DGAP-UK-Regulatory: Sberbank: The Central Bank of the Russian Federation and Sberbank of Russia Announce the Launch of an Offering of Sberbank Shares and GDSs
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||DGAP-UK-Regulatory: Sberbank: The Central Bank of the Russian Federation and Sberbank of Russia Announce the Launch of an Offering of Sberbank Shares and GDSs
Sberbank / Miscellaneous
Dissemination of a UK Regulatory Announcement, transmitted by
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The issuer is solely responsible for the content of this announcement.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN CANADA, JAPAN OR THE UNITED
17 September 2012
The Central Bank of the Russian Federation and Sberbank of Russia Announce
the Launch of an Offering of Sberbank Shares and GDSs
The Central Bank of the Russian Federation (the 'CBR') and Sberbank of
Russia ('Sberbank') announce today that the CBR intends to sell up to
1,712,994,999 of Sberbank's ordinary shares ('Ordinary Shares'), which
amounts to 7.58% of the total share capital of Sberbank, the largest
commercial bank in Russia by total assets, deposits and loans, through an
offering of Ordinary Shares (the 'Offer Shares') and Global Depositary
Shares ('GDSs') (each GDS representing an interest in four Ordinary Shares)
to institutional investors ('Global Offering') and a simultaneous offering
of Ordinary Shares through the facilities of CJSC MICEX Stock Exchange
('MICEX Offering' and, together with the Global Offering, 'Offerings').
The MICEX Offering is expected to comprise up to 10% of the aggregate size
of the Offerings, subject to increase up to 15% at the discretion of the
CBR depending upon demand.
The Offer Shares will be priced in Roubles and U.S. dollars at the official
CBR exchange rate effective on the date of price announcement. The GDSs
will be priced in U.S. dollars. The Ordinary Shares offered through the
MICEX Offering will be priced in Roubles and the price is expected to be
the same as the price of Offer Shares in the Global Offering.
The price range for an Offer Share has been established at between RUB91
and the market price at the time of closing of the books.
The Offerings are intended to reduce the CBR's stake in Sberbank's total
share capital to 50% plus one voting share in accordance with the approvals
of the National Banking Council of the CBR and the Russian Government while
increasing the free float of Sberbank's shares. No new capital will be
raised as part of the Offerings.
The Ordinary Shares have been admitted to trading on the 'A1' quotation
list of MICEX. Sberbank will apply for admission of the GDSs to the
official list (the 'Official List') of the UK Listing Authority and to
trading on the regulated market for listed securities of the London Stock
Exchange ('LSE') through its International Order Book ('IOB') (regulated
market segment). American Depositary Shares ('ADSs'), each representing an
interest in four Ordinary Shares, are admitted to trading on the LSE,
through its International Order Book (unregulated market segment) and to
the Entry Standard trading platform of the Frankfurt Stock Exchange.
Sberbank will also apply for the admission of the ADSs to the Official List
and to trading on the LSE's regulated market for listed securities through
the regulated market segment of the IOB.
The CBR has appointed Credit Suisse, Goldman Sachs International, J.P.
Morgan, Morgan Stanley and Troika Dialog as Joint Global Coordinators and
Joint Bookrunners in connection with the Global Offering.
LLC Sberbank Investments ('Sberbank Investments'), a wholly owned
subsidiary of Sberbank, may acquire an equivalent of up to RUB20 billion of
Ordinary Shares in the Offerings at the offer price and on the same terms
as other investors.
Sberbank, its affiliates and subsidiaries, members of Sberbank's
Supervisory Board and Executive Board who own Ordinary Shares, as well as
the CBR or any person acting on its behalf (in relation to any Shares held
or acquired by the CBR exceeding the 50% plus one Ordinary Share in
Sberbank's share capital) have undertaken, subject to certain exceptions,
not to issue, offer, sell or otherwise dispose of any Ordinary Shares or
securities convertible into or exchangeable for the Ordinary Shares for a
period of 180 days after the closing of the GDSs portion of the Global
Offering without the prior written consent of the Joint Bookrunners.
Herman Gref, President and Chairman of the Executive Board of Sberbank,
commenting on today's announcement, said:
'The Offerings represent an opportunity for us to further diversify
Sberbank's investor base and secure an international stock exchange
listing. We view this as a critical step in our broader plan to reinforce
Sberbank's position as the leading Russian financial institution, and
transform it into one of the world's top performing banks in terms of
profitability, operational efficiency and service quality. With a strong
balance sheet and significant scale, Sberbank is well positioned to
maintain its solid market share in Russia and to capture additional growth
opportunities in Russia and beyond.'
As the largest commercial bank in Russia by total assets, deposits and
loans, Sberbank plays a significant role in Russia's financial system and
economy. As of June 30, 2012, Sberbank's total assets under IFRS equalled
RUB12.4 trillion. According to Sberbank's calculations based on RAS and
the data released by the CBR, Sberbank's total assets accounted for 28.2%
of all Russian banking sector assets as of July 1, 2012. Sberbank is the
largest taker of deposits in Russia. According to Sberbank's calculations
based on CBR data, as of July 1, 2012, Sberbank had a market share of 46.1%
in retail deposits. Further, according to Sberbank's calculations based on
CBR data, as of July 1, 2012, Sberbank had a market share of 33.2% in loans
to corporate borrowers and 33.6% in loans to retail borrowers. More than
70 million individual customers in Russia hold accounts with Sberbank.
