SPB Exchange Announces the Results of Its Initial Public Offering and Share Capital Increase

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, December 24, 2021 – Public Joint-Stock Company “SPB Exchange” (“SPB Exchange” or the “Company”), the leading exchange for international securities in the Russian financial market, announces the results of the initial public offering (“IPO” or the “Offering”) of its ordinary shares (the “Shares”) with their listing on the SPB Exchange platform.

On December 21, 2021, the repurchase option granted by the JSC “Voskhod,” the Company’s wholly-owned subsidiary (the “Subsidiary”), to JSC VTB Capital, acting as market maker in connection with the stabilization activities related to the Offering, expired. No Shares were acquired in the course of stabilization activities and, therefore, the repurchase option was not exercised. As a result, gross proceeds from the Offering of $175 million were not reduced.

Following the completion of the share capital increase, the Company placed an aggregate of 18,757,747 new Shares, including 15,217,392 Shares offered and placed in the Offering and 279,485 Shares placed to the existing shareholders that subscribed and paid for the Shares exercising their pre-emptive rights. Concurrently with the Offering, 3,260,870 Shares were also placed to the Subsidiary. The Shares acquired by the Subsidiary may be used for the Company’s employee stock option program and other corporate purposes. Accordingly, the total number of the Company’s issued and outstanding Shares increased from 114,086,160 Shares to 132,843,907 Shares. 

For more information please contact

SPB Exchange PR:

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

IMPORTANT NOTICE

The contents of this announcement have been prepared by and are the sole responsibility of 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. 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 U.S. Securities Act of 1933, as amended (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 were 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 announcement relates 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 ANY 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”), acted 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”) acted exclusively for 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 any of the documents related to the Offering 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.

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.