FAQ

What is this Offer?

NN Investments is offering to purchase in cash from the securityholders of Norilsk Nickel, at a purchase price of US$306.00 per Common Share (its equivalent in Russian Rubles) or US$30.60 per ADS, up to 14,705,882 Common Shares, including Common Shares represented by ADSs (in any combination of Common Shares and ADSs). On September 26, 2011, the Purchase Price represented a cash premium of US$106.00 per Common Share, with respect to the closing price per Common Share on the RTS, and US$106.86 per Common Share, with respect to the closing price per Common Share on the MICEX. On September 26, 2011, the Purchase Price represented a cash premium of US$10.95 per ADS, with respect to the last reported sale price per ADS. Holders of Common Shares should note that the Purchase Price for the Common Shares will be paid in Russian Rubles and determined at the Central Bank of Russia exchange rate in effect on the last day of this Offer, October 28, 2011, unless extended, and that the exchange rate of the US Dollar against the Russian Ruble is volatile. No assurance can be given as to the US Dollar/Russian Ruble exchange rate that will prevail on such date. Moreover, holders of Common Shares should note that there is a significant amount of time (up to seven (7) Russian business days) between when Common Shares will be transferred to NN Investments and the date on which holders will receive the Purchase Price for the Common Shares, net of any fees, expenses or taxes. Those who tender Common Shares will not receive interest or any other form of compensation during this period of time or in the event of a delay in the delivery of the net proceeds of the Offer.


Securities must be properly tendered prior to the Expiration Time upon the terms and subject to the conditions set forth in this Offer. Holders of Common Shares must also sign a share purchase agreement and, where Common Shares are registered in the register of Norilsk Nickel held by Computershare, submit a transfer order to Computershare for their securities to be purchased from them. See Section 1, “Overview; Purchase Price; Number of Securities; Pro-Ration” and Section 3, “Certain Conditions of this Offer.”

 

 

Do all securityholders whose securities are accepted for purchase and purchased by NN Investments receive the same Purchase Price per security, regardless of whether it is a Common Share or an ADS?

All Common Shares purchased by NN Investments pursuant to this Offer will be purchased at a purchase price of US$306.00 per Common Share (the “Common Share Purchase Price”) and all ADSs purchased by NN Investments pursuant to this Offer will be purchased at a purchase price US$30.60 per ADS (the “ADS Purchase Price”), payable in cash, provided that payment for Common Shares will be made in rubles using the conversion rate of U.S. dollars-to-rubles established by the Central Bank of the Russian Federation on the last day of this Offer, October 28, 2011, unless extended. No securityholder will be entitled to any payment of accrued or other interest with respect to the Purchase Price under any circumstances, even if there is any delay in making payment. Neither Norilsk Nickel, NN Investments or any member of the Norilsk Nickel consolidated group expects to purchase Common Shares or ADSs, other than pursuant to this Offer, during the period in which this Offer is open for acceptance, except that Norilsk Nickel and such other companies may purchase Common Shares or ADSs from its principal shareholders and affiliates in private transactions and from third parties in connection with financing and refinancing transactions. In addition, affiliates of Norilsk Nickel that do not comprise the Norilsk Nickel consolidated group and over which Norilsk Nickel does not exercise control and their respective nominees or brokers (acting as agents), may from time to time make purchases of, or arrangements to purchase, Common Shares or ADSs during the period in which the Offer is open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Information about such purchases will be disclosed as and if required by applicable securities laws.


The Dealer Manager will continue to act as market maker in the Common Shares on RTS and MICEX in Russia and in the ADSs on the London Stock Exchange and in the United States before and during the period the Offer remains open for acceptance.  In addition, to the extent permissible under applicable securities laws, the Dealer Manager and its affiliates may also from time to time purchase, or enter into arrangements to purchase, Common Shares or ADSs either as principal or agent before and during the period the Offer remains open for acceptance.  These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Information about such purchases will be disclosed at the following website: http://nnbuyback.com as and if required by applicable legal requirements.

