SPB Exchange officially announces plans for IPO at home by year's end, listing in U.S. in H1 2022
MOSCOW. Oct 19 (Interfax) - PJSC SPB Exchange (formerly known as St. Petersburg Exchange) has officially announced plans for an initial public offering on its own platform before the end of this year, as well as intentions to file with the U.S. Securities and Exchange Commission in the first half of 2022 for a listing in the United States.
"The Company is currently considering an initial public offering (IPO) of its ordinary shares on SPB Exchange to be completed before the end of 2021. The Company believes that an IPO on the platform of SPB Exchange will maximize opportunities for participation of retail investors in Russia and will represent an important milestone in its strategic path to becoming a public company," the exchange said after a meeting of its board at which directors voted to convene an extraordinary general meeting of shareholders on November 18 to approve directors' and officers' insurance and indemnity agreements that are customary for public companies, the company said.
The company intends to use the proceeds from the IPO for general corporate purposes, including to increase the capital of its key operating subsidiaries, PJSC Best Efforts Bank (SPB Bank) and MFB Clearing Center JSC (SPB Clearing) .
The new share issue was registered by the Central Bank of Russia (CBR) on September 23, 2021. Following the IPO, the shares will be traded in the Level 1 section of the List of Securities Admitted to Trading on SPB Exchange under the symbol SPB, the company said.
Also on September 23, 2021, the CBR issued a permit that allows the company to establish a depositary shares program outside Russia. Before the end of the first half of 2022, the company intends to file a Form F-1 registration statement with the U.S. SEC to register new and existing shares in the form of American Depositary Shares (ADS) in the United States as part of a subsequent offering of its shares and ADSs to the public in the U.S. and elsewhere. The company also intends to apply to list the ADSs on the Nasdaq Global Select Market.
Interfax sources said earlier that SPB Exchange plans to carry out an IPO on its own platform in the next few months and get a listing on Nasdaq in April 2022. The IPO on the SPB Exchange could take place in November, they said.
The sources said the exchange plans to raise $150 million with the IPO in Russia by placing about 10% of its shares. The exchange is therefore valued at $1.5 billion. The listing in the U.S. is expected to raise another $300 million.
It was previously expected that the exchange would place its shares on two exchanges simultaneously. The company expected a valuation of $1.8 billion-$2.5 billion.
Under the new share issue approved by the CBR, the exchange can double its charter capital with the placement of about 114.086 million shares with par value of 3.75 rubles each. The exchange's charter capital now is 427.82 million rubles. The CBR decision states that about 57.044 million shares but no more than 25% of the total number of placed shares in circulation can be placed and traded outside of Russia.