---------------- EVENT NUMBER 4982115 ----------------------------EVENT TYPE
221
PURCHASE OFFER
MODIFIED DUTCH AUCTION + DISCLOSURE
Complete
MANDATORY/VOLUNTARY INDICATOR: VOLUNTARY
----------------MAIN UNDERLYING SECURITY-------------------------- SECURITY
XS0842078536 VTB CAPITAL SA
6.95000 17/10/22
(STRAIGHT) NOMINAL USD
1,000 MATURITY 17/10/22
QUOTATION PCT
94.040000 ON 19/10/15
----------------EVENT GENERAL INFORMATION-------------------------RESULTS PUBLICATION DATE: 28/10/15
MIN PRICE:
BID INTERVAL RATE:
935.000000 USD Price
.500000 USD Price
----------------------- OPTION INFORMATION -----------------------CA OPTION NUMBER: 1
CA OPTION TYPE: Cash
DEFAULT OPTION: NO
---------------- EXERCISE DETAILS --------------------------------- SECURITY
XS0842078536 VTB CAPITAL SA
6.95000 17/10/22
(STRAIGHT) NOMINAL USD
1,000 MATURITY 17/10/22
QUOTATION PCT
94.040000 ON 19/10/15
MINIMUM FOR EXERCISE:
200,000
MULTIPLE FOR EXERCISE:
1,000
ACCRUED INTEREST: TO BE RECEIVED BY HOLDER
INSTRUCTION AT BENEFICIAL OWNER LEVEL REQUIRED
---------------- PROCEED DETAILS --------------------------------- CASH
USD
AMOUNT/PRICE NOT YET KNOWN/TO BE DETERMINED
VALUE DATE: 03/11/15
TO PARTICIPATE IN THE COMPETITIVE OFFER
PURCHASE PRICE + ACCRUED INTEREST
----------------------- OPTION INFORMATION -----------------------CA OPTION NUMBER: 2
CA OPTION TYPE: Cash
DEFAULT OPTION: NO
TO PARTICIPATE IN THE NON-COMPETITIVE OFFER
PURCHASE PRICE + ACCRUED INTEREST
----------------------- OPTION INFORMATION -----------------------CA OPTION NUMBER: 3
CA OPTION TYPE: No Action
DEFAULT OPTION: YES
---------------- EVENT DETAILS ------------------------------------
INFORMATION SOURCE:
TENDER AGENT:
LUCID ISSUER SERVICES LIMITED
LEROY HOUSE
436 ESSEX ROAD
LONDON N1 3QP
UNITED KINGDOM
TELEPHONE: +44 207 704 0880
ATTENTION: DAVID SHILSON
EMAIL: VTB(AT)LUCID-IS.COM
GENERAL INFORMATION
--------------------THE PURPOSE OF THE OFFERS IS TO ENABLE THE OFFEROR TO ACQUIRE
CERTAIN OF ITS OUTSTANDING EUROBONDS AT THEIR CURRENT MARKET
PRICES, WHICH IS REFLECTIVE OF THE OFFEROR'S LIQUIDITY POSITION
AND CONSISTENT WITH ITS ONGOING LIABILITY MANAGEMENT OBJECTIVES.
1. TENDER AND CONSENT: NON APPLICABLE.
2. CONDITIONS AND RESTRICTIONS: CERTAIN RESTRICTIONS APPLY FOR
THE FOLLOWING COUNTRIES: UNITED STATES, UNITED KINGDOM, FRANCE,
BELGIUM, ITALY AND RUSSIA
THESE RESTRICTIONS APPLY TO BENEFICIAL OWNERS.
COMPLETION OF THE OFFERS IS CONDITIONAL UPON THE SATISFACTION
(OR, IF APPLICABLE, WAIVER) OF THE TRANSACTION CONDITIONS
REFER TO THE OFFER DOCUMENTATION FOR THE COMPLETE CONDITIONS AND
RESTRICTIONS OF THIS OFFER.