 

 

How many securities will be purchased pursuant to this Offer?

In the aggregate, no more than 14,705,882 Common Shares (in any combination of Common Shares and ADSs), representing approximately 7.7% of all issued and outstanding Common Shares (including Common Shares represented by ADSs), will be purchased pursuant to this Offer. See Section 1, “Overview; Purchase Price; Number of Securities; Pro-Ration.”

 

I have properly tendered my securities and they have been accepted for purchase and purchased by NN Investments. When do I receive payment and in what currency?

NN Investments expects payment for properly tendered ADSs accepted for purchase to be made in cash, without interest within four (4) U.S. business days following the Expiration Time, provided that the ADSs are delivered to NN Investments pursuant to the terms and conditions of this Offer. Payment for properly tendered Common Shares will be made within seven (7) Russian business days upon execution and delivery of the applicable share purchase agreement and transfer of the Common Shares to NN Investments. See Section 5, “Payment for Securities.”


Payment for ADSs will be made in U.S. dollars and payment for Common Shares will be made in rubles using the conversion rate of U.S. dollars-to-rubles established by the Central Bank of the Russian Federation applicable on the last date of this Offer, October 28, 2011, unless extended. See Section 5, “Payment for Securities.”

 

 

Not all of my properly tendered securities were purchased. Why?

It is possible that not all of the securities you properly tendered will be purchased due to pro-ration. If more than the Maximum Number of Securities are properly tendered prior to the Expiration Time, the tendered securities will be purchased on a pro rata basis according to the number of securities properly tendered by the tendering securityholders (with downward adjustments where necessary to avoid the purchase of fractional securities), except that tenders of 100 or less Common Shares or 1,000 or less ADSs, will not be subject to pro-ration. Any pro rata allocation pursuant to this Offer will not differentiate between Common Shares or ADSs and will apply equally to holders of Common Shares and ADSs. See Section 1, “Overview; Purchase Price; Number of Securities; Pro-Ration.”

 

What are Odd Lots?

An Odd Lot in the context of this Offer means either 100 or less Common Shares or 1,000 or less ADSs tendered by a single securityholder. Common Shares and ADSs are not aggregated for the purpose of calculating Odd Lots. A single securityholder may tender only one Odd Lot, which can either be a Common Share Odd Lot or an ADS Odd Lot. A securityholder that has tendered an Odd Lot may not make another tender of either Common Shares or ADSs. No other tender from a securityholder that has already tendered an Odd Lot will be accepted, and any additional Common Shares Letter(s) of Transmittal or ADS Letter(s) of Transmittal, whichever the case, from a securityholder that has submitted a Common Shares Letter of Transmittal or an ADS Letter of Transmittal in respect of an Odd Lot shall be rejected.


NN Investments will purchase without pro-ration all properly tendered Odd Lots of Common Shares and ADSs, provided that any securityholder tendering an Odd Lot (i) does so prior to the Expiration Time, (ii) properly marks the Odd Lots box in the Common Shares Letter of Transmittal or ADS Letter of Transmittal, (iii) with respect to Common Shares, signs and delivers to Computershare a share purchase agreement with respect to an Odd Lot tendered, (iv) in the case of Common Shares, transfers the tendered Odd Lot to NN Investments and (v) complies with the restrictions relating to the tendering of Odd Lots set forth in the preceding paragraph. See Section 1, “Overview; Purchase Price; Number of Securities; Pro-ration.”

 

 

Are there other reasons besides pro-ration why my tendered securities would not be accepted by NN Investments?

Yes. If certain conditions described under “Certain Conditions of this Offer” are not satisfied, or if securities are not properly tendered, NN Investments is not required to complete the purchase of tendered securities. NN Investments reserves the right to reject any and all tenders determined by it not to be in appropriate form or that do not otherwise comply with the terms and conditions of this Offer. NN Investments may reject tenders of Common Shares or ADSs, or both, for instance, if any applicable Letter of Transmittal does not include original signature(s) or the original of any required Medallion signature guarantee(s). See Section 4A, “Procedures for Tendering Securities — Proper Tender and Delivery” and Section 4C, “Procedures for Tendering Securities — Determinations of Validity.”

