OJSC Nomos Bank (NMOS) - Replacement: Supervisory Board recommendation
RNS Number : 7746R
OJSC Nomos Bank
22 November 2012
The following amendments have been made to the 'Supervisory Board
recommendation of Offer' announcement released on November 22 at 07:00am under
RNS No 7463R.
Dates of the draft Offer Memorandum of NomGDR Limited were changed to 20
November 2012, from previously incorrect "21 November 2012".
All other details remain unchanged.
The full amended text is shown below.
Open Joint-Stock Company NOMOS Bank
22 November 2012
NOMOS Supervisory Board recommends to GDR holders the offer by NomGDR; elects
Vadim Belyaev as President
The Supervisory Board of NOMOS BANK ("NOMOS" or "the Bank" or with its
subsidiaries, the "Group") has decided to recommend to holders of global
depositary receipts (the "GDRs") of NOMOS BANK the offer by NomGDR Limited to
acquire the GDRs at the price and on the terms set out in the draft Offer
Memorandum of NomGDR Limited dated 20 November 2012.
The Supervisory Board presumes that the offer by NomGDR Limited will be made
no later than 22 November 2012 and completed in accordance with the terms and
deadlines set out in the draft Offer Memorandum of NomGDR Limited dated 20
The recommendation of the Supervisory Board is based, among other things, on
the opinion of Citigroup Global Markets Limited ("Citi"), financial advisor to
NOMOS BANK. This opinion relates to the fairness, from a financial point of
view, of NomGDR Limited's offer to GDR holders and the fact that Otkritie
Advisory Services Limited, 100% of the shares of which are indirectly owned by
OTKRITIE Financial Corporation JSC, has the right to acquire 100% of shares in
On November 13th, the Supervisory Board announced that in the event of an
announcement of an offer by Otkritie Financial Corporation, its affiliates or
entities specially designated for this purpose ("OFC"), to purchase the GDRs
of NOMOS at a price that the Supervisory Board of the Bank considers suitable
to recommend to the holders of the GDRs, the Board will convene a meeting as
soon as possible to consider the appointment of Vadim Belyaev as Chairman of
As a result of the offer, the Supervisory Board of NOMOS BANK has also voted
to terminate prior to expiration of the term of service the powers of the
President Dmitri Sokolov and to elect Vadim Belyaev as President of NOMOS BANK
as of 23 November 2012. Dmitry Sokolov will be appointed as NOMOS Chief
Executive Officer (CEO).
NOMOS GDRs were issued under Rule 144 A and Regulation S on the basis of a
depositary agreement between NOMOS BANK Bank and Deutsche Bank
Aktiengessellshaft on 21 February 2011.
Citi, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting solely and exclusively for the Supervisory Board
and for no other party in connection with the Offer and will not be
responsible to any party other than the Supervisory Board for providing the
protections afforded to clients of Citi or advice in relation to the Offer.
Marianna Naumenko, Head of IR
Phone: +7 (495) 737 7355 ext. 2620
NOMOS is the eighth largest banking group in Russia by total assets and the
second largest privately-owned Russian universal bank with total assets of RUB
699.3 billion and equity of RUB 84.3 billion as at 30 June 2012. NOMOS has an
extensive branch network of 296 outlets in the economically important regions
of Russia, with the majority of its business concentrated in Moscow, St
Petersburg, Tyumen (including the Khanty-Mansiysk autonomous district), and
the Novosibirsk and Khabarovsk regions. NOMOS provides a full range of banking
services to corporate, small business and retail clients. As at 30 June 2012,
NOMOS served approximately 12,400 corporate customers, 80,100 small business
clients and approximately 1.5m retail customers, including private banking
clients. NOMOS is listed on both the London Stock Exchange (GDRs) and the
MICEX exchange in Moscow. NOMOS has long-term international credit ratings of
BB from Fitch and Ba3 from Moody's.
This information is provided by RNS
The company news service from the London Stock Exchange
MSCBTBPTMBJTMMT -0- Nov/22/2012 08:32 GMT
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