NomGDR Limited - Tender Offer for GDRs of OJSC Nomos-Bank RNS Number : 7469R NomGDR Limited 22 November 2012 ***NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN*** PART, IN OR INTO ITALY OR THE RUSSIAN FEDERATION, OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF RELEVANT LAWS OR REQUIRE REGISTRATION THEREOF NomGDR Limited announces Tender Offer for Global Depositary Receipts of Open Joint-Stock Company "NOMOS-BANK" November 22, 2012: NomGDR Limited ("NomGDR" or the "Offeror") today announces that it has approved the offer to purchase in cash from holders of the issued and outstanding Global Depositary Receipts ("GDRs") of Open Joint-Stock Company "NOMOS-BANK" ("NOMOS-BANK") up to 36,968,946 GDRs (the "Offer"), at a purchase price of US$14.00 per GDR, subject to any taxes and other governmental charges (the "Purchase Price"). The Offer is made upon the terms and subject to the conditions set forth in the Offer Memorandum, dated November 22, 2012, and in the related Corporate Action Notice to be distributed to holders of GDRs, including the Certification and Instruction Form (together, the "Offer Documents"). The Offer provides GDR holders who wish to sell all or a portion of their interest in NOMOS-BANK an opportunity to do so at a premium to market price. As of November 20, 2012, there were 92,422,370 ordinary shares of NOMOS-BANK, including 18,774,441 ordinary shares represented by GDRs, issued and outstanding, with two GDRs representing one ordinary share. In the aggregate, no more than 36,968,946 GDRs (the "Maximum Number of GDRs"), representing approximately 20% of all issued and outstanding ordinary shares, will be purchased pursuant to the Offer. The Offer is made for GDRs only and is not made for ordinary shares. Details of the Offer The Offer will commence at 9 A.M., London time, on November 22, 2012 and expire at 12:00 P.M., London time, on January 25, 2013, unless the Offer is extended (the "Expiration Time"). The Depository Trust Company ("DTC"), Euroclear Bank N.V./S.A. ("Euroclear") and Clearstream Banking, Société Anonyme ("Clearstream" and, together with DTC and Euroclear, the "Clearing Systems"), and their respective participants, will establish their own cut-off dates and times for the tender of the GDRs, including the submission of the Certification and Instruction Form, which will be earlier than the Expiration Time. NomGDR may elect to extend the Expiration Time of the Offer. If the Expiration Time of the Offer is extended, NomGDR will issue a press release announcing the extension and publish it on the website www.nomosoffer.com. GDR holders wishing to tender their GDRs must follow all applicable procedures set forth in the Offer Memorandum and Corporate Action Notice, including the Certification and Instruction Form, to tender GDRs. Detailed information on tendering securities may be found on the website www.nomosoffer.com. If more than the Maximum Number of GDRs are validly tendered prior to the Expiration Time, the tendered GDRs will be purchased on a pro rata basis according to the number of GDRs tendered by the tendering GDR holders (with downward adjustments where necessary to avoid the purchase of fractional GDRs). If any validly tendered GDRs are not purchased under the Offer, including GDRs not purchased due to pro-ration, GDRs not purchased in the Offer will be unblocked by the relevant Clearing System on the account of the tendering GDR holder. NomGDR will accept for purchase from each GDR holder that has tendered GDRs only that number of GDRs that are validly tendered and may be purchased from such GDR holder after pro-ration. The Tender Agent will, no later than three Business Days following the Expiration Time, provided that it has received the aggregate Purchase Price in U.S. dollars from NomGDR no later than the next Business Day following the Expiration Time, remit the aggregate Purchase Price to the Clearing Systems for further distribution to the tendering GDR holders pro rata to the number of the GDRs validly tendered by the relevant tendering holder (subject to any pro-ration as described above) net of any taxes and other governmental charges. No GDR holder will be entitled to any payment of accrued or other interest with respect to the Purchase Price under any circumstances, even if there is a delay in making the payment. NomGDR is a business company incorporated in the British Virgin Islands for the sole purpose of acquiring the GDRs tendered in the Offer. Otkritie Advisory Services Limited, an indirect wholly-owned subsidiary of OTKRITIE Financial Corporation JSC ("Otkritie"), has entered into a call option agreement to acquire, subject to receipt of necessary approvals (to the extent required), all issued and outstanding shares of NomGDR. On August 31, 2012, Otkritie announced its intention to consolidate up to 100 per cent. of the remaining shares in NOMOS-BANK that it did not own. Otkritie, or its affiliates, or special purpose entities nominated by it, may acquire ordinary shares or GDRs or indirect control over them either prior to, during or after completion of the Offer. The ordinary shares or GDRs acquired by Otkritie, its affiliates, or special purpose entities nominated by it prior to the date of the Offer Memorandum have been, and any ordinary shares or GDRs that may be acquired by Otkritie, its