Important notices
This material is a marketing communication as defined by MiFID Directive 2004/39/EC (the “Communication”) and has been prepared by Otkritie Securities Limited (“OSL”) or one of its representative offices or appointed representatives or affiliates. OSL is authorised and regulated by the Financial Services Authority (“FSA”) in relation to designated investment business as listed under licensed permissions on the FSA’s website. OSL is an indirect subsidiary of OTKRITIE Financial Corporation JSC, which together with other subsidiaries specialises in a full range of investment banking and prime services products, use the brand name Otkritie Capital. These subsidiaries are not credit institutions licensed to accept deposits or other repayable funds from the public or to engage in any other business classified as banking under Russian law.
Scope of the Communication
The Communication has been prepared solely for information purposes, and does not constitute a binding commitment or agreement to provide services or financing on the terms herein or similar terms, or any other commitment to provide services or financing of any kind. Nothing in the Communication constitutes a representation that any investment strategy or recommendation contained herein is suitable or appropriate to a recipient’s individual circumstances or otherwise constitutes a personal recommendation. The Communication does not constitute an advertisement and is not to be construed as a solicitation or an offer to buy or sell any securities or related financial instruments in any jurisdiction. The Communication presented herein does not form a fiduciary relationship or constitute advice or comprise a prospectus of securities for the purposes of EU Directive 2003/71/EC or Federal Law No. 39-FZ of 22 April 1994 (as amended) of the Russian Federation "On the Securities Market". Any decision to purchase securities in any proposed offering should be made solely on the basis of the information to be contained in the final prospectus published in relation to such offering. Unless an electronic communication prepared by a research analyst, the Communication is not independent investment research under Article 24(1) of the MiFID Implementing Directive and has not been prepared in accordance with legal requirements designed to promote the independence of investment research and is not subject to any prohibition on dealing ahead of the dissemination of investment research. Where the Communication is prepared by a research analyst and disseminated to 15 or more persons, the Communication may only be distributed in the US to major US institutional investors under Rule 15a-6 promulgated under the US Securities Exchange Act of 1934, any other distribution is unauthorised unless distributed by a registered representative of Otkritie Inc. Electronic communications prepared by research analysts provide information supporting published research reports available at http://research.otkritie.com/ and are prepared by non-US research analysts in accordance with requirements designed to promote the independence of research and the Otkritie Capital’s prohibition on dealing ahead of the dissemination of investment research. Important disclosures and notices relating to investment research are accessible at: http://www.otkritie.com/en/about/terms_of_business/ and http://research.otkritie.com/en/disclaimer/.
Non-reliance disclosure
No representation or warranty, express or implied, is provided in relation to the accuracy, completeness or reliability of the Communication, except with respect to information concerning OTKRITIE Financial Corporation JSC, its subsidiaries and affiliates, nor is it intended to be a complete statement or summary of the issuers, securities, markets or developments referred to herein. Otkritie Capital is under no obligation to update or keep current the information contained herein. Any opinions expressed in the Communication are subject to change without notice and may differ or be contrary to opinions expressed by other business areas or groups of Otkritie Capital as a result of using different assumptions and criteria. The analysis contained herein is based on numerous assumptions. Different assumptions could result in materially different results. There is no representation that any transaction can or could have been effected at stated prices and any prices do not necessarily reflect Otkritie Capital’s internal books and records or theoretical model-based valuations and may be based on certain assumptions. Different assumptions, by Otkritie Capital or any other source, may yield substantially different results. The personnel responsible for the preparation of the Communication may interact with trading desk personnel, sales personnel and other constituencies for the purpose of gathering, synthesising and interpreting market information. Otkritie Capital relies on information barriers to control the flow of information contained in one or more areas within Otkritie Capital, into other areas, units, groups or affiliates of OTKRITIE Financial Corporation JSC.
Risk warnings
Investments involve risks and investors should exercise prudence in making their investment decisions. Otkritie Capital does not undertake that investors will obtain profits, nor will it share with investors any investment profits nor accept any liability for any investment losses. The securities described herein may not be eligible for sale in all jurisdictions or to certain categories of investors. Options, derivative products and futures are not suitable for all investors, and trading in these instruments is considered risky. Certain transactions, including those involving futures, options, equity swaps, and other derivatives as well as non-investment grade securities, give rise to substantial risk and are not available to nor suitable for all investors. Investments in illiquid securities involve a high degree of risk and are suitable only for sophisticated investors who can tolerate such risk and do not require an investment easily and quickly converted into cash. Investors in securities such as GDRs, the values of which are influenced by foreign currencies, effectively assume currency risk. Foreign currency rates of exchange may adversely affect the value, price or income of any security or related instrument mentioned in the Communication. The application of taxation laws depends on an investor’s individual circumstances and, accordingly, each investor should seek independent professional advice on taxation implications before making any investment decision. Past performance is not necessarily indicative of future results. The value of any investment or income may go down as well as up and you may not get back the full amount invested.
