Since the initial public offering (IPO) in May 2007, the Bank’s shares have been traded on MICEX-RTS (VTBR) and on LSE in the form of GDRs (VTBR). The total volume of funds raised through the IPO was almost USD 8 billion. It was the largest global IPO by a banking institution in 2007. VTB Bank became the first Russian bank to offer Global Depositary Receipts (GDR) on the London Stock Exchange (LSE).
On September 25, 2009, VTB completed a rights offering which added RUR 180.1 billion (USD 6 billion*) to its equity.
VTB Bank free-float is 24.5% with roughly half in the form of GDRs listed on the London Stock Exchange and half in the form of ordinary shares listed on the Moscow Stock Exchange (MICEX-RTS)
*RUR/USD currency rate of September 25, 2009 – RUR 30.0678 per 1 USD
The information to which this gatepost gives access is exclusively intended for persons who are not residents of the United States and who are not physically present in the United States. This information does not constitute an offer, or an invitation to purchase, securities of JSC VTB Bank in the United States or in any other jurisdiction in which such offer or invitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation. Potential users of this information are requested to inform themselves about and to observe any such restrictions.
These materials are not an offer of securities for sale in the United States. The securities to which these materials relate have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from registration or in a transaction not subject to the registration requirements under the Securities Act. There will be no public offering of the securities in the United States.
This document is being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as “relevant persons”). Any invitation, offer or agreement to subscribe, purchase or otherwise acquire securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
By proceeding to view the materials to which this gatepost gives access, you warrant that you are not located in the United States and you agree that you will not transmit or otherwise send any information contained in this website to any person in the United States or to publications with a general circulation in the United States.
By clicking on here you certify that you either
|(I)||were a nominal or beneficial owner of JSC VTB Bank common shares on May 13, 2009 or|
|(II)||that you were a holder of JSC VTB Bank global depositary receipts on May 13, 2009 and are:|
|(i)||a "qualified institutional buyer" ("QIB") in the United States as such term is defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") and are an institution of a type to which securities such as global depositary receipts may be sold in a transaction exempt from any registration or qualification requirements under the securities laws of the state, territory or possession of the United States in which you are located or|
|(ii)||(A)||not a U.S. person (as defined in Regulation S under the Securities Act),|
|(B)||not an affiliate of JSC VTB Bank or acting on behalf of an affiliate of JSC VTB Bank,|
|(C)||if located within a member state of the European Economic Area, a "qualified investor" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC), and|
|(D)||either located outside the United Kingdom or an investment professional within the meaning of Article 19(5) of the United Kingdom`s Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or a person that falls within Articles 49(2)(a)-(d) of the Order.|
Rights offering 2009
On 25 September 2009, the Bank of Russia registered the Report on the results of Additional Issuance of Common Registered Non-Documentary Shares of JSC VTB Bank (“the Report”).
Under the applicable Russian legislation, once the Report has been registered, the Bank’s shareholders can trade in the securities they acquired during the placement.
The total amount of the additionally issued shares is 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 having 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 through open subscription.
As a result of additional issuance, JSC VTB Bank charter capital has amounted to RUB 104,605,413,373.38 (One hundred and four billion six hundred and five million four hundred and thirteen thousand three hundred and seventy three rubles/38 kopecks).
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 shareholders
The Offering is 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.
VTB Bank`s equity capital currently equals to 67 241 385 090.19 rubles. It consists of 6 724 138 509 019 ordinary shares priced at 0.01 rubles each.
Securities issue under the number 10401000B was registered on September 29, 2006.
VTB shares are traded under the Global Depositary Receipt (GDR) Programme. Each VTB GDR is equivalent to 2,000 VTB ordinary shares. GDRs are traded on the London Stock Exchange under the VTBR acronym.
The Bank of New York Mellon is a depositary bank for VTB Bank GDR Programme. The Bank of New York is a major depositary bank for companies issuing their shares under the Depositary Receipt Programme with market share of 64%. It provides a whole range of services for its clients, starting from a programme launch. The custodian bank also offers numerous activities aimed at promoting Depositary Receipts of the issuer in the market.
More information on VTB Bank`s custodian can be found below:
The Bank of New York Mellon
101 Barclay Street, 22nd Floor,
New York, New York 10286