Norilsk Nickel Investments Ltd. ("NN Investments"), a wholly owned subsidiary of OJSC MMC Norilsk Nickel (“Norilsk Nickel”), is offering to purchase in cash from certain holders of the issued and outstanding Common Shares of Norilsk Nickel and ADSs representing those Common Shares (the Common Shares and ADSs) up to 14 705 882 Common Shares (in any combination of Common Shares and ADSs) at a purchase price of US$306.00 per Common Share (or its equivalent in Russian Rubles) or US$30.60 per ADS (the “Purchase Price”), upon the terms and subject to the conditions set forth in this Offer Memorandum and, with respect to tendering Common Shares and certain ADSs, in the related Common Shares Letter of Transmittal and ADSs Letter of Transmittal.
Documents related to tender and transfer of ADSs
Pro-formas of Sale & Purchase Agreements (8 forms)
Proforma share purchase agreement for foreign legal entities, Common Shares of which are registered with a depo account at a depository
Proforma share purchase agreement for russian legal entities, Common Shares of which are registered with a depo account at a depository
Proforma share purchase agreement for foreign individuals, whose Common Shares are registered with a personal account in the register
Proforma share purchase agreement for russian individuals, whose Common Shares are registered with a personal account in the register
Proforma share purchase agreement for foreign legal entities, Common Shares of which are registered with a personal account in the register
Proforma share purchase agreement for russian legal entities, Common Shares of which are registered with a personal account in the register
Proforma share purchase agreement for foreign individuals, whose Common Shares are registered with a depo account at a depository
Proforma share purchase agreement for russian individuals, whose Common Shares are registered with a depo account at a depository
This website contains information and documentation related to the offer by NN Investments to purchase for cash up to 14,705,882 of the issued and outstanding shares of common stock, nominal value 1.00 ruble per share ("Common Shares"), including American Depositary Shares ("ADSs") representing Common Shares, of OJSC MMC Norilsk Nickel (“Norilsk Nickel”) at a purchase price of US$306.00 per Common Share or US$30.60 per ADS (the "Offer"). The terms and conditions of the offer are contained solely in the Offer Memorandum, dated September 27, 2011, and the related Letters of Transmittal and accompanying documents, as they may be amended or supplemented from time to time.
NN Investments has retained Citigroup Global Markets Limited to act as the dealer manager for the Offer and entered into an agreement with ZAO Citibank to act as NN Investments’ depositary and authorized representative with respect to acquisition of Common Shares in the Russian Federation. In addition, NN Investments has retained The Bank of New York Mellon, acting through BNY Mellon Shareowner Services, to act as ADS tender agent with respect to ADSs tendered in connection with the Offer (the “ADS Tender Agent”) and BNY Mellon Shareowner Services to act as information agent with respect to ADS holders (the “ADS Information Agent”). Securityholders tendering Common Shares pursuant to the Offer will be required to tender through Closed Joint-Stock Company Computershare Registrar. Securityholders tendering ADSs will be required to tender through the ADS Tender Agent. Copies of the Offer Memorandum, the related Letters of Transmittal and accompanying documents may be obtained from the Dealer Manager and ADS Information Agent at the addresses set forth in the Offer Memorandum, and will be furnished promptly at NN Investments’ expense.
NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (“SEC”) NOR ANY U.S. STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED OF THE OFFER, PASSED UPON THE FAIRNESS OR MERITS OF THE OFFER OR DETERMINED WHETHER THE OFFER MEMORANDUM IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
THE MATERIALS CONTAINED ON THIS WEBSITE AND IN THE OFFER MEMORANDUM ARE ADDRESSED EXCLUSIVELY TO THE HOLDERS OF COMMON SHARES OR ADSs OF NORILSK NICKEL. NEITHER THE OFFER MEMORANDUM NOR THE OFFER DESCRIBED THEREIN NOR ANY INFORMATION CONTAINED HEREIN CONSTITUTE AN OFFER (“OFERTA”) PURSUANT TO RUSSIAN LAW, OR AN ADVERTISEMENT, OR AN OFFER OF SECURITIES TO AN UNLIMITED NUMBER OF PERSONS WITHIN OR OUTSIDE THE TERRITORY OF THE RUSSIAN FEDERATION. NEITHER THE OFFER MEMORANDUM NOR THE OFFER DESCRIBED THEREIN NOR ANY INFORMATION CONTAINED HEREIN CONSTITUTE OR ARE INTENDED FOR PLACEMENT OR CIRCULATION OF SECURITIES OF FOREIGN ISSUERS IN THE RUSSIAN FEDERATION. ADSs OF NORILSK NICKEL, TO WHICH THE OFFER RELATES, ARE NEITHER REGISTERED IN THE RUSSIAN FEDERATION NOR ADMITTED TO PLACEMENT, PUBLIC PLACEMENT OR PUBLIC CIRCULATION IN THE RUSSIAN FEDERATION IN ACCORDANCE WITH ARTICLE 51.1 OF RUSSIAN FEDERAL LAW DATED 22 APRIL, 1996 NO. 39 FZ “ON THE SECURITIES MARKET” (AS AMENDED). TENDER AND PURCHASE OF ADSs OF NORILSK NICKEL WILL BE CARRIED OUT EXCLUSIVELY IN ACCORDANCE WITH THE PROCEDURES SET FORTH IN THE OFFER MEMORANDUM.