 

May I tender pledged or otherwise encumbered securities into the Offer?

No.  Securityholders may not tender and submit Letters of Transmittal in respect of securities that are blocked, subject to attachment or encumbered, including, without limitation, by way of pledge.


In respect of Common Shares, Computershare may disregard any Common Shares Letter of Transmittal if the purchase and transfer of the Common Shares to which it relates cannot be performed on any grounds, including due to the Common Shares specified in the Common Shares Letter of Transmittal being blocked, encumbered, pledged or subject to attachment or having other restrictions on the rights and ability of the shareholder to transfer the Common Shares to NN Investments and for NN Investments to receive the Common Shares free and clear of any liens, restrictions, charges and encumbrances and not subject to any adverse claim or right, and together with all rights attached thereto.

 


In respect of ADSs, each securityholder by tendering its ADSs through the submission of an electronic acceptance instruction in accordance with the requirements of DTC’s ATOP procedure, will be deemed to represent and warrant that it has full power and authority to tender, sell, assign and transfer the ADSs (including the underlying Common Shares) tendered hereby and all distributions relating thereto and that when such tendered ADSs are accepted for purchase and payment by NN Investments, NN Investments will acquire good, marketable and unencumbered title thereto and to all distributions, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim or right, and together with all rights attached thereto.

 

 

When will this Offer commence and expire? May this Offer be extended?

This Offer will commence at 8:00 A.M., New York City time, on September 28, 2011 (or 4:00 P.M. Moscow time, on September 28, 2011) and will expire at 8:00 A.M., New York City time, on October 28, 2011 (or 4:00 P.M. Moscow time, on October 28, 2011) unless extended, provided that any tenders submitted by securityholders must be received by either Computershare (with respect to Common Shares) or the ADS Tender Agent (with respect to ADSs) within their normal business hours and in any event prior to the Expiration Time. NN Investments may elect to extend the Expiration Time of this Offer. If the Expiration Time of this Offer is extended, NN Investments will issue a press release announcing the extension and publish it on the website http://nnbuyback.com. See Section 8, “Amendments; Extension of Tender Period; Termination.” Please note that DTC and its participants, including the custodians for Euroclear and Clearstream, will establish their own cut-off date and time for the submission of the ADS Letter of Transmittal, which will be earlier than the Expiration Time.

 

How do I tender my Common Shares or ADSs, or both?

The procedures for tendering securities will vary depending on whether you are tendering Common Shares or ADSs. The procedures for each type of tender are outlined below:


