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 November 2012. 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 NomGDR Limited. 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 NOMOS. 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. CONTACT DETAILS: NOMOS Bank Marianna Naumenko, Head of IR Phone: +7 (495) 737 7355 ext. 2620 E-mail: email@example.com COMPANY PROFILE 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 END MSCBTBPTMBJTMMT -0- Nov/22/2012 08:32 GMT
OJSC Nomos Bank NMOS Replacement: Supervisory Board recommendation
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