15. BORROWINGS
The Group's borrowings comprise the following:
|
|
|
December 31, |
|
December 31, |
|
||
|
Notes |
|
|
108,776 |
|
|
78,186 |
|
|
Bank and other loans |
|
|
182,937 |
|
|
195,088 |
|
|
Finance lease obligations |
|
|
11,857 |
|
|
11,046 |
|
|
|
|
|
|
|
|
|
|
|
Total borrowings |
|
|
303,570 |
|
|
284,320 |
|
|
|
|
|
|
|
|
|
|
|
Less: current portion |
|
|
(64,474 |
) |
|
(47,207 |
) |
|
Total borrowings, non-current |
|
|
239,096 |
|
|
237,113 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes—The Group's Notes consisted of the following:
|
|
|
Currency |
|
Interest rate |
|
December 31, |
|
December 31, |
|
||
|
MTS International Notes due 2023 (Note 2) |
|
USD |
|
5.00% |
|
|
26,187 |
|
|
28,218 |
|
|
MTS International Notes due 2020 (Note 2) |
|
USD |
|
8.625% |
|
|
17,621 |
|
|
18,537 |
|
|
MTS PJSC Notes due 2022 |
|
RUB |
|
7.70% |
|
|
14,947 |
|
|
— |
|
|
MTS PJSC Notes due 2023 |
|
RUB |
|
8.25% |
|
|
9,997 |
|
|
9,984 |
|
|
MTS PJSC Notes due 2031 |
|
RUB |
|
9.40% |
|
|
9,994 |
|
|
9,986 |
|
|
MTS PJSC Notes due 2022 |
|
RUB |
|
9.00% |
|
|
9,991 |
|
|
— |
|
|
MTS PJSC Notes due 2021 |
|
RUB |
|
8.85% |
|
|
9,986 |
|
|
— |
|
|
MTS PJSC Notes due 2018 |
|
RUB |
|
7.70% |
|
|
9,986 |
|
|
— |
|
|
MTS PJSC Notes due 2020 |
|
RUB |
|
9.25% |
|
|
49 |
|
|
1,448 |
|
|
MTS PJSC Notes due 2017 |
|
RUB |
|
8.70% |
|
|
— |
|
|
9,995 |
|
|
Other Notes due 2018-2022 |
|
RUB |
|
0.25% - 10% |
|
|
18 |
|
|
18 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total notes |
|
|
|
|
|
|
108,776 |
|
|
78,186 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: current portion |
|
|
|
|
|
|
(29,979 |
) |
|
(11,389 |
) |
|
Total notes, non-current |
|
|
|
|
|
|
78,797 |
|
|
66,797 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Group has an unconditional obligation to repurchase certain MTS PJSC Notes at par value if claimed by the noteholders subsequent to the announcement of the sequential coupon. The dates of the announcement for each particular note issue are as follows:
|
MTS PJSC Notes due 2023 |
|
|
March 2018 |
|
|
MTS PJSC Notes due 2031 |
|
|
August 2018 |
|
|
MTS PJSC Notes due 2020 |
|
|
November 2018 |
|
The Group discloses these notes as maturing in 2018 (MTS PJSC Notes due 2023; MTS PJSC Notes due 2031; MTS PJSC Notes due 2020) in the aggregated maturities schedule as the noteholders have the unilateral right to demand repurchase of the notes at par value upon announcement of new coupons.
As of Desember 31, 2017 the Group had no outstanding repurchase transactions. As of December 31, 2016 the Group had the following outstanding repurchase transactions with a due date on January 09, 2017:
|
|
|
No of |
|
Due |
|
Unrealized |
|
Total |
|
||||
|
MTS PJSC Notes due 2018 |
|
|
2,777,440 |
|
|
2,588 |
|
|
— |
|
|
2,588 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,588 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The above balances are included in the short-term portion of bank loans and other debt disclosed below.
