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04.02.2013 10:01

Moscow Exchange announces indicative IPO price range and update to dividend policy

Following its announcement on 21 January 2013, Open Joint Stock Company "Moscow Exchange MICEX-RTS" ("Moscow Exchange" or the "Company") announces the indicative price range for its planned initial public offering ("IPO" or "The Offering").

Highlights

  • Indicative price range set at RUB 55 to RUB 63 per share.
  • The shares will be offered by MICEX (CYPRUS) LIMITED and MICEX-Finance LLC, the Company"s wholly owned subsidiaries. The total gross proceeds of the Offering are expected to be RUB 15 billion, consisting of RUB 9 billion secondary share component sold by existing shareholders via MICEX (CYPRUS) LIMITED and RUB 6 billion primary share component sold by MICEX-Finance LLC. The Company may potentially increase the size of the Offering, subject to investor demand, by up to RUB 5 billion.
  • The Company plans to use the net proceeds from the Offering to further increase capitalization levels of its clearing subsidiary, the National Clearing Centre, which is regulated as a bank, and for certain IT infrastructure upgrades.
  • Following the Offering, the Company, MICEX-Finance LLC, MICEX (CYPRUS) LIMITED and shareholders selling their shares through MICEX (CYPRUS) LIMITED will be subject to a lock-up for a period of 180 days. In addition, shareholders of the Company holding approximately 60% of the issued and outstanding Ordinary Shares immediately prior to the Offering have either entered into, or are expected to enter into similar lock-up arrangements.
  • In connection with the Offering, VTB Capital acting as a stabilising manager will have the right to acquire, for stabilisation purposes, ordinary shares of the Company in a number up to 13% of the total number of shares placed in the Offering. The acquisition of the ordinary shares by the stabilising manager in the course of stabilising transactions will result in the transfer of ownership title to such shares back to MICEX-Finance LLC during or following the end of a stabilisation period of up to 30 days.
  • The Company announces its dividend policy, envisaging dividends of no less than 30% of the consolidated net profit calculated under IFRS in respect of the year ended December 31, 2012, no less than 40% in respect of the year ended December 31, 2013 and no less than 50% in respect of the year ended December 31, 2014.
  • Announcement of final pricing is currently expected on 15 February 2013, with dealings in the shares beginning on the same day under the ticker symbol MOEX on the Company"s own trading platform, CJSC MICEX Stock Exchange.

Credit Suisse, J.P. Morgan, Sberbank CIB and VTB Capital are acting as joint global coordinators and joint bookrunners of the Offering. Deutsche Bank, Goldman Sachs International, Morgan Stanley, Renaissance Capital and UBS Investment Bank are acting as joint bookrunners.

ENQUIRIES

Moscow Exchange

Nikita Bekasov

+7 495 363 3232

Moscow

Frontier

Quinn Martin

+7 495 797 3790

 

London

Brunswick Group

Andrew Garfield/ Justine McIlroy/ Natalia Dyett

+44 (0)20 7404 5959

 

NOTES TO EDITORS

About the Moscow Exchange

OJSC Moscow Exchange MICEX-RTS operates Russia"s largest public trading markets for equity, bonds, derivatives, foreign exchange and money market products as well as Russia"s Central Securities Depository (CSD) and the country"s largest clearing service provider, National Clearing Centre. It also provides information services relating to the Russian securities market as well as software solutions and other technology services to its members. In the year ended 31 December 2012, it ranked among the world"s top-20 exchanges for equity trading by market capitalisation and among the top-ten exchanges for bond trading by trading volume (by value) and, in the six months ended June 2012, for exchange-traded derivatives by number of contracts traded. Moscow Exchange has 694 companies listed on its securities exchange, as at 31 December 2012, including many of Russia"s largest companies.

The Moscow Exchange was formed in December 2011 as a result of a merger between Russia"s two main exchange groups.  The merger brought together MICEX Group, the oldest domestic exchange and operator of the leading securities, foreign exchange and money market platform in Russia, and the RTS Group, at the time the operator of Russia"s leading derivatives market. This combination created a vertically integrated public trading market across most major asset classes. Following the merger the Company became an open joint stock company (OJSC) and was named Moscow Exchange.

Disclaimers

Some of the information in these materials may contain projections or other forward-looking statements regarding future events or the future financial performance of the Company. You can identify forward looking statements by terms such as "expect", "believe", "anticipate", "estimate", "intend", "wiII", "could," "may" or "might" the negative of such terms or other similar expressions. The Company wishes to caution you that these statements are only predictions and that actual events or results may differ materially. The Company 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 the Company, including, among others, general economic conditions, the competitive environment, risks associated with operating in the Russian Federation, rapid technological and market change in the industries the Company operates in, as well as many other risks specifically related to the Company and its operations.

Neither these materials nor any copy of it may be taken or transmitted into the United States, Australia, Canada or Japan. These materials do not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefore. The offer and the distribution of these materials and other information in connection with the listing and offer in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

These materials are not for distribution in or into the United States (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act")), and do not constitute or form a part of any offer or solicitation to purchase or subscribe for  any securities in the United States. The securities mentioned herein have not been, and will not be, registered under the Securities Act. The securities mentioned herein may not be offered or sold in the United States except pursuant to an exemption, or a transaction not subject, to the registration requirements of the Securities Act of 1933. The Company has not registered and does not intend to register any portion of any offering in the United States or to conduct a public offering of any securities in the United States.

This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within ArticIe 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (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 which applies Directive 2000/71/EC (this Directive together with any implementing measures in any member state, the "Prospectus Directive") only to those persons who are investment professionals for the purposes of the Prospectus Directive 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 may act or rely on this document or any of its contents.

 

For further information, please contact the Public Relations Department at (495) 363-3232.

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