SPB Exchange Convenes General Shareholders’ Meeting

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THIS PRESS RELEASE IS NOT AN OFFER OF ANY SECURITIES FOR SALE IN THE UNITED STATES OR TO ANY U.S. PERSON. THE SECURITIES MENTIONED IN THIS PRESS RELEASE MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO ANY U.S. PERSONS ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION. ANY PUBLIC OFFERING OF SECURITIES MENTIONED IN THIS PRESS RELEASE IN THE UNITED STATES, IF AND WHEN MADE, WILL BE MADE BY MEANS OF A PROSPECTUS THAT MAY BE OBTAINED FROM THE COMPANY OR THE SELLING SECURITY HOLDER AND THAT WILL CONTAIN DETAILED INFORMATION ABOUT THE COMPANY AND MANAGEMENT, AS WELL AS FINANCIAL STATEMENTS.

Press Release


Moscow, October 18, 2021 – Public Joint-Stock Company “SPB Exchange” (“SPB Exchange” or the “Company”), the leading exchange for international securities in the Russian financial market, announced that its board of directors at a meeting on October 15, 2021 determined to convene an extraordinary general shareholders’ meeting of the Company that will take place on November 18, 2021, to approve directors’ and officers’ insurance and indemnity agreements that are customary for public companies. The Company is currently considering an initial public offering (“IPO”) of its ordinary shares (the “Shares”) on SPB Exchange to be completed before the end of 2021. The Company believes that an IPO on the platform of SPB Exchange will maximize opportunities for participation of retail investors in Russia and will represent an important milestone in its strategic path to becoming a public company.

The new Share issuance was registered by the Central Bank of Russia (the “CBR”) on September 23, 2021. The newly issued Shares (the “Offering Shares”) are expected to be offered in Russia and elsewhere outside the United States to persons who are not “U.S. persons” in “offshore transactions”, as each such term is defined in, and in reliance on, Regulation S under the U.S. Securities Act of 1993, as amended (the “Securities Act”). Following the IPO, the Shares will be trading in the “Level 1” section of the List of Securities Admitted to Trading on SPB Exchange under the symbol “SPB.”

The Company intends to use net proceeds from the IPO for general corporate purposes, including the increase of capital of its key operating subsidiaries, PJSC Best Efforts Bank (SPB Bank) and MFB Clearing Center (JSC) (SPB Clearing).

Additionally, on September 23, 2021, the CBR issued a permit that allows the Company to establish a depositary shares program outside Russia. Before the end of the first half of 2022, the Company intends to file a registration statement on Form F-1 under the Securities Act with the U.S. Securities and Exchange Commission (the “SEC”) to register new and existing Shares in the form of American depositary shares (“ADSs”) in the United States as part of a subsequent offering of its Shares and ADSs to the public in the United States and elsewhere (the “Subsequent Public Offering”). The Company also intends to apply to list the ADSs on The Nasdaq Global Select Market. The Company believes that an eventual listing of its securities in the United States would complete its strategic goal of becoming a public company.

The Subsequent Public Offering remains subject to further corporate approvals, and there is no guarantee that it will be eventually pursued or completed or, if completed, on what terms it will be completed.

Contact Details


Mikhail Ivanov
Head of Comminications, SPB Exchange

im@spbexchange.ru
+7 (495) 899-01-70, ext. 12149
+7 (916) 903-24-97

Important Notice

This press release is not and does not form a part of any offer for sale of securities in any jurisdiction. This press release is being made pursuant to and in accordance with Rule 135 and Rule 135e under the Securities Act.

This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction. The offer and sale of the Offering Shares has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. The Offering Shares, if and when offered and sold, will be offered and sold to investors in Russia and elsewhere outside the United States to persons who are not “U.S. persons” in “offshore transactions”, as each such term is defined in, and in reliance on, Regulation S under the Securities Act.

This press release is only addressed to, and directed at, persons in member states of the European Economic Area (“EEA”) who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129) (as amended, the “Prospectus Regulation”). This press release must not be acted on or relied on in any EEA member state by persons who are not EEA-qualified investors. Any investment or investment activity to which this press release relates is available only to EEA-qualified investors and will be engaged in only with such persons.

In the United Kingdom, this press release is only addressed to, and directed at, persons in the United Kingdom who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 who: (i) are persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”); (ii) are persons who are high net worth entities or other persons falling within Article 49(2)(a) to (d) of the Order; or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (as amended) may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). This press release must not be acted on or relied on in the United Kingdom by persons who are not relevant persons, any investment or investment activity to which this press release relates is available only to relevant persons and will be engaged in only with such persons.

THIS PRESS RELEASE IS NOT AN OFFER OF ANY SECURITIES FOR SALE IN THE UNITED STATES OR TO ANY U.S. PERSON. THE SECURITIES MENTIONED IN THIS PRESS RELEASE MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO ANY U.S. PERSONS ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION. ANY PUBLIC OFFERING OF SECURITIES MENTIONED IN THIS PRESS RELEASE IN THE UNITED STATES, IF AND WHEN MADE, WILL BE MADE BY MEANS OF A PROSPECTUS THAT MAY BE OBTAINED FROM THE COMPANY OR THE SELLING SECURITY HOLDER AND THAT WILL CONTAIN DETAILED INFORMATION ABOUT THE COMPANY AND MANAGEMENT, AS WELL AS FINANCIAL STATEMENTS.

Forward-looking Statements

This press release contains forward-looking statements. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements that include the words “expect,” “intend,” “plan,” “believe,” “project,” “forecast,” “estimate,” “may,” “should,” “anticipate” and similar statements of a future or forward-looking nature. These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In addition, SPB Exchange operates in a competitive and rapidly changing environment, and new risks emerge from time to time. It is not possible for the Company’s management to predict all risks, nor can the Company assess the impact of all factors on Company’s business or the extent to which any factor, or combination of factors, may cause results and other data to differ materially from those contained in any forward-looking statements that Company may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this press release are inherently uncertain and may not occur, and actual results and other data could differ materially and adversely from those anticipated or implied in the forward-looking statements. Accordingly, you should not rely upon forward-looking statements as predictions of future events. In addition, the forward-looking statements made in this press release relate only to events or information as of the date on which the statements are made in this press release. Except as required by law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.