affiliates, or special purpose entities nominated by it after the date of the Offer Memorandum may be, acquired at prices both lower and higher than the Purchase Price. Information about any such purchases that are made after the date of the Offer Memorandum and prior to completion of the Offer will be disclosed as and if required by applicable securities laws. NomGDR reserves the right, at any time prior to the Expiration Time, to amend or extend the Offer in its sole discretion in any respect, or terminate it if certain conditions set forth in the Offer Memorandum are not satisfied or for any other reason. NomGDR intends to finance the Offer through external financing, which may be secured by the GDRs acquired in the Offer. No commitments have yet been received for any such financing, and if NomGDR is unable to obtain such financing prior to consummation of the Offer, the Offer will be terminated. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of tenders will be determined by NomGDR in its sole discretion, which determination shall be final and binding. NomGDR's interpretations of the terms and conditions of the Offer (including the Corporate Action Notice and the instructions thereto) and the Offer Memorandum shall be final and binding. GDR holders are urged to obtain current market quotations for the GDRs and ordinary shares. GDR holders should be aware that the sale of GDRs and receipt of the purchase price pursuant to the Offer will have certain tax consequences, and are urged to consult at their own expense their tax advisors with respect to those consequences in considering the Offer. The Offer Memorandum, the Corporate Action Notice and the Certification and Instruction Form contain important information that GDR holders are urged to read carefully before they make any decision with respect to the Offer. VTB Capital has been retained to act as financial advisor to Otkritie in connection with its acquisition of up to a 100 per cent. stake in NOMOS-BANK. Debevoise & Plimpton LLP is acting as legal counsel to Otkritie in connection with the Offer. Copies of the Offer Memorandum and the related Corporate Action Notice, including the Certification and Instruction Form, will be available at a dedicated web-site at www.nomosoffer.com. In addition, GDR holders may contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer. ***** Additional Information: None of NomGDR, Otkritie, Deutsche Bank Trust Company Americas (the "Tender Agent") or Deutsche Bank Aktiengeselleschaft (the "GDR Depositary"), makes any recommendation to any securityholder as to whether to tender or refrain from tendering its GDRs. No person has been authorized to make any recommendation on behalf of NomGDR, the Tender Agent or the GDR Depositary as to whether GDR holders should tender or refrain from tendering their GDRs pursuant to the Offer or to make any representation or to give any information in connection with the Offer other than as contained in the Offer Memorandum, dated the date hereof, or in the Corporate Action Notice, including the Certification and Instruction Form. If made or given, any such recommendation, representation or information must not be relied upon as having been authorized by NomGDR, Otkritie, the Tender Agent or the GDR Depositary. GDR holders are urged to evaluate carefully all information in the Offer Memorandum, the related Corporate Action Notice, including the Certification and Instruction Form, and other related materials, consult their own investment and tax advisers and make their own decisions whether to tender or refrain from tendering their GDRs. The Offer is not being made to, nor will tenders be accepted from or on behalf of, GDR holders in any jurisdiction in which the making or acceptance of offers to sell securities would not be in compliance with the laws of that jurisdiction. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ("SEC") NOR ANY U.S. STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE OFFER, PASSED UPON THE FAIRNESS OR MERITS OF THE OFFER MEMORANDUM OR THE CORPORATE ACTION NOTICE, INCLUDING THE CERTIFICATION AND INSTRUCTION FORM, OR DETERMINED WHETHER THE OFFER IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIME. NEITHER THIS ANNOUNCEMENT, NOR THE OFFER MEMORANDUM, THE CORPORATE ACTION NOTICE, INCLUDING THE CERTIFICATION AND INSTRUCTION FORM, NOR THE OFFER DESCRIBED THEREIN NOR ANY INFORMATION CONTAINED HEREIN CONSTITUTE AN OFFER ("OFERTA") PURSUANT TO RUSSIAN LAW, OR AN ADVERTISEMENT, OR AN OFFER OF SECURITIES TO AN UNLIMITED NUMBER OF PERSONS WITHIN OR OUTSIDE THE TERRITORY OF THE RUSSIAN FEDERATION. NEITHER THE OFFER MEMORANDUM, THE CORPORATE ACTION NOTICE, INCLUDING THE CERTIFICATION AND INSTRUCTION FORM, NOR THE OFFER DESCRIBED THEREIN NOR ANY INFORMATION CONTAINED HEREIN CONSTITUTE OR ARE INTENDED FOR PLACEMENT OR CIRCULATION OF SECURITIES OF FOREIGN ISSUERS IN THE RUSSIAN FEDERATION. GDRs OF NOMOS-BANK, TO WHICH THE OFFER RELATES, ARE NEITHER REGISTERED IN THE RUSSIAN FEDERATION NOR ADMITTED TO PLACEMENT, PUBLIC PLACEMENT OR PUBLIC CIRCULATION IN THE RUSSIAN FEDERATION IN ACCORDANCE WITH ARTICLE 51.1 OF RUSSIAN FEDERAL LAW DATED 22 APRIL 1996 NO. 39-FZ "ON THE SECURITIES MARKET" (AS AMENDED). TENDER AND PURCHASE OF GDRs OF NOMOS WILL BE CARRIED OUT EXCLUSIVELY IN ACCORDANCE WITH THE PROCEDURES SET FORTH IN THE OFFER