Announcement of pre-emption exercisability notice
1. General Information
1.1. Issuer’s full corporate name (name for NGO): CREDIT BANK OF MOSCOW (public joint-stock company)
1.2. Issuer’s abbreviated corporate name: CREDIT BANK OF MOSCOW
1.3. Issuer’s registered office: 2 (bldg. 1.) Lukov pereulok, Moscow 107045
1.4. Issuer’s OGRN: 1027739555282
1.5. Issuer’s TIN: 7734202860
1.6. Unique issuer code assigned by registration authority: 1978
1.7. Issuer’s disclosure webpage: http://www.e-disclosure.ru/portal/company.aspx?id=202; http://mkb.ru/
2. Content of Announcement
of the entitlement of shareholders of CREDIT BANK OF MOSCOW (public joint-stock company) to exercise the pre-emption right to acquire its ordinary registered shares of the additional issue
CREDIT BANK OF MOSCOW (public joint-stock company) (the “Bank” or the “Issuer”) informs you that on 27 December 2016 the Bank of Russia registered an additional issue of ordinary registered publicly subscribed shares of CREDIT BANK OF MOSCOW under individual state registration number 10101978B (the “Shares” or “Securities”).
Number of Shares to placed: 3,200,000,000 (three billion two hundred million);
Par value of the additional issue: 3,200,000,000 (three billion two hundred million) roubles;
Par value of one Share: 1 (one) Russian rouble.
Placement price, including that for pre-emption purposes:
The placement price shall be determined by the Supervisory Board after the pre-emption exercisability period expires but before the placement starting date.
The placement price shall be determined in Russian roubles.
The Shares may not be placed below par.
The placement price of the Shares for those who have pre-emptive rights is the same as for any other persons.
The holders of the Bank’s ordinary registered shares have a pre-emptive right to acquire the Shares pro rata to the number of the Bank’s ordinary registered shares they hold.
The list of persons entitled to pre-emption shall be made by reference to entries in the Issuer’s shareholder register as of the 10th day of the date its Supervisory Board’s Meeting approving the resolution to place its additional shares, i.e. 29 October 2016.
Any person entitled to pre-emption in purchasing the Shares may, during its validity period, exercise it in whole or in part by giving a notice to this effect (a “Notice”) and pay for them. Any Notice shall identify the notifying person and the number of securities to be purchased.
It is recommended to state the following in a Notice:
- the heading “Pre-Emptive Right Exercise Notice";
- full name (for individuals) or corporate name and legal form (for legal entities);
- domicile (for individuals) or place of business (for legal entities);
- number of securities to be purchased;
- ID details or state registration details, as applicable;
- mailing address;
- contact telephone (fax) number;
- details of the personal account in the Issuer’s shareholder register or the nominee, if the Shares are to be credited to its account in the share register (full corporate name, principal state registration number, registering authority, date of state registration (inclusion in the Unified State Register of Legal Entities), details of the securities account agreement and of the interdepositary relationship agreement);
- bank account details for refunds.
If the Notice is signed by the shareholder’s representative, then the Notice shall be accompanied by the original power of attorney executed in accordance with the requirements of the current law or its notarised copy.
Any person entitled to pre-emption and registered in the Bank’s shareholder register may exercise it by mailing or delivering a Notice with signed acknowledgment to the Bank’s registrar as a written document signed by the notifying party and, if so provided for by the registrar’s register keeping rules, by sending it to the registrar as an electronic document signed by qualified digital signature.
A Notice mailed or delivered to the Bank’s registrar shall be deemed given to the Bank on the day it is received by the Bank’s registrar.
The registrar’s mailing address: 18 (bldg. 13) Stromynka st., Moscow 107996;
The registrar’s address for delivery with signed acknowledgment: 18 (bldg. 13) Stromynka st., Moscow 107996.
Any person entitled to pre-emption and not registered in the Bank’s shareholder register may exercise it by giving a relevant instruction to the entity recording such person’s rights to the Bank’s shares. Such instruction shall be given in compliance with Russian securities law and state the number of Shares to be bought.
In this case, a Notice shall be deemed given to the Bank on the day the Bank’s registrar is informed by a nominee registered in the Bank’s shareholder register of such person’s intention.
Any acquirer of shares must supply to the Issuer documents necessary for financial condition evaluation (where such evaluation is required.
