4 Jun 2013 16:00
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
PRESS RELEASE
4 June 2013
VTB Bank announces new shareholding structure, free float increased to 39%
JSC VTB Bank ("VTB Bank") today announces changes in its shareholder structure following the successful completion of its RUB 102.5 billion capital increase through the issuance of 2.5 trillion new ordinary shares ("New Shares"), thus increasing share capital of VTB Bank by 23.9% to 12 960 541 337 338 ordinary shares of nominal value of RUB 0.01 per share.
As previously announced, the Russian Federal Agency for State Property Management (the "FASM") has not exercised its statutory pre-emptive rights, and accordingly the state's shareholding in VTB Bank has decreased from 75.5% to 60.93%. The whole amount of the new share issuance was placed among the existing and new minority shareholders, which resulted in a corresponding increase of the Bank's free float to 39.07%.
Excluding shares held by the FASM, 57.3% of pre-emptive rights belonging to other shareholders have been exercised, and 351 204 477 443 shares representing 14.0% of the total number of New Shares have been placed to these shareholders. The remaining 2 148 795 522 557 shares have been placed to other investors. The placement of the New Shares was completed on May 22, 2013.
The total number of VTB Bank shareholders as of June 3, 2013 was over one hundred. The following shareholders each own in excess of one per cent of the share capital of VTB Bank:
Name: Percentage of ownership in
VTB Bank share capital:
Russian Federation, represented by
The FASM 60.93%
Bank of New York International Nominees
(GDR program) 14.51%
Norges Bank Investment Management 4.28%
Credit Suisse AG acting as the custodian with
respect to the shares that it holds in the interest
of Qatar Holding LLC 2.95%
State Oil Fund of the Republic of Azerbaijan 2.95%Onexim Holdings Limited 2.43%
Olybrius Limited 2.36%
Following the issuance of the New Shares, the free float of VTB Bank has increased by 97.5% to 5 063 063 937 046 shares. As of June 3, 2013, global depositary receipts represented 14.51% of the total free float.
This announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in, into or from the United States, Australia, Canada, Japan or South Africa or any other jurisdiction where to do so would constitute a violation of the relevant securities laws. This announcement is for information purposes only and shall not, and is not intended to, constitute an offer to buy, sell, issue or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for, any securities of VTB Bank or any other entity.
This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire, nor shall there be any offer or sale of, securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. This announcement is not an offer for sale of securities in the United States. Securities may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or an exemption from registration under the Securities Act. VTB Bank has not registered and does not intend to register any part of the offering in the United States or to conduct a public offering of any securities in the United States.
This document is only 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"). The Shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such 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.
In any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive") this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.
This announcement contains (or may contain) certain forward-looking statements with respect to certain of VTB Bank's current expectations and projections about future events. These statements, which sometimes use words such as "anticipate", "believe", "intend", "estimate", "expect", "will", "shall", "may", "aim", "predict", "should", "continue" and words of similar meaning and/or other similar expressions that are predictions of or indicate future events and/or future trends, reflect the directors' beliefs and expectations at the date of this announcement and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement.
Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this announcement is subject to change without notice and, except as required by applicable law, neither VTB Bank nor any of the Banks assumes any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.
Neither the content of the VTB Bank's website (or any other website) nor the content of any website accessible from hyperlinks on the VTB Bank's website (or any other website) is incorporated into, or forms part of, this announcement.