I wish to tender Common Shares and my Common Shares are registered in my personal account in the Norilsk Nickel shareholders’ register held by Computershare. In order to properly tender your Common Shares pursuant to this Offer, you must follow the procedures set forth in Section 4, “Procedures for Tendering Securities”, and in the Common Shares Letter of Transmittal that accompanies this Offer Memorandum. If you are a securityholder whose Common Shares are registered with your personal account in the Norilsk Nickel shareholders’ register held by Computershare, you must, (A) prior to the Expiration Time, properly complete, sign and deliver the Common Shares Letter of Transmittal and any other documents required by the Common Shares Letter of Transmittal to Computershare at the addresses specified in this Offer Memorandum, or have your duly authorized representative complete these actions on your behalf and appear at Computershare at the addresses specified in this Offer Memorandum (or have your duly authorized representative appear at Computershare), and (B) during the period commencing on the fourth Russian business day following the Expiration Time (when the results of pro-ration are expected to have been announced) and ending ten (10) Russian business days thereafter (the “Execution Period”), appear at Computershare at the addresses specified in this Offer Memorandum (or have your duly authorized representative appear at Computershare) and sign a share purchase agreement, obtain an original or (if the share purchase agreement is signed by fax) faxed copy of the share purchase agreement signed on behalf of NN Investments and sign a transfer order to transfer the tendered Common Shares to NN Investments. Please note that faxed copy of the share purchase agreement signed on behalf of NN Investments (if the share purchase agreement is signed by fax) is expected to be available on the second business day following the day you sign the share purchase agreement. Please check with Computershare when the faxed copy of the signed share purchase agreement will be available. You or your authorised representative will need to prepare and sign the transfer order on the same day you or your authorised representative collect the signed copy of the share purchase agreement from Computershare. Please note that if you or your authorised representative does not collect the share purchase agreement and, if applicable, does not sign the transfer order within seven (7) Russian business days following the date of expiration of the Execution Period (as defined below), you will not be entitled to transfer your Common Shares to NN Investments. If you wish to tender Common Shares and your Common Shares are registered with an account of a trustee that carries out management over the rights attached to the Common Shares in the meaning set forth in the FSFM (as defined below) Order No.10-53/pz-n, dated July 29, 2010, you should follow same procedures as if you held your Common Shares on your personal account in the Norilsk Nickel shareholders’ register held by Computershare. Russian licensed securities trustees wishing to tender Common Shares pursuant to the Offer should follow same procedures as holders of Common Shares holding their Common Shares on a personal account in the Norilsk Nickel shareholders’ register held by Computershare or a depo account with a nominee holder(depositary). See Section 4A “Procedures for Tendering Securities — Proper Tender and Delivery.”

 


I wish to tender Common Shares and my Common Shares are registered with an account of a nominee holder. In order to properly tender your Common Shares pursuant to this Offer, you must follow the procedures set forth in Section 4, “Procedures for Tendering Securities”, and in the Common Shares Letter of Transmittal that accompanies this Offer Memorandum. If you are a securityholder whose Common Shares are registered with your depo account with a Russian licensed depository (nominee holder) you must (A) properly authorize and instruct your nominee holder or any other representative to properly complete, sign and deliver the Common Shares Letter of Transmittal and any other documents required by the Common Shares Letter of Transmittal to Computershare at the addresses specified in this Offer Memorandum prior to the Expiration Time and (B) during the Execution Period, have your duly authorized nominee holder or other authorized representative appear at Computershare at the address specified in this Offer Memorandum to sign on your behalf a share purchase agreement, obtain an original or (if the share purchase agreement is signed by fax) faxed copy of the share purchase agreement signed on behalf of NN Investments and sign a transfer order, if applicable, and effect all actions required to transfer the Common Shares tendered to NN Investments. Alternatively, you may do all actions specified above yourself without authorizing your nominee holder or another representative. Please note that a faxed copy of the share purchase agreement is expected to be available on the second business day following the day the share purchase agreement is signed. Please check with Computershare when the faxed copy of the signed share purchase agreement will be available. Please note that you or your representative will be required to sign the transfer order, if applicable, on the same day when the signed copy of the share purchase agreement has been collected from Computershare. Please note that if you or your representative does not collect the share purchase agreement and, if applicable, does not sign the transfer order within seven (7) Russian business days following the date of expiration of the Execution Period, you will not be entitled to transfer your Common Shares to NN Investments. Alternatively, you may effect the actions specified above yourself, provided that you submit to Computershare the relevant documents specified in the Common Shares Letter of Transmittal attached hereto. You will not be obligated to pay a brokerage commission in connection with your tender of Common Shares pursuant to this Offer, but you may be charged a fee by a brokerage firm or similar nominee for processing the tender(s) on your behalf and effecting transfer of Common Shares pursuant to your instructions. See Section 4A, “Procedures for Tendering Securities — Proper Tender and Delivery.”