Bank and other loans—The Group's loans from banks and financial institutions consisted of the following:
|
|
|
Maturity |
|
Interest rate (actual at |
|
December 31, |
|
December 31, |
|
||
|
USD-denominated: |
|
|
|
|
|
|
|
|
|
|
|
|
Calyon, ING Bank N.V, Nordea Bank AB, Raiffeisen Zentralbank Osterreich AG |
|
2018 - 2020 |
|
LIBOR + 1.15% (2.994%) |
|
|
17,077 |
|
|
25,394 |
|
|
Citibank |
|
2018 - 2024 |
|
LIBOR + 0.9% (2.744%) |
|
|
10,592 |
|
|
12,812 |
|
|
Skandinavska Enskilda Banken AB |
|
2017 |
|
LIBOR + 0.23% – 1.8% (2.069% – 3.644%) |
|
|
— |
|
|
1,163 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,669 |
|
|
39,369 |
|
|
EUR-denominated: |
|
|
|
|
|
|
|
|
|
|
|
|
Credit Agricole Corporate Bank and BNP Paribas |
|
2017 |
|
EURIBOR + 1.65% (1.38%) |
|
|
— |
|
|
876 |
|
|
LBBW |
|
2017 |
|
EURIBOR +1.52% (1.25%) |
|
|
— |
|
|
296 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
1,172 |
|
|
RUB-denominated: |
|
|
|
|
|
|
|
|
|
|
|
|
Sberbank |
|
2018 - 2021 |
|
8.45% – 9.85% |
|
|
149,890 |
|
|
144,813 |
|
|
VTB |
|
2021 |
|
7.99% |
|
|
5,000 |
|
|
— |
|
|
Gasprombank |
|
2018 |
|
9.6% – 10.9% |
|
|
— |
|
|
4,000 |
|
|
Notes in REPO |
|
2018 |
|
Various |
|
|
— |
|
|
2,588 |
|
|
Citibank |
|
2018 |
|
9.9% – 9.95% |
|
|
— |
|
|
2,400 |
|
|
Other |
|
2018 - 2025 |
|
Various |
|
|
247 |
|
|
533 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
155,137 |
|
|
154,334 |
|
|
Other currencies: |
|
|
|
|
|
|
|
|
|
|
|
|
Various financial institutions |
|
2018 - 2020 |
|
Various |
|
|
131 |
|
|
213 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
131 |
|
|
213 |
|
|
Total bank and other loans |
|
|
|
|
|
|
182,937 |
|
|
195,088 |
|
|
Less: current portion |
|
|
|
|
|
|
(33,694 |
) |
|
(35,188 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total bank and other loans, non-current |
|
|
|
|
|
|
149,243 |
|
|
159,900 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compliance with covenants—Bank loans and notes of the Group are subject to certain covenants limiting the Group's ability to incur debt, carry on transactions with related parties, create liens on properties, dispose assets, including GSM and 3G licenses for several license areas, issue guaranties, grant loans to employees and entities, delist notes, delay coupon payments, merge or consolidate MTS PJSC with another entity or be a subject to a court decision to pay over USD 75 million (RUB 4,320 million as of the reporting date, which remains unsatisfied for more than 60 days) or be a subject to a court decision to pay over USD 250 million (RUB 14,400 million as of the reporting date, which remains unsatisfied for more than 180 days) without being appealed, discharged or waived.
The Group is required to comply with certain financial ratios and maintain ownership in certain subsidiaries.
The noteholders of MTS International Notes due 2020 and MTS International Notes due 2023 have the right to require the Group to redeem the notes at 101% of their principal amount and related interest, if the Group experiences a change in control.
If the Group fails to meet these covenants, after certain notice and cure periods, the debtholders are entitled to accelerate the repayment of the debt.
The Group was in compliance with all existing notes and bank loans covenants as of December 31, 2017.
Available credit facilities—As of December 31, 2017, the Group's total available unused credit facilities amounted to RUB 36,000 million and related to the following credit lines:
|
|
|
Currency |
|
Maturity |
|
Interest rate |
|
Available till |
|
Available |
|
||
|
Sberbank |
|
RUB |
|
|
2021 |
|
To be agreed |
|
April 2021 |
|
|
20,000 |
|
|
VTB |
|
RUB |
|
|
2021 |
|
7.99% |
|
January 2021 |
|
|
10,000 |
|
|
Absolut Bank |
|
RUB |
|
|
2019 |
|
CBR1 auction rate + 1.25% – 1.8% |
|
December 2019 |
|
|
3,000 |
|
|
SPB Bank |
|
RUB |
|
|
2020 |
|
To be agreed |
|
March 2020 |
|
|
3,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
36,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
CBR—Central Bank of Russia |
|
In addition, the Group has a credit facility made available by Citibank at MosPrime + 1.50% interest rate with the available amount set up on request and to be repaid within 182 days.
