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2 May 2012 15:44
NOT FOR DISTRIBUTION TO ANY UNITED STATES PERSON
OR TO ANY PERSON RESIDENT AND/OR LOCATED IN THE UNITED STATES.
This announcement does not constitute an invitation to participate in the Invitation (as defined herein) in or from any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such offer under applicable securities laws or otherwise. The distribution of this announcement in certain jurisdictions (in particular, the United States, the United Kingdom, Italy, France and Belgium) may be restricted by law. See "Jurisdictional Restrictions" below. Persons into whose possession this announcement comes are required by each of VTB Capital plc and JSC Bank CenterCredit to inform themselves about, and to observe, any such restrictions. No action that would permit a public offer has been or will be taken in any jurisdiction by either VTB Capital plc or JSC Bank CenterCredit.
JSC Bank CenterCredit
London, 2 May 2012
RNS Announcement
TO: The London Stock Exchange plc
Company Announcements Department
JSC BANK CENTERCREDIT - US$500,000,000 8.625 PER CENT. NOTES DUE 2014 (ISIN: XS0282585859; COMMON CODE: 028258585)
JSC Bank CenterCredit (the "Bank") is inviting holders of the outstanding US$500,000,000 8.625 per cent. Notes due 2014 (the "Notes") unconditionally and irrevocably guaranteed by the Bank and originally issued by CenterCredit International B.V. (who was substituted by the Bank as issuer of the Notes) to submit offers ("Offers") to tender their Notes to the Bank for cash (the "Invitation"). The Bank will determine the purchase price and the aggregate principal amount of Notes to be purchased in accordance with a modified Dutch auction procedure.
The Invitation is being made upon the terms and subject to the conditions contained in the invitation for offers dated 2 May 2012 (the "Invitation for Offers") prepared in connection with the Invitation, and is subject to the jurisdictional restrictions set out below. Capitalised terms used in this announcement and not otherwise defined have the meanings ascribed to them in the Invitation for Offers.
| Description of the Notes | Outstanding Principal Amount | ISIN/Common Code | Maturity Date | Minimum Purchase Priceper US$1,000 principal amount | |||||
| US$500,000,000 8.625 per cent. Notes due 2014 issued by JSC Bank CenterCredit(1) | US$477,146,000(2) | ISIN: XS0282585859 Common Code: 028258585 | 30 January 2014 | US$1,030 | |||||
| (1) CenterCredit International B.V. was substituted by the Bank as issuer of the Notes pursuant to the first supplemental trust deed dated 12 March 2010 relating to the Notes, which amended and supplemented the trust deed dated 30 January 2007 between the Bank, CenterCredit International B.V. (as original issuer of the Notes) and Deutsche Trustee Company Limited (as trustee of holders of the Notes).
(2) As of the date of this announcement, the Bank has repurchased and subsequently cancelled US$22,854,000 in aggregate principal amount of the Notes, and does not hold any outstanding Notes. | |||||||||
Rationale for the Invitation
The Bank is, among other objectives, currently seeking to optimise its liability portfolio and reduce the cost of its debt. To support these objectives, the Bank wishes to use available cash to reduce the amount of its outstanding debt. The Bank has determined that only a portion of the aggregate principal amount of the Notes currently outstanding is to be purchased pursuant to the Invitation. The Notes purchased pursuant to the Invitation will be tendered for cancellation by the Bank.
Modified Dutch Auction Procedure
The Bank is not committed to accept any tenders of the Notes and will determine the Purchase Price for the Notes, which will not be less than the Minimum Purchase Price, that it will pay to holders of the Notes whose tenders are accepted pursuant to the Invitation via a modified Dutch auction procedure.
Notes offered pursuant to Offers at an Offer Price higher than the Purchase Price will not be accepted.
Holders of Notes whose Offers to tender are accepted by the Bank will receive the Purchase Price together with Accrued Interest, even if they made a Non-Competitive Offer or an Offer specifying a price lower than the Purchase Price.
The Bank reserves the right, in its sole and absolute discretion, not to accept any Offers, not to purchase any Notes, or to modify in any manner any of the terms and conditions of the Invitation.
