On 11 August 2008, JSC VTB Bank (hereinafter referred to as "VTB") sent a compulsory buyout offer to VTB North-West shareholders (hereinafter referred to as the "Buyout Offer" and "VTB NW") in order to increase VTB's shareholding in VTB NW to 100 per cent.
As a holder of more than 75 per cent of an open joint stock company's shares, VTB made a public (or statutory) offer to acquire VTB NW shares from 14 April to 23 June 2008. As a result, VTB acquired 129,928,754 shares, which accounted for 10.3038 per cent of VTB NW's charter capital. Thus, VTB's participation in VTB NW reached 96.977 per cent. Under the applicable legislation, having acquired more than 10 per cent of VTB NW shares during its statutory offer and having accumulated more than 95 per cent of the joint stock company's shares, VTB has now the right to a compulsory or "on demand" buyout of VTB NW remaining shares.
Under the terms of such Buyout Offer, VTB Bank shall purchase each VTB NW ordinary registered share of RUR 1 nominal value for RUR 45.
The price is set in compliance with the applicable legislation. It matches the price offered during the statutory offer, and is higher than the market value of the shares, which is estimated by ZAO "Rossiyskaya Otsenka", an independent appraiser, at RUR 44.7 per each share.
Under the Buyout Offer, VTB NW shareholders must return the application form to VTB Bank with the banking or postal details needed for a money transfer for VTB NW shares. In order to be accepted, a duly completed application form must be delivered to VTB Bank (in person or by mail) by 26 September 2008, inclusive. The application form will be sent to all shareholders by mail. A sample of such application form is also available at VTB Bank's official website: www.vtb.ru.
Payment for shares will be effected not later than 20 October 2008. The funds will be transferred according to the details specified by the shareholders in their applications.
The shareholders need only to send their application forms by mail or personally submit them to VTB Bank. There is no need for the shareholders to send any transfer order for their shares to be transferred to VTB Bank account. Upon receipt of confirmation that VTB Bank has executed its payment obligations, ZAO TsOR (Registrar for VTB NW shares) will debit VTB NW shares from the shareholders' and nominees' accounts and credit them to VTB Bank account.
If a shareholder fails to deliver his or her application form (in person or by mail) to VTB Bank by the deadline set or if the application does not have the banking or postal details needed for the money transfer, VTB Bank, under the procedure established by legislation, will transfer funds for the purchased shares to a public notary deposit. In this case, shareholders will need to address the notary officer in order to receive their funds.
If a nominee fails to submit information about the persons on whose behalf he holds VTB NW shares, VTB Bank will transfer funds for the purchased securities to this nominee.
For more details of the Buyout Offer, and address and working hours of the office where the applications are accepted, please go to: www.vtb.ru.
Shareholders may also contact a special enquiry and information service at 8 (800) 200-7899 (All-Russia toll-free number).