Obligation VTBank 3.89% ( XS0514200988 ) en USD

VTBank

100 % ⇌

Russie

XS0514200988 ( en USD )

3.89% par an ( paiement semestriel )

01/09/2010 - Obligation échue

Prospectus brochure de l'obligation VTB Bank XS0514200988 en USD 3.89%, échue

100 000 USD

25 000 000 USD

VTB Bank est une grande banque publique russe, la deuxième plus grande du pays, offrant une large gamme de services financiers, notamment des services bancaires de détail, de gros et d'investissement.

L'Obligation émise par VTBank ( Russie ) , en USD, avec le code ISIN XS0514200988, paye un coupon de 3.89% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/09/2010

FINAL TERMS
1 June 2010
IMPORTANT NOTICE
THE NOTES DESCRIBED HEREIN ("NOTES") HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT") OR UNDER ANY STATE
SECURITIES LAWS AND THE NOTES MAY NOT BE OFFERED, SOLD, RESOLD, TRADED, PLEDGED, EXERCISED,
REDEEMED, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES OR TO,
OR FOR THE ACCOUNT OR BENEFIT OF, ANY 'US PERSON' AS DEFINED IN RULE 902(K) OF REGULATION S
UNDER THE SECURITIES ACT, WHICH TERM IS DEEMED TO INCLUDE ANY PERSON THAT DOES NOT MEET THE
DEFINITION OF 'NON-UNITED STATES PERSON' IN RULE 4.7 PROMULGATED BY THE UNITED STATES
COMMODITY FUTURES TRADING COMMISSION ("CFTC") UNDER THE UNITED STATES COMMODITY
EXCHANGE ACT, AS AMENDED ("CEA"). FURTHERMORE, TRADING IN THE NOTES HAS NOT BEEN APPROVED
BY THE CFTC UNDER THE CEA AND NO US PERSON MAY AT ANY TIME TRADE OR MAINTAIN A POSITION IN
THE NOTES.
VTB CAPITAL plc
Issue of U.S.$ 25,000,000 Equity Linked Notes linked to
MMC Norilsk Nickel JSC Sponsored ADRs, due 1 September 2010
under the U.S.$ 5,000,000,000
Note Programme
PART A CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions (the
"Conditions") set forth in the Base Prospectus dated 21 August 2009 which constitutes a base prospectus for the
purposes of the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive"). This document
constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus
Directive and must be read in conjunction with the Base Prospectus. Full information on the Issuer and the offer
of Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The
Base Prospectus is available for viewing at, and copies may be obtained from, the specified offices of each of
the Paying Agents. The Base Prospectus and (in the case of Notes listed and admitted to trading on the regulated
market of the Luxembourg Stock Exchange) the applicable Final Terms will also be published on the website of
the Luxembourg Stock Exchange.
1.
Issuer:
VTB Capital plc
2.
(i)
Series Number:
2010-1004
(ii)
Tranche Number:
One
3.
Specified Currency or Currencies:
United States dollar ("USD" or "U.S.$")
4.
Aggregate Nominal Amount:

(i)
Series:
U.S.$ 25,000,000
(ii)
Tranche:
U.S.$ 25,000,000
5.
Issue Price:
100 per cent. of the Aggregate Nominal Amount
6.
(i)
Specified Denominations:
U.S.$ 100,000 per Note
- 1 -

(ii)
Calculation Amount:
U.S.$ 100,000 per Note
7.
Issue Date and Interest
1 June 2010
Commencement Date:
8.
Maturity Date:
1 September 2010
9.
Interest Basis:
Fixed Rate (further particulars specified below)
10.
Redemption/Payment Basis:
Equity Linked Redemption (further particulars specified below)
11.
Change of Interest Basis or
Not Applicable
Redemption/ Payment Basis:

12.
Put/Call Options:
Not Applicable
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
13.
Fixed Rate Notes:
Applicable
(i)
Rate(s) of Interest:
Not Applicable
(ii)
Interest Payment
Maturity Date
Date(s):
(iii)
Fixed Coupon
U.S.$ 3,890 per Calculation Amount (for the avoidance of doubt,
Amount(s):
the amount of interest payable on the Interest Payment Date shall
be the Fixed Coupon Amount, and Condition 5(B) shall be
deemed to be amended accordingly)
(iv)
Broken Amount(s):
Not Applicable
(v)
Day Count Fraction:
Not Applicable
(vi)
Determination
Not Applicable
Date(s):
(vii) Other terms relating
There shall be no amount payable on account of accrued interest
to the method of
in case of any early redemption of the Notes (on a date other than
calculating interest
the Interest Payment Date)
for Fixed Rate Notes:

14.
Floating Rate Notes:
Not Applicable
15.
Zero Coupon Notes:
Not Applicable
16.
Index Linked Interest Notes:
Not Applicable
17.
Equity Linked Interest Notes:
Not Applicable
18.
Currency Linked Interest Notes:
Not Applicable
19.
Commodity Linked Interest Notes:
Not Applicable
20.
Fund Linked Interest Notes:
Not Applicable
PROVISIONS RELATING TO REDEMPTION
21.
Issuer Call:
Not Applicable
22.
Investor Put:
Not Applicable
23.
Final Redemption Amount of each
Not Applicable
Note:

24.
Early Redemption Amount(s) of
Market Value less Associated Costs per Calculation Amount, and
each Note payable on redemption
there shall be no amount payable on account of accrued interest
for taxation reasons or on an event
in case of any early redemption of the Notes (on a date other than
of default or on an illegality (or, in
the Interest Payment Date), provided that if the Calculation
the case of Index Linked Notes,
Agent determines that the Share Price at any time on or around
- 2 -

following an Index Adjustment
the Reference Date (or such other date as selected by the
Event or Additional Disruption
Calculation Agent) is less than the Strike Price (as defined in Part
Event in accordance with the Index
C), the Issuer shall in respect of each Note make best efforts
Linked Conditions or, in the case of
where reasonably practicable to elect not to pay the Early
Equity Linked Notes following
Redemption Amount in cash in whole or in part (the portion of
certain corporate events or
such Early Redemption Amount which the Issuer elects not to
Additional Disruption Event in
pay in cash, the "Physically Delivered Portion"), but, in lieu
accordance with the Equity Linked
thereof to deliver or procure delivery of such number of Shares
Conditions or in the case of Fund
as selected by the Issuer (to be determined by the Calculation
Linked Notes, following a Fund
Agent by reference to the Physically Delivered Portion and the
Event and/or the method of
mark to market value of the Shares), and the Conditions shall be
calculating the same (if required or
deemed to be amended accordingly. The Physical Delivery Note
if different from that set out in
Conditions shall apply with such modifications as the Calculation
Condition 7(E)):
Agent determines appropriate.
"Reference Date" means (i) in the case of redemption other than
pursuant to Condition 10, the second Business Day immediately
preceding the due date for the early redemption of the Notes, or
(ii) in the case of redemption pursuant to Condition 10, the due
date for the early redemption of the Notes.
25.
Index Linked Redemption Notes:
Not Applicable

26.
Equity Linked Redemption Notes:
Applicable

The provisions of Annex 2 of the Terms and Conditions
Additional Terms and Conditions for Equity Linked Notes shall
apply.
(i)
Share(s) / Basket of
Norilsk Nickel JSC Sponsored ADR (Bloomberg Code: MNOD
Shares:
LI; ISIN: US46626D1081)
(ii)
Calculation Agent
VTB Capital plc
responsible for
making calculations in
respect of the Notes:
(iii)
Final Redemption
As specified in Part C
Amount:

(iv)
Averaging:
Not Applicable
(v)
Share Performance:
Not Applicable
(vi)
Exchange Rate:
Not Applicable
(vii) Weighting:
Not Applicable
(viii) Exchange(s):
London Stock Exchange, International Order Book
(ix)
Related Exchange:
EDX London
(x)
Valuation Date(s):
25 August 2010
(xi)
Valuation Time:
The Scheduled Closing Time on the Exchange on the Valuation
Date in relation to each Share to be valued. If the relevant
Exchange closes prior to its Scheduled Closing Time and the
specified Valuation Time is after the actual closing time for its
regular trading session, then the Valuation Time shall be such
actual closing time.
(xii) Observation Date(s):
Not Applicable
- 3 -

(xiii) Observation Period:
Not Applicable
(xiv) Disrupted Day:
As specified in Equity Linked Condition 2
(xv)
Tender Offer:
Applicable
(xvi) Share Substitution:
Not Applicable
(xvii) Local Tax
Adjustment:
Not Applicable
(xviii) Trade Date:
25 May 2010
(xix) Additional Disruption
The following Additional Disruption Events apply to the Notes:
Events:
Change of Law
Hedging Disruption
(xx)
Other terms or special
As specified in Part C
conditions:

(xxi) GDR/ADR Linked
Applicable
Notes:
27.
Currency Linked Redemption Notes:
Not Applicable