 


I wish to tender ADSs. In order to properly tender your ADSs pursuant to this Offer, you must follow the procedures set forth in Section 4, “Procedures for Tendering Securities.” If you wish to tender ADSs, you must: (A) for ADSs held through DTC, cause an Agent’s Message (as hereinafter defined) to be received by the ADS Tender Agent and arrange for the book-entry transfer of the ADSs to the ADS Tender Agent’s account at DTC, in each case prior to the Expiration Time; or (B) for ADSs not held through DTC, properly complete, sign and deliver the ADS Letter of Transmittal and provide thereon the original of any required Medallion signature guarantee(s), together with the ADRs evidencing the tendered ADSs (except in the case of uncertificated ADSs), and any other documents required by the ADS Letter of Transmittal, to the ADS Tender Agent at the address specified in this Offer Memorandum, to be received prior to the Expiration Time. If you wish to tender ADSs registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you must contact that firm to effect a tender on your behalf (and any such firm may have established an earlier deadline for tendering securityholders to act to instruct it to accept this Offer). You will not be obligated to pay a brokerage commission in connection with your tender of ADSs pursuant to this Offer, but you may be charged a fee by a brokerage firm or similar nominee for processing the tender(s) on your behalf. See Section 4A, “Procedures for Tendering Securities — Proper Tender and Delivery.”

 


I hold both Common Shares and ADSs and wish to tender both. For each type of security you wish to tender pursuant to this Offer, please follow the relevant procedures outlined for such security above and in Section 4 of this Offer Memorandum.

 

 

Will securities not purchased by NN Investments pursuant to this Offer be returned to me?

If any ADSs are not purchased under this Offer, including due to pro-ration, tendered ADSs not purchased in this Offer will be returned to the holder of ADSs. Common Shares not purchased by NN Investments in this Offer will remain in the ownership of the holder thereof and remain registered on the relevant securityholder’s personal account with Computershare or depo account with the depositary, as applicable. See Section 4D, “Procedures for Tendering Securities — Return of Securities Tendered by Securityholders but Not Purchased by NN Investments.”

 

Are there any limitations on the number of Common Shares or ADSs that may be tendered by a securityholder into the Offer and does the Offer differentiate between Common Shares and ADSs?

No.  Securityholders may tender any number of Commons Share or ADSs owned by them and there are no limitations on the maximum number of securities that may be tendered.  A single securityholder may tender only one Odd Lot, which can either be a Common Share Odd Lot or an ADS Odd Lot. A securityholder that has tendered an Odd Lot, may not make another tender of either Common Shares or ADSs. No other tender from a securityholder that has already tendered an Odd Lot will be accepted, and any additional Common Shares Letter(s) of Transmittal or ADS Letter(s) of Transmittal, whichever the case, from a securityholder that has submitted a Common Shares Letter of Transmittal or an ADS Letter of Transmittal in respect of an Odd Lot shall be rejected. Any pro-rata allocation pursuant to this Offer will not differentiate between Common Shares and ADSs and will apply equally to Common Shares and ADSs, except that it will be taken into account that one Common Share is represented by ten (10) ADSs.

 

Must I tender all of my securities? What if I am the holder of both Common Shares and ADSs?

No, you need not tender all of your securities, but you must tender any Common Shares or ADSs that you wish NN Investments to potentially purchase pursuant to this Offer. If you are a holder of both Common Shares and ADSs, you may (but are not obligated to) tender all of your securities, or any portion or combination of Common Shares and ADSs, by properly completing and submitting the applicable Letter of Transmittal prior to the Expiration Time and any other documentation required in connection with the tender prior to the applicable deadline or by causing an Agent’s Message, if applicable, to be received by the ADS Tender Agent prior to the Expiration Time. Alternatively, you may choose to tender none of your securities (in which case no action on your part is required), or tender only one type of security (Common Shares or ADSs) even though you hold both types of securities.

 

May I withdraw my Common Shares or ADSs after I have tendered them?

No, you will not be able to withdraw your Common Shares or ADSs once those have been validly tendered. An ADS holder who has tendered ADSs in the Offer will have its tendered ADSs blocked by DTC or the ADS Tender Agent and therefore will not be able to transfer, dispose of, or otherwise deal in, those ADSs.

 

Why is NN Investments making this Offer, and how is NN Investments related to Norilsk Nickel?