The following table presents the aggregated scheduled maturities of principal on notes and bank loans (gross of debt issuance costs) outstanding for the five years ending December 31, 2022 and thereafter:
|
|
|
As of December 31, 2017 |
|
||||
|
|
|
Notes |
|
Bank loans |
|
||
|
Payments due in the year ending December 31, 2018 |
|
|
30,054 |
|
|
34,005 |
|
|
2019 |
|
|
— |
|
|
74,229 |
|
|
2020 |
|
|
17,677 |
|
|
51,240 |
|
|
2021 |
|
|
10,012 |
|
|
19,920 |
|
|
2022 |
|
|
25,000 |
|
|
1,753 |
|
|
Thereafter |
|
|
26,257 |
|
|
2,640 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
109,000 |
|
|
183,787 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: unamortized debt issuance costs |
|
|
(224 |
) |
|
(850 |
) |
|
Total debt |
|
|
108,776 |
|
|
182,937 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Early repayment of Calyon, ING Bank N.V, Nordea Bank AB, Raiffeisen Zentralbank Osterreich AG (Tranche B) debt—On March 1, 2018 the Group fully repaid its outstanding loans of Tranche B in whole amount of USD 224.7 million (RUB 12,668 million), in addition to the amount of interest accrued.
Finance lease obligations—The following table presents a summary of net book value of leased property, plant and equipment:
|
|
|
December 31, |
|
December 31, |
|
||
|
Network and base station equipment |
|
|
8,098 |
|
|
6,906 |
|
|
Office equipment, vehicles and other |
|
|
63 |
|
|
66 |
|
|
|
|
|
|
|
|
|
|
|
Leased assets, net |
|
|
8,161 |
|
|
6,972 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions under finance lease agreements for the years ended December 31, 2017, 2016 and 2015 amounted to RUB 3,339 million, RUB 1,117 million and RUB 1,735 million respectively. Depreciation of the assets under finance leases for the years ended December 31, 2017, 2016 and 2015 amounted to RUB 702 million, RUB 603 million and RUB 554 million, respectively, and was included in depreciation and amortization expense in the accompanying consolidated statement of profit or loss.
Interest expense accrued on finance lease obligations for the year ended December 31, 2017, 2016 and 2015 amounted to RUB 954 million, RUB 855 million and RUB 756 million, respectively, and was included in finance costs in the accompanying consolidated statement of profit or loss.
The following tables present future minimum lease payments under capital leases together with the present value of the net minimum lease payments as at December 31, 2017 and 2016:
|
|
|
December 31, |
|
December 31, |
|
||
|
Minimum lease payments, including: |
|
|
|
|
|
|
|
|
Current portion (less than 1 year) |
|
|
1,763 |
|
|
1,432 |
|
|
More than 1 to 5 years |
|
|
6,837 |
|
|
6,079 |
|
|
Over 5 years |
|
|
12,845 |
|
|
11,061 |
|
|
|
|
|
|
|
|
|
|
|
Total minimum lease payments |
|
|
21,445 |
|
|
18,572 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less amount representing interest |
|
|
(9,588 |
) |
|
(7,526 |
) |
|
Present value of net minimum lease payments, including: |
|
|
|
|
|
|
|
|
Current portion (less than 1 year) |
|
|
801 |
|
|
630 |
|
|
More than 1 to 5 years |
|
|
3,138 |
|
|
3,055 |
|
|
Over 5 years |
|
|
7,918 |
|
|
7,361 |
|
|
Total present value of net minimum lease payments |
|
|
11,857 |
|
|
11,046 |
|
|
|
|
|
|
|
|
|
|
|
Less current portion of lease obligations |
|
|
(801 |
) |
|
(630 |
) |
|
Non-current portion of lease obligations |
|
|
11,056 |
|
|
10,416 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Leased assets include transponders which are installed on a satellite and used for provision of satellite television services, network equipment and automobiles. The lease term of the transponders is twelve years. The lease term of network equipment is fifteen years. The average lease term of the automobiles is three years. The Group has an obligation to purchase these automobiles under the respective finance lease agreements at the end of the lease term.