NomGDR Limited Tender Offer for GDRs of OJSC Nomos-Bank

  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
 
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