For further information, please contact:
+7 495 957 57 21
Moscow: Maria Shiryaevskaya/ Oleg Leonov
T: + 7 495 795 0623
firstname.lastname@example.org / email@example.com
London: Paul Marriott/ Neil Doyle
T: +44 20 7269 7252/ +44 20 7269 7237
firstname.lastname@example.org / email@example.com
Some of the information in these materials may contain projections or other
forward-looking statements regarding future events or the future financial
performance of Sberbank. You can identify forward looking statements by
terms such as 'expect', 'believe', 'anticipate', 'estimate', 'intend',
'will', 'could,' 'may' or 'might', the negative of such terms or other
similar expressions. Such statements are only predictions and actual events
or results may differ materially. Sberbank does not intend to update these
statements to reflect events and circumstances occurring after the date
hereof or to reflect the occurrence of unanticipated events. Many factors
could cause the actual results to differ materially from those contained in
projections or forward-looking statements of Sberbank, including, among
others, general economic conditions, the competitive environment, risks
associated with operating in the Russian Federation, rapid technological
and market change in the industry in which Sberbank operates, as well as
many other risks specifically related to Sberbank and its operations.
The information contained in this announcement does not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be any sale
of any securities of Sberbank in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration, exemption
from registration or qualification under the securities laws of any
This announcement is only addressed to and is only directed at persons in
member states of the European Economic Area (the 'EEA') who are 'qualified
investors' within the meaning of Article 2(1)(e) of Directive 2003/71/EC
(such Directive and amendments thereto, together with any applicable
implementing measures in the relevant home Member State under such
Directive, the 'Prospectus Directive') ('Qualified Investors'). In the
United Kingdom, this announcement is being distributed to, and is only
directed at, Qualified Investors who (i) have professional experience in
matters relating to investments falling within the definition of
'investment professionals' in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the 'FPO')
or (ii) who fall within Article 49(2)(a) to (d) of the FPO (all such
persons being together referred to as 'Relevant Persons'). This
announcement and information contained herein must not be acted on or
relied upon (a) in the United Kingdom, by persons who are not Relevant
Persons, and (b) in any member state of the EEA other than the United
Kingdom, by persons who are not Qualified Investors. Any investment or
investment activity to which this announcement relates is available only to
(i) in the United Kingdom, Relevant Persons and (ii) in any member state of
the EEA other than the United Kingdom, Qualified Investors, and will be
engaged in only with such persons.
This announcement is an advertisement for the purposes of applicable
measures implementing the Prospectus Directive. This announcement is not a
prospectus and investors should not subscribe for or purchase any Ordinary
Shares (including the Offer Shares), the GDSs or the ADSs referred to in
this announcement except on the basis of information in the prospectus to
be published by Sberbank in accordance with the Prospectus Directive.
The information contained in this announcement does not constitute or form
part of any offer for sale or subscription of or solicitation of any offer
to buy or subscribe for any securities in the United States, nor shall it
or any part of it form the basis of or be relied on in connection with any
contract or commitment whatsoever. Under the U.S. Securities Act of 1933,
as amended, securities may not be offered or sold in the United States
absent registration or an exemption from registration. Sberbank does not
intend to register any portion of the Offerings in the United States or to
conduct a public offering of the Ordinary Shares (including the Offer
Shares), the GDSs or the ADSs in the United States.
This announcement and the information contained herein is not an
advertisement, an offer, or an invitation to make offers, sell, purchase,
exchange or otherwise transfer any securities in the Russian Federation or
to or for the benefit of any Russian person or entity. Neither the GDSs,
ADSs nor any prospectus or other document relating to them has been
registered with the Russian Federal Service for Financial Markets. The GDSs
and ADSs are not intended for and will not be admitted to 'placement' or
'circulation' in Russia (as defined under Russian law) and any information
on the GDSs and ADSs in this announcement is not intended for Russian
persons or persons in the Russian Federation unless and to the extent
permitted by Russian law.
Only for distribution to Australian 'exempt investors' as defined in
Chapter 6D.2 of the Australian Corporations Act 2001 (Cth) ('Corporations
Act') or 'wholesale clients' as defined in Chapter 7 of the Corporations
Credit Suisse Securities (Europe) Limited, Goldman Sachs International,
J.P. Morgan Securities plc, and Morgan Stanley & Co. International plc,
each of which is authorised and regulated in the United Kingdom by the FSA,
as well as CJSC 'Sberbank CIB' (formerly, CJSC 'Investment Company 'Troika
Dialog') and SIB (Cyprus) Limited, are acting exclusively for Sberbank and
no-one else in connection with the Global Offering. They will not regard
any other person as their respective clients in relation to the Global
Offering and will not be responsible to anyone other than Sberbank for
providing the protections afforded to their respective clients, nor for
providing advice in relation to the Global Offering, the contents of this
announcement or any transaction, arrangement or other matter referred to
None of Credit Suisse Securities (Europe) Limited, Goldman Sachs
International, J.P. Morgan Securities plc, Morgan Stanley & Co.
International plc, CJSC 'Sberbank CIB' and SIB (Cyprus) Limited or any of
their respective directors, officers, employees, advisers or agents accepts
any responsibility or liability whatsoever for, or makes any representation
or warranty, express or implied, as to the truth, accuracy or completeness
of, the information in this announcement (or whether any information has
been omitted from the announcement) or any other information relating to
Sberbank, its subsidiaries or affiliates, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made available or
for any loss howsoever arising from any use of the announcement or its
contents or otherwise arising in connection therewith.
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19 Vavilova St.
ISIN: US80585Y3080, RU0009029540, RU0009029557
Listed: MICEX, RTS
Category Code: MSC
LSE Ticker: SBER
Sequence Number: 1200
Time of Receipt: Sep 17, 2012 06:23:37
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