TIMETABLE
----------- PRICING DATE: 28/10/2015
ENTITLEMENT
------------1. PURCHASE PRICE: THE PURCHASE PRICE IS BASED ON A BIDDING
PROCESS (A 'MODIFIED DUTCH AUCTION'). TO INSTRUCT FOR THE
COMPETITIVE OFFER, YOU NEED TO INCLUDE A BID PRICE IN YOUR
INSTRUCTION, GREATER THAN THE MINIMUM PRICE.
- MINIMUM PRICE: USD 935 PER USD 1,000
THE BID PRICE NEEDS TO BE IN INCREMENTS OF USD 0.50 PER USD
1,000. A BID PRICE THAT IS NOT IN ACCORDANCE WITH THE SET
INCREMENT WILL BE ROUNDED UP TO THE NEAREST INCREMENT WITHIN THE
BID RANGE.
NOTE THAT FOR THE COMPETITIVE OPTION THE LOWEST BID PRICE
POSSIBLE IS THUS: USD 935.50 PER USD 1,000
NO BID PRICE IS NEEDED WHEN YOU INSTRUCT FOR THE NON- COMPETITIVE
OFFER
2. ACCRUED AND UNPAID INTEREST: ACCRUED AND UNPAID INTEREST WILL
BE PAID UP TO, BUT NOT INCLUDING, THE SETTLEMENT DATE
3. MINIMUM AGGREGATE ACCEPTANCE AMOUNT: THE OFFER IS NOT
CONDITIONAL ON A MINIMUM AGGREGATE AMOUNT OF SECURITIES BEING
TENDERED.
4. TENDER CAP: UP TO USD 750,000,000 IN AGGREGATE PRINCIPAL
AMOUNT ACROSS ALL ISSUES OF MDA NOTES.
5. PRORATION: IF THE TENDER CAP IS EXCEEDED, INSTRUCTIONS TO
TENDER WILL BE SCALED BY A FACTOR EQUAL TO: (A) THE RELEVANT
ISSUE ACCEPTANCE AMOUNT FOR THE MDA NOTES LESS THE AGGREGATE
PRINCIPAL AMOUNT OF THE RELEVANT ISSUE OF THE MDA NOTES THAT HAVE
BEEN TENDERED AND ACCEPTED FOR PURCHASE AND ARE NOT SUBJECT TO
ACCEPTANCE ON A PRO RATA BASIS (IF ANY), DIVIDED BY (B) THE
AGGREGATE PRINCIPAL AMOUNT OF THE RELEVANT ISSUE OF THE MDA NOTES
THAT HAVE BEEN VALIDLY TENDERED FOR PURCHASE PURSUANT TO THE
OFFERS AND ARE SUBJECT TO ACCEPTANCE ON A PRO RATA BASIS (SUBJECT
TO ANY ADJUSTMENT FOLLOWING ROUNDING OF TENDERS)
EACH TENDER OF NOTES THAT IS SCALED IN THIS MANNER WILL BE
ROUNDED DOWN TO THE NEAREST USD 1,000 OR CHF 5,000, AS
APPLICABLE, IN THE PRINCIPAL AMOUNT OF NOTES, PROVIDED THAT NO
TENDER INSTRUCTION WILL BE ACCEPTED IN THIS MANNER WHERE THE
ACCEPTANCE OF PRO-RATED NOTES WOULD RESULT IN A NOTEHOLDER (I)
TRANSFERRING NOTES TO THE OFFEROR IN AN AGGREGATE PRINCIPAL
AMOUNT LESS THAN THE APPLICABLE MINIMUM DENOMINATION OR (II)
HOLDING A RESIDUAL AMOUNT OF VALIDLY TENDERED NOTES TOTALLING
LESS THAN THE APPLICABLE MINIMUM DENOMINATION.
6. POOLFACTOR: NOT APPLICABLE
==================END OF NOTICE===================