Disclaimer of risks associated with emerging markets
Investing in emerging markets such as Russia, other CIS countries and emerging markets securities involves a high degree of risk and investors should perform their own due diligence before investing. Special risks may be associated with transactions and investments in securities and other financial products of, or related or linked to, issuers and obligors established under the laws of, or principally engaged in business in emerging markets countries (“Emerging Market Instruments”). Many Emerging Markets Instruments are either unrated or are rated below investment grade. Even where rated, investments in Emerging Markets Instruments are significantly riskier than investment in other comparably rated assets. Emerging Markets Instruments are generally subject to more economic, political, monetary, cultural and other risks, including the risk of nationalisation, exchange or capital controls, wars, acts of God and other force majeure and other events or crises that could yield a total or near-total loss on investments.
Transactions and investments in Emerging Markets Instruments should be made only by investors with sufficient ability to appreciate the special risks, and the resources bear any losses that may be incurred in such markets. Before making any investment in an Emerging Markets Instrument, investors should independently satisfy themselves that they understand and appreciate the significance of the relevant risks, and that such an investment is appropriate and suitable for the investor in light of their objectives, experience, financial and operational resources, and other relevant circumstances. The investor should also ensure that they fully understand the nature of the transaction and contractual relationship into which they are entering and the nature and extent of their exposure to risk of loss.
Limitation of liabilities
Neither Otkritie Capital nor any of its affiliates, nor their directors, employees or agents accepts any liability for any loss or damage arising out of the use of all or any part of the Communication. Otkritie Capital (excluding Otkritie Inc.) may act or have acted as a market maker or liquidity provider in the financial instruments of the issuer or issuers described in the Communication. Otkritie Capital and its affiliates and employees may have long or short positions, trade as principal or as agents and buy and/or sell, or offer to buy and/or sell, instruments or derivatives identified herein.
Pricing and valuation information not for further dissemination
To the extent the Communication contains pricing information prepared by Otkritie Capital, such pricing information is proprietary and/or confidential and is provided solely for the internal use of the intended recipient(s). You are hereby notified that any unauthorised use, dissemination, distribution or copying of pricing information, in whole or in part, is strictly prohibited. Further, unless prohibited by local law, any use, review or acceptance of pricing information is subject to and manifests your agreement to use such information only in accordance with the Terms of Business of the relevant Otkritie Capital entity. Otkritie Capital has caused its proprietary information to be delivered to you in reliance upon such agreement. Where the Communication contains a summary of the terms, including pricing information, at which an Otkritie Capital entity may be prepared to execute a transaction with the recipient of the Communication, the pricing information is valid only for a limited time and constitutes an invitation to transact rather than an offer by Otkritie Capital. A transaction shall only be treated as having been executed at the time when representatives of the relevant Otkritie Capital entity actively accepts a trade. A confirmation will be generated by Otkritie Capital that supercedes any prior agreement between the parties.
Values herein are not customer valuations and should not be used in lieu of a customer valuation statement or account statement. These values may not reflect the value of the positions carried on the books and records of Otkritie Capital and should not be relied upon for the maintenance of the recipient’s books and records or for any tax, accounting, legal or other purposes. The information provided herein does not supersede any customer statements, confirmations or other similar notifications.
Electronic communications
Electronic communications include, but are not limited to, facsimile; electronic mail; business-to-business devices; SMS; instant messaging; and other similar electronic communication methods, including attachments, sent and/or received by employees of Otkritie Capital using Otkritie Capital systems. Where the Communication is an electronic communication (the “E-Communication”), in addition to the other terms outlined on this page, the E-Communication is for the sole use of the intended recipient(s), and may contain confidential and privileged information. Any unauthorised review, use, disclosure, or distribution is prohibited. If you are not the intended recipient, please immediately notify the sender and/or info@otkritie.com that you have received the E-Communication in error, and destroy all copies of the original message and any attachments thereto. The E-Communication may provide links to third party sites that provide products, services, information and/or financial advice. If you access any third party web site, you do so at your own risk. Otkritie Capital is not responsible for any products, services, information, content or advice appearing on or available through any third party site. Hyperlinks, references, and mention of any company, product, service, organisation, or concept, do not constitute an endorsement, sponsorship, or affiliation with Otkritie Capital. The E-Communication may contain computer viruses and errors that can be intercepted, deleted or interfered with without the knowledge or the sender or the intended recipient. Otkritie Capital makes no warranties in relation to these matters. If you are not comfortable with the risks associated with electronic communications, you may decide not to use electronic communications to communicate with Otkritie Capital and its employees. Otkritie Capital reserves the right to intercept, monitor, and retain electronic communications as permitted by applicable law and to forward such electronic communications to someone other than the recipient. By replying to the E-Communication you are giving your consent to such review.
