Press releases | Archive 2007
RBC Board approved IT divestment
Moscow, February 28, 2007 - At a meeting held on February 27, 2007, the Board of Directors of OAO RBC Information Systems (RTS, MICEX: RBCI) resolved to spin off the company's IT business through a sale of common stock in OAO Armada (the new name of the IT company) to RBC shareholders.
The Board also decided to convene an extraordinary general meeting (EGM) on April 24, 2007 to put forward the above transaction for approval by shareholders. March 7, 2007 is set as the date of record for the upcoming EGM. March 7, 2007 will also be the record date for the entitlement to purchase Armada shares. The share capital of Armada consists of 10,000,000 common shares with a nominal value of RUR 1.00 (one ruble) per share. Out of 10,000,000 shares, shareholders will be offered to purchase 9,500,000 shares (95% of the share capital of Armada), and the remaining 500,000 shares (5% of the share capital) will be allocated to a share option program for the Armada Board of Directors and management.
The shares will be offered to RBC shareholders at a price of RUR 6.69 (approximately $0.26)1 per share based on the notional value of the share capital and retained earnings of Armada, which amounted to RUR 66,876,000 (approximately $2.56m)* as of January 1, 2007 in accordance with the Russian accounting standards.
The number of Armada shares, which can be purchased by each RBC shareholder, will be determined as a proportional percentage of shares held in RBC Information Systems. Detailed information describing the terms and conditions of the share sale will be published on RBC's web site for investors (www.rbcinfosystems.com). Share purchase orders can be submitted from 9 a.m. (Moscow time) on March 12, 2007 to 6 p.m. (Moscow time) on April 23, 2007. All orders will be executed within thirty calendar days after the last submission date.
It is anticipated that existing shares of Armada will be listed on the MICEX and RTS as soon as possible and a depositary receipt program will be established. The company expects an over-the-counter market to start trading Armada shares on April 24, 2007 until the final listing. It is expected that RBC will nominate a reputable broker to conduct these transactions. It is also anticipated that research reports on Armada will be made available at the time of the share offering.
* Based on the exchange rate set by the Russian Central Bank as of February 28, 2007. The USD equivalent is provided for information purposes only, as payment for shares issued by Russian legal entities is made in rubles in accordance with Russian legislation.