Moscow Exchange Announces Intention To Float On Its Own Platform

21/01/2013

OJSC Moscow Exchange MICEX-­‐RTS ("Moscow Exchange” or the “Company”) announces its intention to proceed with an initial public offering (the "Offering") of ordinary shares (the " Shares") with a view to being listed on Moscow Exchange’s own trading platform, CJSC MICEX Stock Exchange.

Key Highlights

  • Leading provider of trading and post-­‐trading infrastructure in the CIS region, operating the largest exchange in Russia for equities, bonds, foreign exchange, derivatives, and money market trading as well as providing clearing, settlement and depositary services across the full range of traded instruments.
  • At December 31 2012, 694 issuers admitted to trading on the securities exchange, including some of Russia’s largest companies by market capitalisation such as LUKOIL, Rosneft, Sberbank, VTB and Gazprom.
  • Diversified and resilient business model with a track record of strong revenue growth and profitability through the economic cycle.
  • Unique global position with a strong presence across all major asset classes. One of the few global exchanges ranked in the top 20 for trading across equities (#18), bonds (#10) and derivatives (#9 by contracts) in the six months ended 30 June 20121. The exchange also generates significant operating income from FX operations.
  • Significant growth opportunity supported by strength of the Russian economy, ongoing upgrades to the domestic financial market infrastructure, and government programmes to support the local capital markets development, including the extensive privatisation programme.
  • Strong financial results generating consolidated operating income of RUB15.9bn for the first nine months of 2012 and an adjusted EBITDA margin of c.66% and net income of RUB6.4bn. The Company has an established track record of growth, with consolidated operating income showing a compound annual growth rate of 23% from 2009 to 2011 (reflecting the RTS Group results starting on 29 June 2011).

Details of the Offering

  • The Offering comprises (a) an offering of Shares in the Russian Federation to institutional and retail investors and; (b) an institutional offering of Shares outside the Russian Federation and the United States to certain persons, in “offshore transactions” as defined in, and in reliance on Regulation S of the US Securities Act of 1933, as amended (the “Securities Act”); (c) and an Offering of Shares within the United States to qualified institutional buyers as defined in, and in reliance on, Rule 144A of the Securities Act or pursuant to another exemption from the registration requirements of the Securities Act.
  • The Shares will be offered by one or both of the Company’s wholly-­‐owned subsidiaries, MICEX (CYPRUS) LIMITED and Limited Liability Company “MICEX-­‐Finance”. All current shareholders of the Company other than the Central Bank of Russia will be provided an opportunity to participate in the Offering as sellers through MICEX (CYPRUS) LIMITED.
  • The Company expects its Shares to be admitted to trading on the “V” quotation list of CJSC MICEX Stock Exchange prior to the closing of the Offering.

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.

Sergei Shvetsov, Chairman of the Moscow Exchange Supervisory Board and Deputy Chairman of the Central Bank of Russia, commenting on today's announcement, said:

"After several years of preparation, we are delighted to be announcing our intention to bring Moscow Exchange to the public market. The Exchange’s own listing is a key element of our strategy to promote the development of the local capital markets as well as to broaden the regional and international appeal of Moscow as a financial centre. As a public company, Moscow Exchange will be committed to demonstrating leadership in corporate governance practices and transparency.”

Alexander Afanasiev, Chief Executive Officer of Moscow Exchange, said:

"Today’s announcement of our intention to float shares of the Moscow Exchange marks a crucial step on our path to greater transparency and openness as a company, as well as bringing governance fully in line with best international practices. We are confident that this will become a key factor in strengthening Moscow’s position as an international financial centre and make Russia’s financial market more attractive for both Russian and international investors.”