SPB Exchange Announces Pricing of Its Initial Public Offering

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, THE UNITED KINGDOM, JAPAN, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OF SECURITIES OR OTHER MEASURES.

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

Press-Release

Moscow, November 18, 2021 – Public Joint-Stock Company “SPB Exchange” (“SPB Exchange”or the “Company”), the leading exchange for international securities in the Russian financial market, today announces the pricing of its initial public offering (the “IPO” or the “Offering”) of 15 217 392 ordinary shares (the “Shares”) at a price of $11.5 per Share, equal to ₽834.9 at the Central Bank of Russia’s rate in effect on November 19, 2021.

The Shares are expected to begin trading on the SPB Exchange under the ticker symbol “SPBE” and ISIN RU000A0JQ9P9 on November 19, 2021, and the Offering is expected to close on November 23, 2021, subject to customary closing conditions.

Roman Goryunov, Chief Executive Officer and Member of the Board of Directors of SPB Exchange, said:

“SPB Exchange is proud to have attracted such a high-quality diverse investor base, including a significant share of retail investors, within a listing on its own venue. We are delighted that our vision of becoming a leading retail trading platform has been fully supported by our core clients in Russia and that our IPO has also gained strong interest from key local and international institutions.

As a public company, SPB Exchange intends to use the proceeds from the IPO to boost its infrastructure and continue with its ambitious expansion plans into new markets and instruments, making trading more convenient and efficient, thus creating a foundation for further growth of the Russian financial markets.

This IPO once again demonstrates the vast potential of the retail investing in Russia and reconfirms the role of SPB Exchange as the leading trading venue when it comes to international equities trading thanks to a deep liquidity, thin spreads, best execution capabilities and nearly around-the-clock trading. We have come a long way, yet even a longer journey lies ahead of us, and we feel truly privileged to have gained the confidence and trust of our new investors who today decided to join us in the next phase of our Company’s growth and development.

We remain committed to contributing to the development of the Russian financial markets through our leadership as one of Russia’s leading exchanges and our newly achieved status as a public company.”

Offering highlights:

  • IPO price has been set at $11.5 per Share (the “Offering Price”), equal to ₽834.9 at the Central Bank of Russia’s rate in effect on November 19, 2021. Based on the Offering Price, the implied equity value of the Company corresponds to $1.3 bn on a pre-money basis.
  • In connection with the IPO, the Company will issue 15 217 392 new Shares representing an additional 13,3% of its current share capital, raising approximately $175 million of gross proceeds, assuming the Repurchase Option is not exercised and before Offering expenses. The proceeds will be used for general corporate purposes, including the increase of capital of the Company’s operating subsidiaries, SPB Bank and SPB Clearing.
  • Trading in the Shares on the SPB Exchange under the symbol “SPBE” and ISIN RU000A0JQ9P9 is expected to commence on November 19, 2021, and the Shares sold in the Offering are expected to be delivered to investors on November 23, 2021, subject to customary closing conditions.
  • The Offering consists of an offering of the Shares to investors in the Russian Federation and to certain other qualified investors located outside of the United States in “offshore transactions” to non-“U.S. persons”, as each such term is defined in, and in reliance on, Regulation S under the U.S. Securities Act of 1933 (the “Securities Act”). The full details of the IPO are included in the final offering memorandum which will be published by the Company on the Company’s website at: https://spbexchange.ru (the “Offering Memorandum”).
  • Stabilization activities may be performed on the SPB Exchange trading platform during the 30-day period following the IPO subject to a maximum amount of up to 15% of the Shares sold in the Offering. In connection with the Offering, a wholly owned subsidiary of the Company, JSC “Voskhod” (the “Subsidiary”), will grant the stabilization manager an option to require such Subsidiary to repurchase any Shares acquired in stabilization activities, as further described in the Offering Memorandum. Such Shares (if, and in the amount repurchased) will be held by the Subsidiary as quasi-treasury stock.
  • The Company, its executive officers and directors, the Subsidiary and majority of the pre-IPO shareholders holding an aggregate of more than 75% of the Shares have agreed to a 180-day lock-up arrangements, subject to customary exemptions.
  • VTB Capital acted as Senior Global Coordinator of the IPO. VTB Capital, Tinkoff and Alfa CIB acted as Joint Global Coordinators, and together with Aton LLC, Bank GPB International S.A., BCS Global Markets, Investment Company FINAM JSC, Investment Company Freedom Finance LLC, Public Joint Stock Company “Bank Otkritie Financial Corporation”, Sova Capital Limited and PJSC Sovcombank acted as Joint Bookrunners of the IPO.
  • The Offering Memorandum should be read in conjunction with the pricing statement, which has been made available on the Company’s website today.