MEMORANDUM AND THE CORPORATE ACTION NOTICE, INCLUDING THE CERTIFICATION AND INSTRUCTION FORM. This announcement has been issued by and is the sole responsibility of the Offeror. This announcement and the Offer Memorandum, and any investment activity to which it relates, is available only to persons in the United Kingdom to whom it may lawfully be communicated in accordance with the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, any person satisfying this criterion being referred to as a "relevant person". Neither this announcement nor the Offer Memorandum may be acted or relied on in the United Kingdom by anyone who is not a relevant person. Neither this announcement nor the Offer Memorandum shall be considered as a public offer for purchase of GDRs pursuant to Russian laws. Neither GDRs of NOMOS-BANK, nor any document to which the Offer relates, have been or will be registered with the FSFM (as defined below) and are not intended for placement, public placement or public circulation in the Russian Federation. The tender and purchase of GDRs of NOMOS-BANK will be carried out exclusively in accordance with the procedures set forth in the Offer Memorandum. Any information in this document is addressed to "qualified investors" (as defined under Russian law) or persons outside the Russian Federation. In Belgium the Offer is not directly or indirectly, being made to, or for the account of, any person other than to qualified investors (gekwalificeerde beleggers/investisseurs qualifiés) within the meaning of Article 10 of the Belgian Law of 16 June 2006 on the public offering of investment instruments and the admission of investment instruments to trading on a regulated market, as amended or replaced from time to time ("Qualified Investors"). As a result, the Offer does not constitute a public offer pursuant to Articles 3 and 6, § 1 of the Belgian law of 1 April 2007 on public takeover bids, as amended or replaced from time to time. Consequently, the Offer has not been and will not be notified to, and the Offer Memorandum and any other offering material relating to the Offer has not been, and will not be, submitted to nor approved by the Belgian Financial Services and Markets Authority (Autoriteit voor Financiële Diensten en Markten/Autorité des Services et Marchés Financiers) pursuant to the Belgian laws and regulations applicable to the public offering of securities. Accordingly, the Offer as well as any other materials relating to the Offer may not be advertised, and the Offer Memorandum or any other information circular, brochure or similar document may not be distributed, directly or indirectly, to any person in Belgium other than Qualified Investors, acting on their own account, and may not be used in connection with any offering in Belgium except as may otherwise be permitted by law. The Offer has not been prepared in the context of a public securities offering in France within the meaning of Article L.411-1 of the French Code monétaire et financier (the "CMF") and Title I of Book II of the Règlement Général of the French Autorité des marchés financiers (the "AMF") and therefore has not been and will not be submitted for clearance to, nor approved by, the AMF. Accordingly, the Offer Memorandum may not be distributed to the public in France. This communication is addressed to and the Offer will be made only to residents of France (i) who are qualified investors ("investisseurs qualifiés") and/or who belong to a restricted circle of investors ("cercle restreint d'investisseurs"), in each case investing for their own account, all as defined in, and in accordance with, articles L.411-2-II, D.411-1, D.411-4, D.744-1, D.754-1 and D.764-1 of the CMF; (ii) who are providers of investment services relating to portfolio management for the account of third parties and/or (iii) in a transaction that, in accordance with article L.411-2 of the CMF and article 211-2 of the Règlement Général of the AMF, does not constitute a public offer. The Offer Memorandum has not been prepared in accordance with Directive 2003/71/EC as amended by Directive 2010/73/EU (the "Prospectus Directive") or any measures made under the Prospectus Directive or the laws of the Republic of Ireland or of any EU member state or EEA treaty adherent state that implements the Prospectus Directive or such measures, and has not been reviewed prior to being issued by any regulatory authority in Ireland or in any other EU member state or EEA treaty adherent state and therefore may not contain all the information required where a document is prepared pursuant to the Prospectus Directive or such laws. The Offeror is not an intermediary authorised according to Italian laws and regulations nor are the GDRs listed on Italian regulated markets. The cash tender offer described in the Offer Memorandum is not (nor will be) registered with Italian competent authorities. Equally, the GDRs object of the cash tender offer are not (nor will be) registered with Italian competent authorities. No active marketing and solicitation of this cash tender offer has been carried out in Italy. This information is provided by RNS The company news service from the London Stock Exchange END TENLFFSFLSLLFIF -0- Nov/22/2012 07:02 GMT
NomGDR Limited Tender Offer for GDRs of OJSC Nomos-Bank
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