NomGDR Limited - Tender Offer for GDRs of OJSC Nomos-Bank
RNS Number : 7469R
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
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.
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
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
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
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
TENLFFSFLSLLFIF -0- Nov/22/2012 07:02 GMT
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