Norilsk Nickel Investments Ltd.
Announces Pro-Ration Factor with Respect to Offer to Purchase for Cash
Common Shares and ADSs of OJSC MMC Norilsk Nickel
Norilsk Nickel Investments Ltd. (“NN Investments”) is pleased to announce that it has completed its
previously-announced offer to purchase 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 at US$306.00 (its equivalent in Russian
rubles) per Common Share or US$30.60 per ADS. The offer to purchase, which commenced on September 28,
2011, expired on October 28, 2011, at 8:00 a.m., New York City time (4:00 p.m., Moscow time) (the
“Expiration Time”).
NN Investments has been advised by Citigroup Global Markets Limited, as the dealer manager for the
offer to purchase, that as of the Expiration Time, a total of 119,780,706 Common Shares, including Common
Shares represented by ADSs, had been validly tendered pursuant to the offer to purchase. As contemplated in
the offer to purchase, the pro-ration factor (“K”) calculated according to the Offer Memorandum dated
September 27, 2011 (the “Offer Memorandum”), is 0.1094789399. NN Investments will therefore purchase
from each securityholder of OJSC MMC Norilsk Nickel who has properly tendered its Common Shares or
ADSs prior to the Expiration Time the number of ADSs or Common Shares calculated pursuant to the formula
set forth in the Offer Memorandum by multiplying the number of securities properly tendered by such
securityholder by the pro-ration factor (K) indicated above with downward adjustment to the next closest whole
number to avoid the purchase of fractional securities. NN Investments will purchase without pro-ration all
properly tendered odd lots of Common Shares and ADSs (i.e. tenders of 100 or less Common Shares or 1,000 or
less ADSs) in accordance with the terms and conditions set forth in the Offer Memorandum.
Securityholders who have tendered their Common Shares or their duly authorized representatives
(including nominee holders) or Russian licensed securities trustees must, as set forth in the Common Shares
Letter of Transmittal (and notwithstanding any differing provisions of the Offer Memorandum), not later than
ten (10) Russian business days from the fourth Russian business day following the Expiration Time, i.e. during
the period commencing on November 7, 2011 and ending on November 18, 2011, inclusive, appear (or procure
that their duly authorized representatives appear) at the office of Closed Joint-Stock Company “Computershare
Registrar” (“Computershare”) to which such securityholder, its duly authorized representative (including
nominee holder) or Russian licensed securities trustee originally submitted the Common Shares Letter of
Transmittal to sign documents required to transfer to NN Investments all Common Shares indicated in the
Common Shares Letter of Transmittal submitted by such securityholder (including the relevant share purchase
agreement) and to submit to Computershare all other documents described in the Offer Memorandum, the
Common Shares Letter of Transmittal, including instruction thereto. Please note that pursuant to the terms of
the offer to purchase, no Common Shares will be purchased by NN Investments after the above-indicated date.
Payment for Common Shares shall be made in Russian rubles pursuant to the terms of the Offer Memorandum
and the relevant share purchase agreement.
Assuming that all Common Shares and ADSs properly tendered prior to the Expiration Time will be
properly transferred to NN Investments, NN Investments will beneficially own a total of up to 14,705,882
Common Shares (including Common Shares represented by ADSs), representing approximately 7.71% of the
issued and outstanding Common Shares of OJSC MMC Norilsk Nickel.
The Offer Memorandum, the Letters of Transmittal, other ancillary documents and
announcements which are available at a dedicated website at nnbuyback.com, contain
important information with respect to the offer to purchase and the settlement thereof that
securityholders of OJSC MMC Norilsk Nickel are urged to read carefully.
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This announcement is not and will not be made to securityholders in any jurisdiction where it would be
illegal to do so. This announcement is addressed exclusively to the holders of Common Shares and ADSs of
OJSC MMC Norilsk Nickel to which it may be addressed pursuant to applicable laws and regulations and does
not constitute an offer ("oferta") or a solicitation of an offer ("predlozhenie delat oferti") under 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.
November 2, 2011. |