NN Investments is making this Offer pursuant to a resolution of its directors dated September 27, 2011 and a resolution of its sole shareholder dated September 21, 2011. NN Investments is a direct wholly-owned subsidiary of Norilsk Nickel. The Board of Directors of Norilsk Nickel approved the principal terms of the Offer on September 13, 2011.


The Offer provides securityholders who wish to sell all or a portion of their interest in Norilsk Nickel an opportunity to do so at a premium to market price and provides NN Investments with a block of securities that may be used for financial and business purposes. See Section 2, “Purpose of this Offer”.

 


Any securities acquired by NN Investments pursuant to this Offer will be held by NN Investments and will be available for future resale without further securityholder action (except as required by applicable law or the rules of the securities exchanges or over-the-counter markets on which the Common Shares or ADSs, as the case may be, trade). Any resale, or the possibility of resale, of these securities in the future could adversely affect the trading prices of the securities overall. While held by NN Investments, the securities will not be considered to be outstanding for accounting purposes, including for purposes of determining Norilsk Nickel's earnings per share. For all other purposes, NN Investments will be considered the owner of the securities, entitled to vote and to receive any accrued or future dividend payments with respect to the securities, or any other distribution paid on the securities. Under current Russian law, any such dividends will be subject to a 15% withholding tax.

 

 

Does NN Investments have the financial resources to purchase the securities pursuant to this Offer?

NN Investments expects to use loans provided by companies within the Norilsk Nickel group to pay for the securities tendered in this Offer. Companies within the Norilsk Nickel group intend to obtain external financing in the aggregate amount of up to $3.5 billion, including financing which may be provided by an affiliate of the Dealer Manager.

 

How will my choosing to participate in this Offer affect my rights with respect to the securities I tender?

If you properly tender your securities pursuant to this Offer and those securities are accepted for purchase and purchased by NN Investments, you will receive the requisite payment for such securities in exchange for giving up your interest in such securities. In other words, you will give up in exchange for such payment all rights associated with owning such securities, including any accrued or future dividend payments, if any, and voting rights with respect to such securities. You will not be able to vote at any annual or extraordinary meetings of the shareholders. See Section 5, “Payment for Securities.”


By executing the ADS Letter of Transmittal or causing an Agent’s Message to be sent, the securityholder will irrevocably appoint each designee of NN Investments or one or more of its affiliates as the attorneys-in-fact and proxies of the securityholder, each with full power of substitution, to give voting instructions with respect to any annual or extraordinary meeting of Norilsk Nickel’s shareholders, or otherwise in such manner as each such attorney-in-fact and proxy or his or her substitute shall in his or her sole discretion deem proper with respect to, to execute any written consent concerning any matter as each such attorney-in-fact and proxy or his or her substitute shall in his or her sole discretion deem proper with respect to, and to otherwise act as each such attorney-in-fact and proxy or his or her substitute shall in his or her sole discretion deem proper with respect to, all of the ADSs (including the underlying Common Shares and any and all distributions) tendered hereby and accepted for payment by NN Investments. This appointment will be effective if and when, and only to the extent that, NN Investments becomes obligated to pay for the tendered ADSs pursuant to the Offer following the satisfaction or the waiver by NN Investments of all conditions to the Offer.  See Section 4, “Procedures for Tendering Securities”, subsection (b) “Tender and transfer of ADSs”.

 

 

Once this Offer expires, is NN Investments required to complete this Offer?

Yes, unless certain conditions described under “Certain Conditions of this Offer” are not satisfied, once this Offer expires, NN Investments is required to complete this Offer. NN Investments also has the right to extend or amend this Offer in its sole discretion or terminate it if certain conditions set forth in Section 3 are not satisfied at any time prior to the Expiration Time. See Section 8, “Amendments; Extension of Tender Period; Termination.”

 

What are the conditions to this Offer?

