12th Aug 2008 09:01
VTB announces terms of compulsory buyout offer to VTB North-West shareholders
On 11 August 2008, JSC VTB Bank (hereinafter referred to as "VTB") sent a compulsory buyout offer to VTB North-West shareholders (hereinafter referred to as the "Buyout Offer" and "VTB NW") in order to increase VTB's shareholding in VTB NW to 100 per cent.
As a holder of more than 75 per cent of an open joint stock company's shares, VTB made a public (or statutory) offer to acquire VTB NW shares from 14 April to 23 June 2008. As a result, VTB acquired 129,928,754 shares, which accounted for 10.3038 per cent of VTB NW's charter capital. Thus, VTB's participation in VTB NW reached 96.977 per cent. Under the applicable legislation, having acquired more than 10 per cent of VTB NW shares during its statutory offer and having accumulated more than 95 per cent of the joint stock company's shares, VTB has now the right to a compulsory or "on demand" buyout of VTB NW remaining shares.
Under the terms of such Buyout Offer, VTB Bank shall purchase each VTB NW ordinary registered share of RUR 1 nominal value for RUR 45.
The price is set in compliance with the applicable legislation. It matches the price offered during the statutory offer, and is higher than the market value of the shares, which is estimated by ZAO "Rossiyskaya Otsenka", an independent appraiser, at RUR 44.7 per each share.
Under the Buyout Offer, VTB NW shareholders must return the application form to VTB Bank with the banking or postal details needed for a money transfer for VTB NW shares. In order to be accepted, a duly completed application form must be delivered to VTB Bank (in person or by mail) by 26 September 2008, inclusive. The application form will be sent to all shareholders by mail. A sample of such application form is also available at VTB Bank's official website: www.vtb.ru.
Payment for shares will be effected not later than 20 October 2008. The funds will be transferred according to the details specified by the shareholders in their applications.
The shareholders need only to send their application forms by mail or personally submit them to VTB Bank. There is no need for the shareholders to send any transfer order for their shares to be transferred to VTB Bank account. Upon receipt of confirmation that VTB Bank has executed its payment obligations, ZAO TsOR (Registrar for VTB NW shares) will debit VTB NW shares from the shareholders' and nominees' accounts and credit them to VTB Bank account.
If a shareholder fails to deliver his or her application form (in person or by mail) to VTB Bank by the deadline set or if the application does not have the banking or postal details needed for the money transfer, VTB Bank, under the procedure established by legislation, will transfer funds for the purchased shares to a public notary deposit. In this case, shareholders will need to address the notary officer in order to receive their funds.
If a nominee fails to submit information about the persons on whose behalf he holds VTB NW shares, VTB Bank will transfer funds for the purchased securities to this nominee.
For more details of the Buyout Offer, and address and working hours of the office where the applications are accepted, please go to: www.vtb.ru.
Shareholders may also contact a special enquiry and information service at 8 (800) 200-7899 (All-Russia toll-free number).
Contacts
Investor Relations:
Tel.: +7 495 775 71 39
Email: [email protected]
Media Relations:
Tel.: +7 495 783 1717
Email: [email protected]
About VTB Bank:
JSC VTB Bank and its subsidiaries (the VTB Group or the Group) is a leading Russian banking group, offering a wide range of banking services and products across Russia, certain CIS countries and in selected countries of Western Europe, Asia and Africa.
As of March 31, 2008 the Group had a network of 980 branches located across Russia, CIS. Europe and Asia, of which VTB24 retail branches amounted to 378. Outside of Russia, the Group operates through four subsidiary banks located in the CIS (Armenia, Georgia, Ukraine and Belarus), six subsidiary banks located in Europe (UK, France, Germany, Austria, Switzerland and Cyprus), one subsidiary bank and one financial company in Africa (Angola, Namibia), and an associated bank in Vietnam. VTB also has a presence in Singapore through a branch of its UK subsidiary. VTB has operated under a full banking license, № 1000 from the Central Bank of the Russian Federation since 1990.
The Group's business franchise is in the areas of corporate, retail and investment banking. In corporate banking, the Group provides a broad range of commercial banking services and products including corporate lending, foreign trade transactions, syndicated loans, deposit and settlement services, as well as custody services, leasing and treasury services to large- and medium-sized corporations and financial institutions. In retail banking, VTB offers financial services, including deposit accounts, lending and certain ancillary services, to individuals and small-sized corporations. In investment banking it provides debt capital markets underwriting, project financing, merger and acquisition financing, advisory services, asset management and venture funds.
The Group had 38,151 employees as of March 31, 2008. The Government of the Russian Federation is VTB's main shareholder and owns, through the Federal Property Management Agency, 77.5 % of its registered share capital. For more information please visit www.vtb.com
Disclaimer
Some of the information in this press release may contain projections or other forward-looking statements regarding future events or the future financial performance of VTB. You can identify forward-looking statements by terms such as "expect," "believe," "anticipate," "estimate," "intend," "will," "could," "may" or "might," or the negative of such terms or other similar expressions. These statements are only predictions and actual events or results may differ materially. VTB does not intend to or undertake any obligation to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in VTB's projections or forward-looking statements, including, among others, general economic and market conditions, VTB's competitive environment, risks associated with operating in Russia, rapid technological and market change, and other factors specifically related to VTB and its operations.
This document does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities of VTB or any of its subsidiaries, nor shall any part of it nor the fact of its distribution form part of or be relied on in connection with any contract or investment decision relating thereto, nor does it constitute a recommendation regarding the securities of VTB or any of its subsidiaries.
Information contained in this document is not an offer, or an invitation to make offers, sell, purchase, exchange or transfer any securities in Russia or to or for the benefit of any Russian person or any person in Russia, and does not constitute an advertisement of any securities in Russia.
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