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Moscow Exchange Announces Intention to Float on its Own Platform

MOSCOW, January 21, 2013 /PRNewswire/ --

OJSC Moscow Exchange MICEX-RTS

Announcement of Intention to Float

NOT FOR RELEASE OR DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN

These materials are not for distribution, directly or indirectly, in or into the United States of America, including its territories and possessions, any State of the United States and the District of Columbia (the "United States"). These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act").

The securities mentioned herein may not be offered or sold in the United States (as such term is defined in Regulation S under the Securities Act) except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of securities in the United States.

Information contained herein is not an offer, or an invitation to make offers, sell, purchase, exchange or transfer any securities in Russia or to or for the benefit of any Russian person or any person in Russia, and does not constitute an advertisement of any securities in Russia.

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 2012[1]. 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).

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1. Source: World Federation of Exchanges (WFE).

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."

NOTES TO EDITORS

About the Moscow Exchange

OJSC Moscow Exchange MICEX-RTS operates Russia's largest public trading markets for equity, bonds, derivatives, foreign exchange and money market products as well as Russia's Central Securities Depository (CSD) and the country's largest clearing and settlement systems. It also provides information services relating to the Russian securities market as well as software solutions and other technology services to its members. In the nine months ended 30 September 2012, it ranked among the world's top-20 exchanges for equity trading by market capitalisation and the top-ten exchanges for bond trading by trading volume (by value) and for exchange-traded derivatives by number of contracts traded. Moscow Exchange has 694 companies listed on its securities exchange, as at 31 December 2012, including many of Russia's largest companies.

The Moscow Exchange was formed in December 2011 as a result of a merger between Russia's two main exchange groups.  The merger brought together MICEX Group, the oldest domestic exchange and operator of the leading securities, foreign exchange and money market platform in Russia, and the RTS Group, at the time the operator of Russia's leading derivatives market. This combination created a vertically integrated public trading market across all major asset classes. Following the merger the Company became an open joint stock company (OJSC) and was named Moscow Exchange.

Disclaimers

Some of the information in these materials may contain projections or other forward-looking statements regarding future events or the future financial performance of the Company. You can identify forward looking statements by terms such as "expect", "believe", "anticipate", "estimate", "intend", "wiII", "could," "may" or "might" the negative of such terms or other similar expressions. The Company wishes to caution you that these statements are only predictions and that actual events or results may differ materially. The Company does not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in projections or forward-looking statements of the Company, including, among others, general economic conditions, the competitive environment, risks associated with operating in the Russian Federation, rapid technological and market change in the industries the Company operates in, as well as many other risks specifically related to the Company and its operations.

Neither these materials nor any copy of it may be taken or transmitted into the United States, Australia, Canada or Japan. These materials do not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefore. The offer and the distribution of these materials and other information in connection with the listing and offer in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

These materials are not for distribution in or into the United States (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act")), and do not constitute or form a part of any offer or solicitation to purchase or subscribe for  any securities in the United States. The securities mentioned herein have not been, and will not be, registered under the Securities Act. The securities mentioned herein may not be offered or sold in the United States except pursuant to an exemption, or a transaction not subject, to the registration requirements of the Securities Act of 1933. The Company has not registered and does not intend to register any portion of any offering in the United States or to conduct a public offering of any securities in the United States.

This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within ArticIe 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "relevant persons"). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

This communication is distributed in any member state of the European Economic Area which applies Directive 2000/71/EC (this Directive together with any implementing measures in any member state, the "Prospectus Directive") only to those persons who are investment professionals for the purposes of the Prospectus Directive in such member state, and such other persons as this document may be addressed on legal grounds, and no person that is not a relevant person may act or rely on this document or any of its contents.

ENQUIRIES

Moscow Exchange
Nikita Bekasov
+7-495-363-3232

Moscow
Frontier
Quinn Martin
+7-495-797-3790

London
Brunswick Group
Andrew Garfield/ Justine McIlroy/ Natalia Dyett
+44(0)20-7404-5959

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