JSC VTB Bank (VTBR) - Issue of Debt
RNS Number : 1344Q
JSC VTB Bank
01 November 2012
NOT FOR DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE RUSSIAN FEDERATION.
November 1, 2012
U.S.$1.25 Billion Addition to U.S.$1.0 billion Perpetual Tier 1 by VTB
On November 1, 2012 VTB priced an additional issuance of U.S.$1.25
billion9.50% Perpetual Loan Participation Notes (the "Notes"). The New Notes
are additional to, and will be consolidated and form a single series with its
U.S.$1.0 billion 9.50% Perpetual Loan Participation Notes previously issued in
The Notes will be issued by VTB Eurasia Limited to fund a subordinated loan to
OJSC VTB Bank ("VTB"), and listed on the Irish and London Stock Exchanges. The
coupon will be fixed until December 6, 2022 at 9.5% and will be reset on that
date and every ten years thereafter based ona 806.7bpsfixed spread over the
then-prevailing ten year US Treasury rate.
The Lead Manager for the offering was VTB Capital plc, and Russian
Agricultural Bank and Eurasian Development Bank served as co-managers.
Herbert Moos, Deputy Chairman of the Management Board and Chief Financial
Officer said: "This transaction enables us to utilize comprehensively the
opportunities and benefits from raising capital through the issuance of hybrid
instruments. It is a cost efficient and non-dilutive capital raising solution
that lowers the cost of capital for VTB Group. Benefiting from excellent name
recognition the deal was announced without separate marketing and attracted
strong demand from a diverse investor base. The success of this transaction
reaffirms VTB's status as an investment grade issuer in the international debt
capital markets as well as the execution capabilities of its investment
banking division VTB Capital, which was able to lead this transaction as sole
These materials are not an offer for sale of securities in the United States.
Securities may not be offered or sold in the United States or to, or for the
account or benefit of, U.S. persons (as defined in Regulation S under the U.S.
Securities Act of 1933, as amended (the "Securities Act")) absent registration
under the Securities Act, or an exemption from registration under the
Securities Act. VTB 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 an advertisement for the purposes of applicable measures
implementing Directive 2003/71/EC (such Directive, together with any
applicable implementing measures in the relevant home Member State under such
Directive, the "Prospectus Directive"). A prospectus prepared pursuant to the
Prospectus Directive (the "Prospectus") will be published, and when published
can be obtained from Citibank, N.A. at Citigroup Centre, Canada Square, Canary
Wharf, London E14 5LB. Investors should not subscribe for any securities
referred to in this document except on the basis of information contained in
This document is only being distributed to and is only directed at (i) persons
who are outside the United Kingdom or (ii) 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 entities, and
other persons to whom it may lawfully be communicated, falling within Article
49(2)(a) to (d) of the Order (all such persons together being referred to as
"relevant persons"). Any Notes will only be available to, and any invitation,
offer or agreement to subscribe, purchase or otherwise acquire such Notes 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.
Information contained in this document is not an offer, or an invitation to
make offers, sell, purchase, exchange or transfer any securities in the
Russian Federation or to or for the benefit of any Russian person, and does
not constitute an advertisement or offering to non-qualified investors of any
securities in the Russian Federation. The Notes have not been and will not be
registered in the Russian Federation or admitted to public placement and/or
public circulation in the Russian Federation. The Notes are not intended for
"placement" or "circulation" in the Russian Federation unless and to the
extent permitted under Russian law
In connection with the issue of the Notes, VTB Capital plc (the ''Stabilising
Manager''), or persons acting on behalf of the Stabilising Manager, may
over-allot Notes or effect transactions with a view to supporting the market
price of the Notes at a level higher than that which might otherwise prevail.
However, there is no assurance that such Stabilising Manager (or persons
acting on behalf of the Stabilising Manager) will undertake stabilisation
action. Any stabilisation action may begin on or after the date on which
adequate public disclosure of the terms of the offer of the Notes is made and,
if begun, may be ended at any time, but it must end no later than the earlier
of 30 days after the issue date of Notes and 60 days after the date of
allotment of such Notes. Any stabilisation action or over-allotment shall be
conducted in accordance with all applicable laws and rules.
This information is provided by RNS
The company news service from the London Stock Exchange
IODZFLFBLFFXFBE -0- Nov/01/2012 14:38 GMT
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