Restrictions on reproduction and re-distribution
The Communication is not intended for distribution to the public and may be confidential. Otkritie Capital specifically prohibits the redistribution of the Communication in whole or in part without the written permission of Otkritie Capital and accepts no liability whatsoever for the actions of third parties in this respect. Images may depict objects or elements that are protected by third party copyright, trademarks and other intellectual property rights.
© Otkritie Securities Limited 2012. All rights reserved.
Disseminating legal entities
The Communication is not directed at you if Otkritie Capital is prohibited or restricted by any legislation or regulation in any jurisdiction from making the Communication available to you.
EEA States including United Kingdom
Otkritie Finance (Cyprus) Ltd (“OFC”), regulated by the Cyprus Securities and Exchange Commission (“CySEC”), is an affiliate of Otkritie Securities Limited. Licensed by CySEC as an investment company under license No.KEPEY 069/06. Registered address: 42 Amathountos Avenue, Millios Building, Office 2, Agios Tychonas, CY-4532 Limassol, Cyprus. Registered as a limited company in Cyprus No.HE165058. Tax No.12165058Q. The Cyprus Securities and Exchange Commission Investor Compensation Fund is available where OFC is unable to meet its liabilities to its retail clients.
Otkritie Securities Limited (“OSL”), authorised and regulated by the Financial Services Authority (“FSA”), and a member of the London Stock Exchange. Registered address: 12th Floor, 88 Wood Street, London, EC2V 7RS, UK. Registered as a limited company in England and Wales No.04621383. VAT No.919508600. Except as otherwise specified therein, the Communication is communicated to persons who are eligible counterparties or professional clients and is only available to such persons. The Communication is not intended to be distributed or passed on, directly or indirectly, to any other class of persons. The information contained therein does not apply to, and should not be relied upon by, retail clients as that term is defined under MiFID Directive 2004/39/EC. Through the provision of cross-border services, MiFID gives OSL the right to passport its investment services to other EEA Member States.
Otkritie Securities Limited Frankfurt am Main Branch, OSL provides limited services from its office in Germany. Investors should regard this as a representative office. From a regulatory perspective, OSL is authorised to carry out investment services in Germany on the basis of authorisation from the FSA to provide services via a branch pursuant to Article 32 of MiFID (2004/39/EC) and is subject to limited regulation by the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin) under Section 53b of the German Banking Act (Gesetz über das Kreditwesen – KWG). Under Section 17 of the Law on Integrated Financial Services Supervision (Gesetz über die Integrierte Finanzdienstideistungsaufsicht – FinDAG), the FSA and BaFIN co-operate closely on matters relating to the supervision of OSL. Both regulators have the power to take action against OSL for breaches of conduct in Germany. Registered address: OpernTurm, Bockenheimer Landstrasse 2-4, Frankfurt am Main, 60306. Registered as a branch on the Handelsregister No.HRB85467. Tax No.04722037422.
Russia
The Branch of the Limited Company OTKRITIE Securities Limited in Moscow, OSL provides limited services from its office in Moscow. Investors should regard this as a representative office. From a tax perspective, OSL is recognised by the Russian government as a branch. Registered address: 12, bld. 1, Yakovoapostol’sky pereulok, Moscow, 105064, Russia. OSL uses its affiliates OTKRITIE Bank JSC and OTKRITIE Brokerage House JSC as its appointed representatives to carry on investment services on behalf of OSL in Russia:
- OTKRITIE Bank JSC, regulated by the Central Bank of the Russian Federation and the Federal Service for Financial Markets (“FFMS”). Registered address: 11, bldg. 13, Timura Frunze St., Moscow, 119021, Russia.
- OTKRITIE Brokerage House JSC, regulated by the Federal Service for Financial Markets (“FFMS”). Registered address: 12, bld. 1, Yakovoapostol’sky pereulok, Moscow, 105064, Russia.
United States
Otkritie Inc., a US broker-dealer regulated by the US Securities and Exchange Commission and a member of FINRA, is an affiliate of Otkritie Securities Limited. Registered address: 1350 Avenue of the Americas, New York, NY 10019.
Distribution by Otkritie Securities Ltd (“OSL”) or one of OSL’s representative offices or appointed representatives (a “non-US affiliate”of Otkritie Inc.) is made under Rule 15a-6 promulgated under the US Securities Exchange Act of 1934, to major US institutional investors only. Where the Communication is made by a non-US affiliate from within the US, Otkritie Inc. accepts responsibility for the content of the Communication prepared by the non-US affiliate although Otkritie Inc. did not contribute to the preparation of the Communication and the non-US affiliate employees contributing to the Communication are not employed by, and are not associated persons of, Otkritie Inc. All securities transactions by a US person solicited as a result of the Communication must be effected through Otkritie Inc. and not through a non-US affiliate. Contact: Otkritie Inc., 1350 Avenue of the Americas, New York, NY 10019, telephone: +1 (212) 796 1550.
For additional information contact Otkritie Capital by e-mail: info@otkritie.com or visit the website: www.otkritie.com
