18 May 2021 17:05
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY LAW
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT
18 May 2021
Proposed sale of existing ordinary shares in VTB Bank (PJSC)
National Bank TRUST (the "Seller") announces today its intention to sell up to approximately 1.18 trillion existing ordinary shares of VTB Bank (PJSC) (the "Shares") through an accelerated bookbuild to be carried out by Citigroup Global Markets Limited, J.P. Morgan Securities plc and VTB Capital plc (the "Managers") acting as joint global coordinators and joint bookrunners (the "Sale").
The books for the Sale will open immediately following this announcement and may close at short notice. The final number of the Shares and the price per Share to be sold in the Sale will be determined following the completion of the bookbuilding process with the details to be announced as soon as practicable thereafter.
The Seller is a Russian financial institution, established by the Central Bank of Russia (the "CBR") to manage and divest non-core assets of financial institutions under the CBR's financial sector rehabilitation programme. The Seller acquired approximately 9.08 per cent. of the existing issued ordinary share capital of VTB Bank (PJSC) in December 2020 and contemplates the Sale as part of its portfolio management mandate.
The Seller has agreed that it will not, for the period ending 60 days after the closing of the Sale, offer, sell or otherwise transfer any unsold ordinary shares of VTB Bank (PJSC), if any, subject to customary exceptions.
VTB Bank (PJSC) will not receive any proceeds from the Sale.
IMPORTANT NOTICE
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. This announcement contains inside information.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States. The distribution of this announcement may be restricted by law in certain jurisdictions 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.
This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy, securities to any person in the United States (including its territories and dependencies, any State of the United States and the District of Columbia), Australia, Canada or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein may not be offered or sold in the United States unless registered under the U.S. Securities Act of 1933 (the "Securities Act") or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. The offer and sale of the securities referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. There will be no public offer of the securities in the United States, Australia, Canada or Japan or elsewhere.
In member states of the European Economic Area ("EEA") this announcement and any offer of Shares if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Regulation ("Qualified Investors"). For these purposes, the expression "Prospectus Regulation" means Regulation 2017/1129.
In the United Kingdom this announcement is only being distributed to, and is only directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, Qualified Investors who are (i) investment professionals falling with Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom an offer of the Shares may otherwise be lawfully communicated (all such persons together being referred to as "relevant persons"). Persons who are not relevant persons should not take any action on the basis of this announcement and should not act or rely on it.
No prospectus or offering document has been or will be prepared in connection with the Sale. Any investment decision in connection with the Sale must be made on the basis of all publicly available information relating to VTB Bank (PJSC) and its shares. Such information has not been independently verified and the Seller and the Managers are not responsible, and expressly disclaim any liability, for such information.
This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in VTB Bank (PJSC) or its shares.
This announcement does not constitute a recommendation concerning the Sale. The price and value of securities and any income from them can go down as well as up. Past performance is not a guide to future performance. Acquiring the Shares to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Potential investors should consult a professional advisor as to the suitability of the Sale for the entity or person concerned.
The information in this announcement is subject to change.