8 Oct 2010 07:00
144A/REG S BOND DISCLAIMERS
Disclaimer at top of press release:
NOT FOR DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA AND JAPAN.
New $1 billion Eurobond Issue by VTB
On October 6, 2010, VTB priced its Eurobond offering of U.S.$1 billion ("Offering") under Programme No.2 for the Issuance of Loan Participation Notes.
The U.S.$1 billion Notes due 2020 will be issued by VTB Capital S.A., Luxembourg, and listed on the Irish Stock Exchange. The coupon is fixed at 6.551%, which represents a spread of 410 bps. over the MidSwaps rate at the moment of pricing. Deutsche Bank, Citigroup and VTB Capital are Joint Lead Managers for the Offering.
The Deputy Chairman and CFO of JSC VTB Bank Herbert Moos said: "The transaction generated strong investor demand. The order book was 3 times oversubscribed. Demand has been driven by interest from U.S. and European investors; at the same time the share of Asian investors in VTB bond allocations continues to grow. The bond was priced 10 bps. inside VTB's secondary curve. VTB established a new 10-year yield benchmark for its international debt obligations in line with its strategy to decrease the cost of international capital markets funding."
Disclaimer at end of press release:
This document does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities of VTB or any of its subsidiaries, nor shall any part of it nor the fact of its distribution form part of or be relied on in connection with any contract or investment decision relating thereto, nor does it constitute a recommendation regarding the securities of VTB or any of its subsidiaries.
This document is not for distribution, directly or indirectly, in or into the United States (including its territories and dependencies, any state of the United States and the District of Columbia), Australia, Canada or Japan. This document is not an offer for sale of any securities in the United States.
Securities may not be offered or sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). VTB does not intend to register the securities or conduct a public offering in the United States.
These Notes have not been, and will not be, registered under the Securities Act and, subject to certain exceptions, may not be offered or sold within the United States or to, or for the account or benefit of, a "U.S. Person" within the meaning of Regulation S under the Securities Act ("Regulation S"). The Notes will be offered and sold only (A) outside the United States to non-U.S. Persons in offshore transactions in compliance with Regulation S; or (B) within the United States to "Qualified Institutional Buyers" within the meaning of Rule 144A under the Securities Act ("Rule 144A") who are also "Qualified Purchasers" within the meaning of section 2(a)(51) of the Investment Company Act of 1940, as amended, in reliance on the exemption from the registration requirements provided by Rule 144A. Any failure to comply with this restriction may constitute a violation of U.S. securities laws.
This communication is being distributed to and is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) (a) to (d) of the Order (all such persons together being referred to as "relevant persons"). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
This document is an advertisement for purposes of applicable measures implementing Directive 2003/71/EC.
Information contained in this document is not an offer, or an invitation to make offers, sell, purchase, exchange or transfer any securities in the Russian Federation or to or for the benefit of any Russian person, and does not constitute an advertisement or offering to non-qualified investors of any securities in the Russian Federation. The Notes have not been and will not be registered in the Russian Federation or admitted to public placement and/or public circulation in the Russian Federation. The Notes are not intended for "placement" or "circulation" in the Russian Federation unless and to the extent permitted under Russian law.