For more information please contact

SPB Exchange PR:

Mikhail Ivanov
im@spbexchange.ru
+7 (495) 899-01-70, ext. 12149

EM (communications advisor to SPB Exchange Group):

Daria Khilenkova
khilenkova@em-comms.com
+7 916 805 4926

Tom Kiehn
kiehn@em-comms.com
+1 646-384-3361

IMPORTANT NOTICE

The contents of this announcement have been prepared by and are the sole responsibility of Public Joint-Stock Company “SPB Exchange” (the “Company”).

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Investors should not subscribe for or purchase any Shares referred to in this announcement except on the basis of information in the offering memorandum that may be published by the Company (the “Offering Memorandum”). The information in this announcement is subject to change.

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

This announcement 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 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 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 announcement does not constitute an offer of securities to the public in the European Economic Area (“EEA”). No prospectus has been or will be approved in the EEA in respect of the Shares. This announcement is only addressed to, and directed at, persons in member states of the 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 announcement 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 announcement relates is available only to EEA-qualified investors and will be engaged in only with such persons.

This announcement does not constitute an offer of securities to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the Shares. In the United Kingdom, this announcement 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 announcement 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 announcementrelates is available only to relevant persons and will be engaged in only with such persons.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada or Japan. The distribution of this announcement may be restricted by law in certain jurisdictions 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.

THIS ANNOUNCEMENT IS NOT AN OFFER OF ANY SECURITIES FOR SALE IN THE UNITED STATES OR TO ANY U.S. PERSON. THE SECURITIES MENTIONED IN THIS ANNOUNCEMENT 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 ANNOUNCEMENT IN THE UNITED STATES OR TO ANY U.S. PERSONS, 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.

VTB Capital plc, Tinkoff Bank and Alfa Capital Markets Ltd (the “Joint Global Coordinators”), together with Investment Company FINAM JSC, Investment Company Freedom Finance LLC, Bank GPB International S.A., Public Joint Stock Company “Bank Otkritie Financial Corporation” and Sova Capital Limited (the “Joint Bookrunners of the Company”), are acting exclusively for the Company and no-one else in connection with the Offering. Aton LLC, BCS Prime Brokerage Limited and PJSC Sovcombank (the “Joint Bookrunners of the Subsidiary” and, together with the Joint Bookrunners of the Company, the “Joint Bookrunners”) are acting exclusively for the Company’s subsidiary, JSC “Voskhod” (the “Subsidiary”), and no-one else in connection with the Offering. The Joint Bookrunners will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company or the Subsidiary, as applicable, for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Offering, any of the Joint Global Coordinators and Joint Bookrunners or any of their respective affiliates may take up a portion of the Shares in the Offering as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such Shares and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, any references in the Offering Memorandum, if published, to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any offering or placement of securities to any of the Joint Global Coordinators and Joint Bookrunners and any of their respective affiliates acting in such capacity. In addition, any of the Joint Global Coordinators and Joint Bookrunners and any of their respective affiliates may enter into financing arrangements (including swaps, warrants or contracts for differences) with investors, in connection with which any of the Joint Global Coordinators and Joint Bookrunners and any of their respective affiliates may from time to time acquire, hold or dispose of Shares. The Joint Global Coordinators and Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

In connection with the Offering, VTB Capital plc, acting as a stabilizing manager (the “Stabilizing Manager”) on behalf of the Joint Global Coordinators and Joint Bookrunners of the Company, will procure that JSC VTB Capital (the “Market Maker”) shall, to the extent permitted by applicable laws, regulations and rules of the Central Bank of Russia and/or SPB Exchange, purchase , for stabilization purposes, up to 15% of the Shares sold in the Offering on SPB Exchange within the period of 30 calendar days after the date hereof, with a view to supporting the demand for the Shares at a level higher than that which might otherwise prevail in the open market, in accordance with the market-making agreement entered into between the Market Maker and SPB Exchange on November 17, 2021 (the “Market-Making Agreement”). There will be no obligation on the Stabilizing Manager or any person acting on behalf of the Stabilizing Manager to effect stabilizing transactions , and there is no assurance that stabilizing transactions will be undertaken. Such stabilization, if commenced, may be discontinued at any time without prior notice. Except as required by law or regulation, neither the Stabilizing Manager nor any person acting on behalf of the Stabilizing Manager intends to disclose the extent of any stabilization transactions conducted in relation to the Offering.

None of the Joint Global Coordinators and Joint Bookrunners 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 the Company, its subsidiaries or associated companies, 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 this announcement or its contents or otherwise arising in connection therewith.

Forward-looking Statements

This announcement contains forward-looking statements. All statements contained in this announcement 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 announcement 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 announcement relate only to events or information as of the date on which the statements are made in this announcement. 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.