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for any transferable securities referred to in this announcement except on the basis of information in the prospectus.
For Immediate Release April 25, 2007
VTB announces indicative price range of 11.30 kopecks to 13.90 kopecks per Share
JSC VTB Bank ("VTB") today announces the indicative price range for its planned Global Offering of ordinary shares ("Shares") and Global Depositary Receipts ("GDRs"). The indicative price range has been set at 11.30 kopecks to 13.90 kopecks per Share, which equates to $8.77 to $10.79 per GDR, based on the official exchange rate quoted by the CBR of 25.7760 rubles per US dollar on April 25, 2007 and with each GDR representing 2,000 Shares. Based on the abovementioned exchange rate, the price range reflects an implied market capitalisation for VTB of approximately US$ 22,845 million to US$ 28,102 million, prior to taking into account the proceeds of the Global Offering.
The Global Offering comprises an offer of Shares to international institutional investors inside and outside of the Russian Federation and an offer of GDRs to international institutional investors outside of the Russian Federation. The Shares are also being offered to retail investors in the Russian Federation, the retail subscription period having commenced on April 9, 2007. VTB intends to list the GDRs on the London Stock Exchange. The Shares have been admitted to trading on the "V" lists of the Moscow Interbank Currency Exchange (MICEX) and the Russian Trading System (RTS) under the ticker VTBR.
The Global Offering is comprised solely of newly issued Shares. VTB is currently 99.9% owned by the Russian Government, whose shareholding will be no less than 75% plus one share following the Global Offering. VTB will receive all of the net proceeds of the Global Offering, which it intends to use primarily to support the ongoing expansion of its business including the expansion of its Russian retail banking operations.
Citi, Deutsche Bank and Goldman Sachs International are appointed Joint Global Coordinators for the Global Offering and, together with Renaissance Capital, are appointed Joint Bookrunners.
Andrey Kostin, Chairman and CEO of the Management Board of VTB, said today:
"I am very encouraged by the extent of interest already being shown in Russia at this stage in the process and it is clear that there is already a high regard for VTB in the international investment community as a Russian banking leader. I am now looking forward to underlining the unique strengths of our business and our focus on rapid and profitable growth in the coming weeks."
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VTB Tel: +7 (495) 739 77 99
Nataly Loginova e-mail: InvestorRelations@vtb.ru
Citigate Dewe Rogerson Tel: +44 20 7638 9571
NOTES TO EDITORS
VTB is a leading Russian universal banking group offering a wide range of banking services and products across Russia, certain CIS countries and selected countries in Western Europe, Asia and Africa. VTB is focused on providing banking products and services to Russian and CIS clients through its domestic operations and to foreign clients doing business primarily related to, or in, Russia and the CIS through its foreign banking subsidiaries and representative offices.
It is the second largest banking group in Russia by assets, total loans and total deposits. As of December 31, 2006, the VTB Group had $52,403 million in total assets and $6,992 million in total equity (including minorities) and generated $2,810 million of operating income for the year ended December 31, 2006, including $1,745 million of net interest income and $351 million of net fee and commission income, which grew at an annual increase of 92% and 109%, respectively. The VTB Group achieved a record net profit of $1,179 million (including minorities) for the year ended December 31, 2006.
VTB has grown significantly in recent years through organic expansion and acquisitions in Russia, the CIS and Western Europe. Already an established leader in Russian corporate banking, VTB has recently achieved faster than market growth in the attractive Russian retail banking sector, where it is focused on the growing, higher margin upper mass and affluent retail customer segments. It increased loans to individuals and deposits to individuals at 2004-2006 CAGRs of 341% and 86%, respectively, both at a faster pace than the overall Russian banking sector and than that of other top Russian banks during the same period.
VTB was established in 1990 as the Bank for Foreign Trade of the Russian Federation. Since that time, VTB has, through organic expansion and selected acquisitions, transformed itself into a universal banking group with a strong presence in Russia and an expanding presence in the CIS and elsewhere.
VTB has four subsidiary banks in Russia, one subsidiary bank in each of Armenia and Georgia, two subsidiary banks in Ukraine, six subsidiary banks in Western Europe (in the United Kingdom, France, Austria, Germany, Cyprus and Switzerland) and one subsidiary bank in Angola. VTB also has an associated bank in each of Luxembourg and Vietnam, as well as representative offices in China, India, Belarus and Italy and a branch of VTB Europe in Singapore. The VTB Group recently rebranded the majority of its subsidiaries so that ''VTB'' now forms part of their names. As of December 31, 2006, the VTB Group operated its banking business in Russia through 524 branches (including sub-branches and outlets).
Prior to the Global Offering, the Russian Federation, acting through the Federal Property Agency, owns 99.9% of VTB's ordinary shares, and is, and will continue after the Global Offering to be, the controlling shareholder of the VTB Group.
The VTB Group has three principal areas of business:
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Some of the information in this press release may contain projections or other forward-looking statements regarding future events or the future financial performance of VTB. You can identify forward-looking statements by terms such as "expect," "believe," "anticipate," "estimate," "intend," "will," "could," "may" or "might" the negative of such terms or other similar expressions. These statements are only predictions and actual events or results may differ materially. VTB does not intend to or undertake any obligation to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in VTB's projections or forward-looking statements, including, among others, general economic conditions, VTB's competitive environment, risks associated with operating in Russia, rapid technological and market change, and other factors specifically related to VTB and its operations.
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 shares or other securities of VTB, 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.
This press release 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, Japan or Russia. 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. VTB has not registered and does not intend to register any portion of any offering of securities in the United States or to conduct a public offering of any securities in the United States.
This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any shares or other securities referred to in this announcement except on the basis of information in the prospectus which is intended to be published by VTB in due course in connection with the admission of GDRs representing the VTB shares to the Official List of the U.K. Financial Services Authority. Such prospectus will, following publication, be available in a printed form at the registered office of VTB.
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.
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 Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive") is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive.
Information contained in this document is not an offer, or an invitation to make offers, sell, purchase, exchange or transfer any securities in Russia or to or for the benefit of any Russian person or any person in Russia, and does not constitute an advertisement of any securities in Russia. The GDRs have not been and will not be registered in Russia and are not intended for "placement" or "public circulation" in Russia.