OREANDA-NEWS. May 06, 2013. NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY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 LAWS OF SUCH JURISDICTION
The Supervisory Board of VTB Bank announced that it had resolved to attract new capital in amount of up to Rub 102.5bn through the issuance of 2.5 trillion new ordinary shares (“New Shares”) by way of an open subscription at a price of Rub 0.041 per Share (the “Offering”). The Bank of Russia has registered the decision on issue of the New Shares and the Russian prospectus.

VTB Bank’s existing shareholders as of April 26, 2013 will have statutory pre-emptive rights to subscribe for New Shares at the price per share in the Offering. The pre-emptive subscription period is expected to run from May 6 to May 17, 2013.

VTB Bank expects that the Federal Agency for State Property Management (“FASM”) will not exercise its statutory pre-emptive rights in connection with the Offering, which is expected to result in a dilution of the FASM’s current shareholding of 75.5% to 60.93%, following the placement of all New Shares.

The capital raise will increase VTB Bank’s Tier 1 capital ratio and total capital ratio as of December 31, 2012 to approximately 11.9% and 16.3%, respectively, following the placement of all New Shares.

VTB Bank has received firm and binding commitments from a group of investors comprising existing and new shareholders, including three prominent sovereign wealth funds: Norges Bank Investment Management (the Kingdom of Norway); Qatar Holding LLC (the State of Qatar); and the State Oil Fund of Azerbaijan, SOFAZ (the Republic of Azerbaijan), to subscribe for the entire amount of the Offering.

The Offering is intended to (i) provide certainty on achieving VTB Bank’s equity capital issuance targets; (ii) strengthen VTB Bank ’s shareholder base by introducing substantial new strategic investors and reinforcing links with existing major institutional shareholders; and (iii) provide all current shareholders with the opportunity to participate in the capital raising through the pre-emptive offer.

Expected timetable of Principal Events

The pre-emptive rights period is expected to run from May 6 to May 17. The record date for dividends in respect of the financial year ended December 31, 2012 is expected to be May 13, 2013, and subscribers for New Shares will not be eligible for the dividend.

These dates may be subject to change, in which event details of the new dates will be provided by VTB Bank in due course.

Chairman’s Statement
“We are delighted to announce the capital increase and are pleased with the transaction structure. Binding commitments to subscribe from major global investors have allowed us to secure our capital raising targets. We are introducing new strategic shareholders and strengthened our relationship with existing major investors whilst offering all current shareholders the chance to participate, and have achieved a transaction in ordinary shares quoted on the Moscow Exchange in line with Government policy.

The transaction allows us to meet our capital adequacy targets, and also provides funding for the continued growth of the business.”

Joint Global Coordinators and Joint Lead Managers

Citigroup and VTB Capital are acting as Joint Global Coordinators and Joint Bookrunners, Bank of America Merrill Lynch and J.P. Morgan are acting as Joint Lead Managers in connection with the Offering.

Enquiries:

InvestorRelations@vtb.ru

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.

Each of Citigroup Global Markets Limited, VTB Capital plc, Merrill Lynch International and J.P. Morgan Securities plc (the “Banks”), each of which is authorised and regulated in the United Kingdom by the Prudential Regulation Authority or the Financial Conduct Authority as the case may be, is acting exclusively for VTB Bank in connection with the matters set out in this announcement and the proposed offering. The Banks are not, and will not be, responsible to anyone other than VTB Bank for providing the protections afforded to their respective clients or for providing advice in relation to the proposed offering or any other matters referred to in this announcement.

In connection with the Offering, the Banks or any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities of the VTB Bank or related investments in connection with the offering or otherwise. Accordingly, references to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by the Banks or any of their respective affiliates acting as investors for their own accounts. The Banks do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

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.