14 Sep 2009 07:00
NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
Press release
14 September 2009
VTB share placement completed
JSC VTB Bank hereby announces the completion of its previously announced offering (the "Offering") of the Bank's ordinary registered shares with a par value of 0.01 roubles per share. On 4 September 2009, the Bank completed its share placement among shareholders having pre-emptive rights. The pre-emptive rights placement resulted in 796 of VTB shareholders purchasing 3,735,146,982,583 (three trillion seven hundred and thirty-five billion one hundred and forty-six million nine hundred and eighty-two thousand five hundred and eighty-three) shares and today, VTB announces that an additional 1,255,845,736 shares were placed in the open subscription portion of the Offering. Shares were placed both in the form of shares and in the form of global depositary receipts ("GDRs"), one GDR represents 2,000 shares.
Pursuant to a previously announced decision of VTB Bank Supervisory Council, the price of a share both for the Bank's shareholders having pre-emptive rights, and those participating in the open subscription was set at 4.82 kopecks per share.
NOTICE REGARDING THE REGISTRATION OF THE PLACEMENT REPORT
Under Russian law, the placement of the newly issued shares, some of which were placed in the form of GDRs, is subject to VTB's registration of a report on VTB Bank's additional share placement (the "Placement Report") with the Central Bank of Russia (the "CBR"). Russian law requires that VTB file the Placement Report within 30 days following completion of the Offering. VTB intends to file the Placement Report as soon as practicable following completion of the Offering. The CBR is statutorily required to make its decision within two weeks after VTB files the Placement Report, but it may take longer in practice or the registration of the Placement Report may not occur at all.
If the Placement Report is not registered by the CBR within 75 calendar days after the closing date of the Offering (the "Closing Date"), VTB will issue a press release and notify shareholders, the GDR Depositary and the London Stock Exchange. Under Russian law, if the Placement Report is not registered, VTB will be required to return the full amount of proceeds that were initially deposited into VTB's account on the Closing Date. The Depositary will promptly distribute through DTC, Euroclear and Clearstream, as applicable, the funds it has received to the holders of the GDRs after deduction of any applicable fees, taxes, expenses and foreign currency conversion losses, upon surrender of the GDRs. The return of funds may be delayed due to Russian currency control, banking and securities regulations or practices and may be prevented if there is a change in such regulations or practices. In addition, the holders of the GDRs will be taking a credit risk on VTB and the Depositary for the return of funds in the event that the Placement Report is not registered.
Until the registration of the Placement Report, (i) the shares are not transferable and will not trade on the Russian stock exchanges, (ii) all GDRs will be issued on a provisional basis and (iii) holders of GDRs will not be entitled to instruct the Depositary to exercise any voting rights on their behalf, and neither the Depositary nor the Custodian will exercise any voting rights as a shareholder. Holders of GDRs may not withdraw the shares or other property on deposit with the Depositary in respect of the GDRs sold in the Offering prior to the registration of the Placement Report. Such limitation on withdrawal and voting of the Shares will not prohibit trading in the GDRs on the Main Market of the London Stock Exchange, but the GDRs will not be eligible for trading on PORTAL Market, a subsidiary of the Nasdaq Stock Market, Inc. prior to the registration of the Placement Report, at which time such GDRs shall no longer be deemed to be issued on a provisional basis.
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The offer of the Shares and the distribution of these materials and other information in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
Notice to US persons:
This press release 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 or an exemption from registration under the U.S. Securities Act of 1933. JSC VTB Bank has not registered and does not intend to register any portion of any offering in the United States or to conduct a public offering of any securities in the United States.
Notice to persons in other jurisdictions:
This communication 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) 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.
Advertisement legend:
This document is an advertisement and not a prospectus for the purposes of applicable measures implementing EU Directive 2003/71/EC and as such does not constitute an offer to sell or the solicitation of an offer to purchase securities.
Public offer legend:
Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA Member State that has implemented EU Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive") is addressed solely to qualified investors (within the meaning of Article 21(1)(e) of the Prospectus Directive) in that Member State.
This press release is not a public offer or advertisement of GDRs in the Russian Federation, and is not an offer, or an invitation to make offers, to purchase GDRs in the Russian Federation.