Such documents must be supplied in such cases and manner as set forth by the then applicable regulations of the Bank of Russia setting out the manner and criteria for evaluating financial condition of credit institutions’ founders (members).
The maximum number of Securities available for pre-emptive purchase shall be pro rata to the number of ordinary shares already held and shall be calculated with the following formula:
M = T x (3,200,000,000 / 23,879,709,866), where
M is the maximum number of Securities available for purchase to a given person,
T is the number of the Issuer’s registered uncertificated shares held by such person as of the pre-emption record date;
3,200,000,000 is the total number of the Issuer’s securities to be placed under the Resolution on additional shares issue;
23,879,709,866 is the number of the Issuer’s ordinary registered shares placed by the date of the resolution to increase its charter capital by placing additional shares.
If it is impossible for any shareholder to buy an integral number of Shares by way of pre-emptive purchase, it is allowed to buy partial (fractional) Shares.
Any Notice stating a greater number of Shares than the maximum number of Shares available to the relevant buyer shall be deemed to be given for such maximum number.
Any Notice stating a lesser number of Shares than the maximum number of Shares available to, or paid within the applicable deadline by, the relevant buyer shall be deemed to be given for the integral number of Shares so paid not exceeding the number stated in the Notice. Any such Notice shall be satisfied to the extent of the integral number of paid Shares.
Any Notice stating a greater number of Shares than the number of Shares paid within the applicable deadline shall be deemed to be given for the integral number of Shares so paid.
Procedure for exercising pre-emptive right to Shares.
The pre-emptive right to buy Shares is exercisable (notices may be given) starting from 10 October 2017.
The exercisability period available to those named on the list of pre-emptive right holders shall be 8 business days of disclosing the pre-emption exercisability notice in the News Feed.
The pre-emption exercisability period expires (notices cease to be accepted) on 19 October 2017.
Pre-emptive placement starting date:
The later of the first business day after the Issuer discloses the placement price in Interfax’s news feed or, if it does so after 10 a.m. Moscow time, the second business day, and the date the Issuer discloses state registration of the additional Securities issue and provides access to the Prospectus as provided for by Russian laws.
Pre-emptive placement ending date
The fifth business day starting from the pre-emptive placement starting date (as day 1).
Term of Payment for Securities:
Any pre-emptive buyers shall pay for Shares bought within 5 (five) business days of the pre-emptive placement starting date. Any payment for securities shall be valid when credited to the accumulation account.
Payment mechanics and payment details:
The Shares shall be paid for by cash in Russian roubles.
Any pre-emptive buyers shall pay for the shares in Russian roubles:
- by a wire transfer, if they are legal entities, individuals carrying out business without incorporation (residents and non-residents alike), or non-resident individuals;
- by a cash deposit or wire transfer, if they are resident individuals.
The accumulation account is the Issuer’s correspondent account opened with the Bank of Russia: 30101810745250000659 with the Central Federal District Head Office (Moscow) of the Central Bank of the Russian Federation, BIC 044525659, TIN 7734202860.
Cash deposits in payment for the shares shall be accepted at the Issuer’s counters at 2 (bldg. 1) Lukov pereulok, Moscow 107045 from 09:00 to 18:00 on business days.
Any payments for Securities received to the Issuer’s account beyond the deadlines set therefor or otherwise non-compliant with any conditions set out in the Resolution on Additional Securities Issue, shall be refunded within 10 (Ten) business days of giving the Securities issue closing notice.
Any amounts paid in excess of the amount due for the Securities bought shall be refunded within 10 (Ten) business days of giving the Securities issue closing notice.
Any refund shall be made to the account detailed in the Notice.
The Issuer shall enable any interested person to get access to the information contained in each announcement, including each material fact announcement, published by it under the Disclosure Regulation, and in the registered Resolution on Additional Securities Issue, Prospectus and any amendments thereto, the pre-emption exercisability notice, the additional Securities issue closing notice, quarterly reports, and other documents required to be disclosed by the Disclosure Regulation, by keeping a stock of their copies at: 2 (bldg. 1) Lukov pereulok, Moscow 107045.
Telephone numbers for enquiries:
8 (800) 100-4-888 (nation-wide toll-free number)
3.1. Head of Corporate Actions and Financial Market Transactions Support Unit (Power of attorney No.770/2016 dated 29.12.2016 (valid until 29.12.2019))
3.2. Date 09.10.2017