Cash to be Received for Notes
Holders of Notes whose Offers to tender are accepted by the Bank will receive for each US$1,000 principal amount of Notes purchased (subject to a minimum of US$100,000 principal amount):
the Purchase Price, being an amount in cash in United States dollars to be paid for each US$1,000 principal amount of the Notes; and Accrued Interest, being an amount in cash in United States dollars equal to the accrued but unpaid interest for the period from and including the most recent interest payment date for the Notes up to (but not including) the Settlement Date.Participating in the Invitation
To tender Notes pursuant to the Invitation, a holder should deliver, or arrange to have delivered on its behalf, only through Euroclear or Clearstream, Luxembourg and in accordance with the requirements of such clearing system, a valid Electronic Offer Instruction that is received by the Tender Agent by the Expiration Time.
Holders are advised to check with any bank, securities broker or other intermediary through which they hold Notes whether such intermediary must receive instructions to participate in the Invitation before the deadlines specified in the timeline below.
Anticipated Transaction Timeline
| 2 May 2012 | Launch Date Commencement of the Invitation and distribution of this Invitation for Offers. | |
| 4:00 PM (BST), 10 May 2012 | Expiration Time The Invitation expires unless the Bank extends it or terminates it earlier in its sole discretion. | |
| By no later than 3:00 PM (BST), 11 May 2012 | Price Announcement Date The Bank announces whether it will accept any Offers, and, if so, the aggregate principal amount of Notes to be repurchased, and the Purchase Price for the Notes. | |
| 16 May 2012 (third Business Days after the Price Announcement Date), or as soon as practicable thereafter | Settlement Date The Bank pays the Purchase Price plus Accrued Interest in respect of any Notes being purchased. |
Further Information
A complete description of the terms and conditions of the Invitation is set out in the Invitation for Offers. VTB Capital plc is the Dealer Manager for the Invitation.
Requests for information in relation to the Invitation should be directed to:
DEALER MANAGER
VTB Capital plc
14 Cornhill
London EC3V 3ND
United Kingdom
Attention: Global Head of Syndicate
Tel: +44 (0) 20 3334 8029
Email: vtb.dcm@vtbcapital.com
Requests for information in relation to the procedures for offering Notes in the Invitation and the submission of Electronic Offer Instructions should be directed to:
THE TENDER AGENT
Lucid Issuer Services Limited
Leroy House
436 Essex Road
London N1 3QP
United Kingdom
Tel: +44 (0) 20 7704 0880
Attn: David Shilson / Paul Kamminga
Email: centercredit@lucid-is.com
A copy of the Invitation for Offers is available to eligible persons upon request from the Tender Agent.
The Dealer Manager does not take responsibility for the contents of this announcement and none of the Bank, the Dealer Manager, the Tender Agent or any of their respective directors, employees or affiliates makes any representation or recommendation whatsoever regarding the Invitation, or any recommendation as to whether holders should tender Notes in the Invitation. This announcement must be read in conjunction with the Invitation for Offers. No Invitation to acquire any Notes is being made pursuant to this announcement. Any such Invitation is only being made in the Invitation for Offers and any such acquisition or acceptance of Offers should be made solely on the basis of information contained in the Invitation for Offers. This announcement and the Invitation for Offers contain important information which should be read carefully before any decision is made with respect to the Invitation. If any holder is in any doubt as to the action it should take, it is recommended to seek its own advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent adviser.
Jurisdictional Restrictions
This announcement and the Invitation for Offers do not constitute an offer to buy or a solicitation of an offer to sell any Notes, and offers of Notes will not be accepted from holders, in any jurisdiction in which such offer or solicitation is unlawful. In any jurisdiction where the securities or other laws require the offer to be made by a licensed broker or dealer and in which the Dealer Manager or any of its affiliates is so licensed, the Invitation shall be deemed to be made on behalf of the Bank in such jurisdictions by the Joint Dealer Manager or such affiliates (where it is so licensed), as the case may be.
The distribution of the Invitation for Offers is restricted by law in certain jurisdictions. Persons into whose possession the Invitation for Offers comes are required to inform themselves of and to observe any of these restrictions.
