CREDIT BANK OF MOSCOW (PUBLIC JOINT-STOCK COMPANY) ANNOUNCES LAUNCH OF THE OFFERING OF ITS SHARES
IMPORTANT NOTICE: NEITHER THIS ANNOUNCEMENT NOR THE INFORMATION CONTAINED HEREIN IS FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR TO ANY PERSON IN ANY OF THOSE JURISDICTIONS OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE LAWS OF SUCH JURISDICTION.
CREDIT BANK OF MOSCOW (public joint-stock company) ("CREDIT BANK OF MOSCOW" or "CBM" or the "Bank"), one of the leading private universal commercial banks in Russia, today announces the launch of a share offering (the "Offering") of its ordinary shares (the "Shares") through the facilities of Moscow Exchange to be issued through an open subscription process.
· CREDIT BANK OF MOSCOW intends to offer up to 2,750,000,000 newly-issued Shares as part of the Offering, with all shares being priced in Russian Roubles.
· The Offering comprises an offering of the Shares (i) in Russia and otherwise outside the United States in reliance on Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and (ii) within the United States to certain qualified institutional buyers (“QIBs”) as defined in, and in reliance on, Rule 144A under the Securities Act.
· In relation to the Offering, the Company will be conducting a series of investor meetings starting from 29 October 2019, and the Offering price announcement is expected on or about 6 November 2019.
· Potential purchasers of the Shares who have access to Moscow Exchange (including through a broker) may subscribe for the Shares via Moscow Exchange. Potential purchasers who do not have such access to Moscow Exchange (including through a broker) will have the option of placing orders through the Joint Bookrunners (as defined below) who will then place aggregated orders on behalf of investors at Moscow Exchange to subscribe for the relevant number of Shares.
· CBM’s ordinary shares are admitted to trading and included in “Level 1” of the List of Securities on Moscow Exchange. Once issued, the Shares will become fungible with the existing ordinary shares of CBM and thereby become listed and traded on Moscow Exchange.
· Investors subscribing for the Shares through Moscow Exchange directly will need to pay for the Shares in Russian Roubles. Investors whose orders will be aggregated and placed through Moscow Exchange by the Joint Bookrunners will have the option, subject to Russian currency control requirements, to pay the Joint Bookrunners for the Shares in Russian Roubles or in U.S. Dollars.
· CBM’s shareholders of record as at 4 October 2019 had statutory pre-emptive rights under Russian law to subscribe for the Shares pro rata to their existing shareholding as at that date. As at the expiration of the pre-emptive right period (from 9 October 2019 to 18 October 2019 (both dates inclusive), none of CBM’s shareholders have expressed an intention to execute their pre-emptive right to subscribe for the Shares.
· LLC Concern Rossium, beneficially owned by Mr. Roman Avdeev, owns 56.07% of share capital of CBM and is expected to buy 1,542,056,955 shares in the Offering to maintain its existing shareholding.
· CBM and Concern Rossium are both expected to agree on a 180-days lock-up, while management holding CBM’s shares is expected to agree on a 365-days lock-up.
· The Offering is being conducted in order to proactively improve the composition of CBM’s regulatory capital. CBM intends to use up to U.S.$150,000,000 of the net proceeds of the Offering to repurchase some of its outstanding Eurobonds which may include a portion of the outstanding U.S.$600,000,000 7.500 per cent. Loan Participation Notes due 2027 and U.S.$700,000,000 8.875 per cent. Perpetual Callable Loan Participation Notes issued by CBOM Finance p.l.c, and the remaining portion of the net proceeds, if any, are expected to be used for general corporate purposes.
· Citigroup, Société Générale and Sova Capital Limited, are acting as Global Coordinators and Joint Bookrunners of the Offering.
This announcement is not and does not form part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein are not registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. CREDIT BANK OF MOSCOW (public joint-stock company) does not intend to register any portion of the offering of any securities referred to herein in the United States or to conduct a public offering of the securities in the United States. This communication does not constitute an offer of the securities to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the securities.
This communication is being distributed to and is directed only at (i) persons who are outside the United Kingdom; (ii) persons who are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended from time to time (the "Order"); (iii) high net worth entities and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order; (iv) certified high net worth individuals and certified and self-certified sophisticated investors as described in Articles 48, 50 and 50A, respectively of the Order; and (v) persons to whom this communication may otherwise lawfully be made (all such persons together being referred to as "Relevant Persons"). Any investment activity to which this communication relates will only be available to and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.
This communication is distributed in any member state of the European Economic Area only to those persons who are “qualified investors” and acting for their own account within the meaning of Prospectus Regulation (EU) 2017/1129 in such member state, and such other persons as this document may be addressed on legal grounds, and no person that is not a relevant person or qualified investor may act or rely on this document or any of its contents. This communication and information contained herein does not constitute an advertisement of any securities, or any other kind of advertisement, or an offer to buy securities or invitation to submit offers to purchase securities, in the Russian Federation.