The Offer does not constitute an offer to buy or the solicitation of an offer to sell securities in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of NN Investments by the Dealer Manager or one or more registered brokers or dealers licensed under the laws of such jurisdiction. Neither the delivery of the Offer Memorandum nor any purchase of securities shall, under any circumstances, create any implication that the information contained herein is current as of any time subsequent to the date of such information.
The materials on this website have been issued by and are the sole responsibility of NN Investments. The materials on this website, and any investment activity to which they relates, are available only to persons in the United Kingdom to whom they may lawfully be communicated in accordance with the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, any person satisfying this criterion being referred to as a “relevant person”. The materials on this website may not be acted or relied on in the United Kingdom by anyone who is not a relevant person.
In Belgium the materials on this website are not directly or indirectly, being made to, or for the account of, any person other than to Qualified Investors within the meaning of Article 10 of the Belgian Law of 16 June 2006 on the public offering of investment instruments and the admission of investment instruments to trading on a regulated market, as amended or replaced from time to time (the Law of 2006). As a result, the materials on this website do not constitute a public offer pursuant to Articles 3 and 6, § 1 of the Belgian law of 1 April 2007 on public takeover bids, as amended or replaced from time to time.
Consequently, information on this website, in the Offer Memorandum or in any other documents or materials relating to the Offer has not been and will not be notified to, and the Offer Memorandum and any other offering material relating to the Offer has not been, and will not be, submitted to nor approved by the Belgian Financial Services and Markets Authority (Autoriteit voor Financiële Diensten en Markten/Autorité des Services et Marchés Financiers) pursuant to the Belgian laws and regulations applicable to the public offering of securities. Accordingly, the materials on this website as well as any other materials relating to the Offer may not be advertised, and the materials on this website or any other information circular, brochure or similar document may not be distributed, directly or indirectly, to any person in Belgium other than Qualified Investors within the meaning of Article 10 of the Law of 2006, acting on their own account, and may not be used in connection with any offering in Belgium except as may otherwise be permitted by law.
The materials on this website are addressed to and the Offer will be made only to residents of France (i) who are qualified investors (“investisseurs qualifiés” ) and/or who belong to a restricted circle of investors (“cercle restreint d’investisseurs”), in each case investing for their own account, all as defined in, and in accordance with, articles L.411-2, D.411-1, D.411-2 and D.411-4 of the French Code monétaire et financier (the “CMF”) or (ii) who are investment services providers authorized to engage in portfolio management on behalf of third parties or in a transaction that, in accordance with article L.411-2-II of the CMF and article 211-2 of the Règlement Général of the French Autorité des marchés financiers (the “AMF”), does not constitute a public offer. The Offer has not been prepared in the context of a public securities offering in France within the meaning of Article L. 411-1 of the CMF and Chapter I of Title I of Book II of the Règlement Général of the AMF and therefore have not been submitted to the clearance procedures of the AMF. Accordingly, the materials on this website may not be distributed to the public in France.
Neither the materials on this website nor the Offer Memorandum have been prepared in accordance with Directive 2003/71/EC (the “Prospectus Directive”) or any measures made under the Prospectus Directive or the laws of the Republic of Ireland or of any EU member state or EEA treaty adherent state that implements the Prospectus Directive or such measures, and has not been reviewed prior to being issued by any regulatory authority in Ireland or in any other EU member state or EEA treaty adherent state and therefore may not contain all the information required where a document is prepared pursuant to the Prospectus Directive or such laws.
NN Investments is not an intermediary authorised according to Italian laws and regulations nor are its issued securities listed on Italian regulated markets. The cash tender offer described in this website is not (nor will be) registered with Italian competent authorities. Equally, the securities object of this cash tender offer are not (nor will be) registered with Italian competent authorities. The materials on this website have been handed over upon the express request of the investor, who has directly contacted NN Investments or its agents outside Italy at the investor's own initiative. No active marketing and solicitation of this cash tender offer has been carried out in Italy. The materials on this website and other materials relating to the cash tender offer are strictly confidential and may not be distributed to any person or entity other than the intended recipient hereof. The investor acknowledges that the content of this legend is correct and accurately reflects the facts behind this cash tender offer and agrees to abide to the above confidentiality and non-disclosure provisions.
The materials on this website relate to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority. The materials on this website are intended for distribution only to Persons of a type specified in those rules. They must not be delivered to, or relied on by, any other Person. The Dubai Financial Services Authority has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The Dubai Financial Services Authority has not approved the materials on this website nor taken steps to verify the information set out in it, and has no responsibility for it. Prospective sellers of the Securities to which this Offer relates should conduct their own due diligence on the Offer. If you do not understand the contents of the documents on this website you should consult an authorized financial adviser. The materials on this website are not to be relied upon by, or distributed to, any person who is a Retail Client for the purposes of Rule 2.3.5 of the Conduct of Business Module of the DFSA Rulebook. The materials on this website contain all other information required to make this DIFC Exempt Offer statement.