The Invitation for Offers does not constitute, and may not be used in connection with, an offer to buy Notes or a solicitation to sell Notes by anyone in any jurisdiction in which such an offer or solicitation is not authorised or in which the person making such an offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make an offer or a solicitation. Neither the Bank nor the Dealer Manager accepts any responsibility for any violation by any person of the restrictions applicable in any jurisdiction.
United States
The Invitation is not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, email and other forms of electronic transmission) of interstate or foreign commerce of, or any facility of a national securities exchange of, the United States, and no Invitation may be made by any such use, means, instrumentality or facility from or within the United States, or to U.S. persons or by persons located or resident in the United States. Accordingly, copies of the Invitation for Offers and any other documents or materials relating to the Invitation are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States, or to U.S. persons or to persons located or resident in the United States. Any purported tender of Notes resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located or resident in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal located or resident in the United States will not be accepted.
Each holder of Notes participating in the Invitation will represent that it is not located in the United States and is not participating in the Invitation from the United States or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Invitation from the United States. For the purposes of this paragraph, "United States" means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.
United Kingdom
The communication of the Invitation for Offers and any other documents or materials relating to the Invitation is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom, and are only for circulation to persons outside the United Kingdom or to persons within the United Kingdom falling within the definition of "investment professionals" (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")) or within Article 43(2) of the Order, or to other persons to whom it may lawfully be communicated in accordance with the Order.
Italy
None of the Invitation, the Invitation for Offers or any other documents or materials relating to the Invitation have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations, and therefore the Invitation may only be made or promoted, directly or indirectly, in or into the Republic of Italy ("Italy") pursuant to an exemption from the rules governing public purchases or exchange offers (offerte pubbliche di acquisto o scambio) as defined in article 1, paragraph 1, letter v of Italian Legislative Decree no. 58 of February 24, 1998, as amended (the "Financial Services Act").
Accordingly, the Invitation is not addressed to, and neither the Invitation for Offers nor any other documents, materials or information relating, directly or indirectly, to the Invitation can be distributed or otherwise made available (either directly or indirectly) to any person in Italy other than:
(i) to qualified investors (investitori qualificati) pursuant to article 34-ter, paragraph 1, letter (b), of CONSOB Regulation No. 11971 of 14 May 1999, as amended from time to time (the "CONSOB Regulation") acting on their own account; or
(ii) in any other circumstances where an express exemption from compliance with the restrictions on public purchases or exchange offers applies pursuant to the Financial Services Act or the CONSOB Regulation.
Belgium
Neither the Invitation for Offers nor any other documents or materials relating to the Invitation have been submitted to or will submitted for approval or recognition to the Belgian Banking, Finance and Insurance Commission (Commission bancaire, financière et des assurances/Commissie voor het Bank-, Financie- en Assurantiewezen) and, accordingly, the Invitation may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on public takeover bids or as defined in Article 3 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (together, the "Belgian Public Offer Law"), each as amended or replaced from time to time. Accordingly, the Invitation may not be advertised and the Invitation will not be extended, and neither the Invitation for Offers nor any other documents or materials relating to the Invitation (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Public Offer Law (as amended from time to time), acting on their own account. Insofar as Belgium is concerned, the Invitation for Offers has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Invitation. Accordingly, the information contained in the Invitation for Offers may not be used for any other purpose or disclosed to any other person in Belgium.
France
The Invitation is not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither the Invitation for Offers nor any other documents or materials relating to the Invitation have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals in each case acting on their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code monétaire et financier, are eligible to participate in the Invitation. The Invitation for Offers has not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.
General
The Invitation for Offers does not constitute an offer to buy or a solicitation of an offer to sell the Notes, and Offers will not be accepted from holders of Notes, in any jurisdiction in which such offer or solicitation is unlawful. In any jurisdiction in which the Invitation is required to be made by a licensed broker or dealer and in which the Dealer Manager or any of its affiliates is so licensed, the Invitation shall be deemed to be made by the Dealer Manager or such affiliates on behalf of the Bank.
Copyright Business Wire 2012
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