JSC VTB Bank (“the Bank”) announces that on 25 September 2009, the Central Bank of Russia registered the report on the results of additional issuance of ordinary registered shares of JSC VTB Bank (“the Report”).
According to the Report, the additional placement resulted in the share of the Russian Government (represented by the Federal Agency for State Property Management) in the Bank’s share capital increasing to 85.5%. Participation of other shareholders in the Bank’s share capital is 14.5%, with 7.01% of that belonging to GDR holders.
Under the applicable Russian legislation, once the Report has been registered, the Bank’s shareholders can trade in the securities they acquired during the Bank’s recently announced offering.
The total amount of the additionally placed shares was 3,736,402,828,319 (three trillion seven hundred and thirty-six billion four hundred and two million eight hundred and twenty-eight thousand three hundred and nineteen) shares. The Bank’s shareholders that held pre-emptive rights bought 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 1,255,845,736 (one billion two hundred and fifty-five million eight hundred and forty-five thousand seven hundred and thirty six) shares were acquired during the open subscription.
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This press release does constitute a public offering or an advertisement of GDRs within the Russian Federation. Nor is it an offer to buy or solicitation of an offer to buy the GDRs in the Russian Federation.
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The offer of the Shares and the distribution of these materials and other information in certain jurisdictions may, in some jurisdictions, be restricted by law. Accordingly, persons who come into possession of any document or other information referred to herein should inform themselves of 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 shareholders
The offering was made for the securities of a foreign company. The offering is subject to the disclosure requirements of a foreign country that are different from those of the United States. Financial statements provided as part of the offering were prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies. It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws, since the issuer is located in a foreign country, and some or all of its officers and directors may be residents of a foreign country. You may not be able to sue the foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a US court’ s judgment. The offering is addressed solely to the shareholders of JSC VTB Bank.
Notice to shareholders 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.
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.