the value of the issuer’s assets: 39.81% of the book value of the issuer’s assets as of the last reporting date.

2.9. The value of assets determined according to the issuer’s accounting (financial) statements (if the transaction was made by the issuer) or an organization controlled by the issuer that is of significant importance to it (if the transaction was made by the specified organization) as of the last reporting date (the end date of the last completed reporting period preceding the date of the transaction): 3,933,174,000 rubles.2.8. Дата совершения сделки (заключения договора): 28.04.2022г.

2.9. Information on making a decision on consent to commit or subsequent approval of a material transaction in the event that the said decision was made by the authorized management body of the issuer or an organization controlled by the issuer that is of significant importance to it (name of the management body of the organization that made the decision on consent to commit or subsequent approval of a material transaction, date of decision, date drawing up and number of the minutes of the meeting (meeting) of the management body of the organization at which the specified decision was made, if it was adopted by the collegial management body of the organization), or an indication that the decision on consent to commit or subsequent approval of a material transaction was not taken: the decision on approval of the transaction by the authorized management body of the issuer was taken.

The name of the management body of the organization that made the decision to consent to a major transaction: The Board of Directors of JSC APRI “Fly Planning”;

Date of the decision on consent to a major transaction: 04/27/2022

Date and number of the minutes of the meeting (meeting) of the management body of the organization at which the decision on consent to a major transaction was made: Minutes dated 02/27/2022          No. 85/22. “

Just the case. The issuer takes a hefty loan amounting to 40% of the value of the issuer’s assets. That’s a lot, but it’s a construction firm. Here it is necessary to generally investigate the situation of the construction business in the Chelyabinsk region and understand how things are going there. Well, that’s all in general. It is desirable to conduct such an analysis in more depth for all the issuer’s bonds, find the points of strong falls on the charts and look for the reasons that caused them in the documentation.

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