In addition to (and not in limitation of) NN Investments’ right to extend, amend or terminate this Offer at any time prior to the Expiration Time, this Offer is also subject to several other conditions, which NN Investments may waive in its sole discretion. In particular, NN Investments will not be required to accept for purchase or, pay for, and may delay the acceptance for purchase or the payment for, any tendered Common Shares or ADSs, if:


any action or proceeding has been instituted or threatened that would, in NN Investments’ reasonable judgment, impair the contemplated purpose of the Offer;

 


there has been, among other things, any general suspension of trading in, or limitation on prices for, securities on any securities exchange or in the over-the-counter market on which any securities of Norilsk Nickel, including the ADS, trade; or

 


acceptance for purchase or payment for any Common Shares or ADSs pursuant to this Offer would violate any law or regulation applicable to NN Investments or Norilsk Nickel.

 


Furthermore, this Offer is subject to the following conditions, which may be waived in NN Investments’ sole discretion:

 


ability of the Company to obtain financing from companies within the Norilsk Nickel group in the amount required to pay for the purchase of securities that may be tendered in the Offer and ability of the companies within the Norilsk Nickel group to raise up to US$3.5 billion in external financing on satisfactory terms and conditions;

 


trading generally shall not have been suspended or materially limited on, or by, as the case may be, any of the London Stock Exchange, the New York Stock Exchange, the Russian Trading System or the Moscow Interbank Currency Exchange and the Freiverkehr Berlin-Bremen Stock Exchange;

 


there shall not have occurred or be likely to occur in NN Investments’ reasonable judgment a material disruption in securities settlement or payment services in the United Kingdom, the United States or the Russian Federation;

 


there shall not have been declared any moratorium on commercial banking activities by the authorities of the United Kingdom, the United States or New York State or the Russian Federation; and

 


no development shall have occurred which would, in the reasonable judgment of NN Investments, materially adversely affect the business, operations, properties, condition (financial or otherwise), assets, liabilities or prospects of NN Investments or Norilsk Nickel, or their respective subsidiaries or affiliates, including, but not limited to, the commencement of war, armed hostilities, terrorist action or any other international or national calamity.

 


See Section 3, “Certain Conditions of this Offer” and Section 8, “Amendments; Extension of Tender Period; Termination.”

 

 

Is my sale in this Offer a taxable transaction?

Securityholders should be aware that the sale of securities and receipt of the Purchase Price pursuant to this Offer may have certain tax consequences, and are urged to consult at their own expense their tax advisors with respect to those consequences in considering this Offer.

 

Will I have to pay any fees?

You will not be obligated to pay a brokerage commission in connection with your tender of ADSs, but you may be charged a fee by a brokerage firm or similar nominee for processing the tender(s) on your behalf. See Section 4A, ‘‘Procedures for Tendering Securities—Proper Tender and Delivery.’’

 

What actions need I take if I decide not to tender any of my securities pursuant to this Offer?

None.

 

Does the management of NN Investments or Norilsk Nickel recommend securityholders participate in this Offer, and will directors and members of senior management of NN Investments or Norilsk Nickel participate in this Offer?

None of Norilsk Nickel, NN Investments, their respective board of directors, the Dealer Manager, the ADS Tender Agent, the ADS Information Agent, the ADS Depositary, or the professional advisors of each, is making any recommendation to the securityholders of Norilsk Nickel as to whether or not to tender securities in this Offer. Neither NN Investments nor Norilsk Nickel has received any indications as to whether their directors or officers are contemplating tendering any securities in the Offer. However, there can be no assurances that no such tenders will take place.

 

How do I obtain more information?

Questions and requests for assistance in connection with this Offer may be directed to the Dealer Manager or ADS Information Agent, and, with respect to the tender and transfer of Common Shares, to Computershare, in each case at their respective addresses and telephone numbers set forth on the back page of this Offer Memorandum. Additional copies of this Offer Memorandum, the Letters of Transmittal and accompanying documents and other related materials will be made available at the offices of the Dealer Manager, Computershare and ADS Tender Agent at their respective addresses set forth on the back page of this Offer Memorandum, and at a dedicated web-site at http://nnbuyback.com.