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CREDIT BANK OF MOSCOW (PUBLIC JOINT-STOCK COMPANY) ANNOUNCES LAUNCH OF AN OFFERING OF SHARES

06.05.2021

CREDIT BANK OF MOSCOW (public joint-stock company) ("CREDIT BANK OF MOSCOW" or "MKB" or the "Bank"), the leading non-state publicly-traded bank in Russia, today announces the launch of an offering of its ordinary shares (the "Shares to be issued through an open subscription process through the facilities of Moscow Exchange (the "Offering").

  • CREDIT BANK OF MOSCOW intends to offer up to 3,600,000,000 newly-issued Shares as part of the Offering, with all shares being priced in Russian Roubles by the Supervisory Board of MKB on or about 13 May 2021.
  • 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 6 May 2021, with the offer price to be announced on or about 14 May 2021.
  • Potential purchasers of the Shares who have access to Moscow Exchange (including through brokers) may participate in the Offering and subscribe for the Shares. Potential purchasers who do not have such access to Moscow Exchange (including through brokers) will be able to place orders through the Joint Bookrunners (as defined below) who will then submit aggregated application on behalf of investors at Moscow Exchange to subscribe for the relevant number of Shares.
  • MKB’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 MKB and thereby become listed and traded on the 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 to pay the Joint Bookrunners for the Shares in Russian Roubles.
  • MKB’s shareholders of record as at 5 November 2020 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 30 November 2020 to 9 December 2020, both dates inclusive) MKB received applications from eligible shareholders to subscribe in aggregate for 2,291,543 Shares. Following the approval of the offer price by the Supervisory Board, the pre-emptive shareholders are required to pay for subscribed Shares during a five business day period upon commencement of distribution of Shares.
  • Concern Rossium, beneficially owned by Mr. Roman Avdeev, owns 59.78% of shares in MKB (includes the direct ownership share of LLC Concern Rossium for 56.07% and the ownership share of the Company's subsidiaries for 3.71%) and is expected to buy (but not using its pre-emptive rights) not less than 50% of Shares in the Offering.
  • MKB and Concern Rossium are both expected to agree on a 180-days lock-up, while management holding MKB’s shares is expected to agree on a 365-days lock-up.
  • MKB intends to use the proceeds of the Offering for general corporate purposes.  
  • Citigroup, Renaissance Capital, Société Générale and Sova Capital Limited, are acting as Joint Global Coordinators and Joint Bookrunners of the Offering. ATON and BCS Global Markets are acting as Joint Bookrunners of the Offering.

CREDIT BANK OF MOSCOW KEY HIGHLIGHTS

  • CREDIT BANK OF MOSCOW is the leading non-state publicly traded Russian bank designated as a systemically important banking institution (SIFI) with equity of c.$3.2bn and total assets of c.$39.5bn as of 20201. Underpinned by its organic growth track-record and resilient profitability, MKB has a strong and established position in the Russian banking market with c. 2.9% share in banking sector assets as of 1 January 2021.
  • MKB operates a well-established diversified universal franchise with strong footprint in corporate segment and growing presence in retail banking, serving more than 20 thousand corporate clients and 900 thousand active retail clients. One of MKB’s key differentiating advantages is the ability to provide its customers with tailor-made products and customised solutions, thus becoming a one-stop financial institution for targeted client segments.
  • The Bank’s client-centric business model provides sustainably high through-the-cycle profitability with moderate risk profile. The Bank is amongst the fastest growing and most profitable banking institutions in Russia: total assets grew at the CAGR of 16% and the average ROAE amounted to c.15% during 2018-2020. The Bank maintains sound asset quality with NPL ratio at 3.1% and NPL coverage of 155% as of 2020.
  • MKB’s omnichannel distribution network consists of 132 branches, over 1,000 ATMs and 6.7k payment terminals as of 31 December 2020, complemented by internet banking platform, a call centre and Russia-wide partner programmes. MKB is increasingly relying on remote channels for distribution of its products and services, reaching 50% penetration of remote banking operations as at 31 December 2020. As a result, MKB is ahead of leading publicly-traded peers from Central Eastern Europe in operating efficiency with a 34% average cost to income ratio during the period from 2017 to 31 December 2020 vs. peer group average at 44%.
  • MKB is recognised as the Russian banking sector leader in terms of commitment to ESG principles and integration thereof into MKB’s business model (as per RAEX-Europe ESG ranking, March 2021). In October 2019 MKB became the first Russian bank to be assigned an ESG rating, ‘BBB’ from Rating-Agentur Expert RA GmbH. MKB is fully compliant with best international corporate governance practices and has successful track record in attracting capital from reputable institutional investors including EBRD, IFC and others. Roman Avdeev is the Bank’s controlling shareholder (via Rossium Holding) since 1994, EBRD remains minority shareholder with a 3.6% stake.
  • The Bank is publicly traded on the Moscow Exchange since June 2015 with free-float of 20%2. MKB shares are included in MOEX Russia Index, RTS Index, MSCI EM Small Cap Index and FTSE Global Equity Index series. MKB enjoys a proven access to international and local capital markets for debt and equity, having raised a total of U.S.$4.7 billion and U.S.$1.0 billion, respectively, in 2015-2021. MKB is currently rated ‘Ba3’/ ‘BB‘/ ‘ВВ-‘ by Moody’s / Fitch / S&P.
  • MKB’s key strategic objective through 2023 is to strengthen further its leading market positions by expanding at the above-market growth rates, leveraging key strength of MKB’s universal banking model and delivering high quality customer experience by offering differentiated value proposition for each client segment. MKB aims to grow its retail and corporate loan portfolio at 20-25% and 10-12% per annum, respectively, focusing on transactional banking and high added-value solutions with expected growth of share of fee and commission income in operating income to around 30% by 2023.
  • MKB expects to deliver strong profitability with ROAE over 15% while maintaining healthy capital position with N1.1 of above 9% in 2021-2023. In February 2021, the Bank announced new dividend policy which assumes minimum distribution of 25% of net income according to IFRS.

Notes:

1) MKB total assets and equity were converted at CBR USD/RUB exchange rate of 73.88 as at 31 December 2020

2) MKB free-float as at 19 April 2021, according to MOEX free-float disclosure 

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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.

In the United Kingdom, this communication is being distributed to and is directed only at persons who are “qualified investors” and acting for their own account within the meaning of Prospectus Regulation (EU) 2017/1129, as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 who are also  (i) 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"); (ii) 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; and (iii) 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 (“Qualified Investors”), and such other persons as this document may be addressed on legal grounds, and no person that is not (i) in the United Kingdom, a Relevant Person or (ii) in any member state of the European Economic Area, a 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.