The FINANCIAL — On April 26, 2013, the Supervisory Board of VTB Bank announced that it had resolved to attract new capital in amount of up to Rub 102.5bn through the issuance of 2.5 trillion new ordinary shares (“New Shares”) by way of an open subscription at a price of Rub 0.041 per Share (the “Offering”).
The Bank of Russia has registered the decision on issue of the New Shares and the Russian prospectus on April 26, 2013.
VTB Bank’s existing shareholders as of April 26, 2013 will have statutory pre-emptive rights to subscribe for New Shares at the price per share in the Offering. The pre-emptive subscription period is expected to run from May 6 to May 17, 2013.
VTB Bank expects that the Federal Agency for State Property Management (“FASM”) will not exercise its statutory pre-emptive rights in connection with the Offering, which is expected to result in a dilution of the FASM’s current shareholding of 75.5% to 60.93%, following the placement of all New Shares.
The capital raise will increase VTB Bank’s Tier 1 capital ratio and total capital ratio as of December 31, 2012 to approximately 11.9% and 16.3%, respectively, following the placement of all New Shares.
VTB Bank has received firm and binding commitments from a group of investors comprising existing and new shareholders, including three prominent sovereign wealth funds: Norges Bank Investment Management (the Kingdom of Norway); Qatar Holding LLC (the State of Qatar); and the State Oil Fund of Azerbaijan, SOFAZ (the Republic of Azerbaijan), to subscribe for the entire amount of the Offering.
The Offering is intended to (i) provide certainty on achieving VTB Bank’s equity capital issuance targets; (ii) strengthen VTB Bank ’s shareholder base by introducing substantial new strategic investors and reinforcing links with existing major institutional shareholders; and (iii) provide all current shareholders with the opportunity to participate in the capital raising through the pre-emptive offer.
The pre-emptive rights period is expected to run from May 6 to May 17. The record date for dividends in respect of the financial year ended December 31, 2012 is expected to be May 13, 2013, and subscribers for New Shares will not be eligible for the dividend.
These dates may be subject to change, in which event details of the new dates will be provided by VTB Bank in due course.
“We are delighted to announce the capital increase and are pleased with the transaction structure. Binding commitments to subscribe from major global investors have allowed us to secure our capital raising targets. We are introducing new strategic shareholders and strengthened our relationship with existing major investors whilst offering all current shareholders the chance to participate, and have achieved a transaction in ordinary shares quoted on the Moscow Exchange in line with Government policy.
The transaction allows us to meet our capital adequacy targets, and also provides funding for the continued growth of the business.”
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