28.
Commodity Linked Redemption
Not Applicable
Notes:

29.
Fund Linked Redemption Notes:
Not Applicable
30.
Credit Linked Notes:
Not Applicable
31.
Physical Delivery Notes:
Applicable, subject to the provisions of Part C
Cash Settlement and/or Physical Delivery shall be applicable, in
accordance with the provisions of Part C
The provisions of Annex 8 of the Terms and Conditions -
Additional Terms and Conditions for Physical Delivery Notes
shall apply, subject to the provisions of Part C
(i)
Relevant Asset(s):
The Share
(ii)
Entitlement:
In respect of each nominal amount of a Note equal to the
Calculation Amount, 8,361Shares.
The Entitlement is determined in respect of each Note without
first aggregating the Notes held by any Holder, and will include
only whole Shares. The Residual Cash Amount (as defined in
Part C below) will be payable on the Maturity Date in respect of
each nominal amount of a Note equal to the Calculation Amount
in addition to the delivery of the Entitlement, subject to and in
accordance with the provisions of Part C.
(iii)
Cut-Off Date:
The second Business Day prior to the Maturity Date
(iv)
Guaranteed Cash
Not Applicable
Settlement Amount:
(v)
Failure to Deliver due
Not Applicable
to Illiquidity:

(vi)
Delivery provisions
Not Applicable
for Entitlement if
different from
- 4 -

Physical Delivery
Note Conditions:
(vii) Settlement Business
Each Payment Day
Day:
(viii) Issuer's option to vary
Settlement:
Not Applicable
(ix)
Other terms or special
Not Applicable
Conditions:

GENERAL PROVISIONS APPLICABLE TO THE NOTES
32.
Form of Notes:
Each Tranche of Notes will be in bearer form.
Temporary Global Note exchangeable for a Permanent Global
note which is exchangeable for definitive Notes only upon an
Exchange Event.
33.
(i)
New Global Note:
No
(ii)
Reference Item Linked Note:
Yes
34.
Payment Day Convention:
Following
35.
Additional Financial Centre(s) or
Not Applicable
other special provisions relating to
Payment Dates:
36.
Talons for future Coupons or
No
Receipts to be attached to
Definitive Notes (and dates on
which such Talons mature):
37.
Details relating to Partly Paid
Not Applicable
Notes: amount of each payment
comprising the Issue Price and date
on which each payment is to be
made and consequences of failure
to pay, including any right of the
Issuer to forfeit the Notes and
interest due on late payment:
38.
Details relating to Instalment Notes:

(i)
Instalment
Not Applicable
Amount(s):
(ii)
Instalment Date(s):
Not Applicable
39.
Redenomination applicable:
Redenomination not applicable
40.
Other final terms:
As specified in Part C
DISTRIBUTION

41.
Method of distribution:
Non-syndicated
42.
(i)
If syndicated, names and
Not Applicable
addresses of Managers and
underwriting commitments:
(ii)
Date of Subscription
Not Applicable
Agreement:
(iii)
Stabilising Manager(s) (if
Not Applicable
any):
- 5 -

43.
If non-syndicated, name and
VTB Capital plc of 14 Cornhill, London EC3V 3ND, United
address of relevant Dealer:
Kingdom
44.
U.S. Selling Restrictions:
The Notes have not been and will not be registered under the
United States Securities Act of 1933, as amended ("Securities
Act") or under any state securities laws and the Notes may not be
offered, sold, resold, traded, pledged, exercised, redeemed,
transferred or delivered, directly or indirectly, within the United
States or to, or for the account or benefit of, any US Person (as
defined below). Furthermore, trading in the Notes has not been
approved by the United States Commodity Futures Trading
Commission ("CFTC") under the United States Commodity
Exchange Act, as amended ("CEA") and no US Person may at
any time trade or maintain a position in the Notes.
As used herein, "US Person" means (i) an individual who is a
citizen or resident of the United States; (ii) a corporation,
partnership or other entity organised in or under the laws of the
United States or any political subdivision thereof or which has its
principal place of business in the United States; (iii) any estate or
trust which is subject to United States federal income taxation
regardless of the source of its income; (iv) any trust if a court
within the United States is able to exercise primary supervision
over the administration of the trust and if one or more United
States trustees have the authority to control all substantial
decisions of the trust; (v) a pension plan for the employees,
officers or principals of a corporation, partnership or other entity
described in (ii) above; (vi) any entity organised principally for
passive investment, 10 per cent. or more of the beneficial interests
in which are held by persons described in (i) to (v) above if such
entity was formed principally for the purpose of investment by
such persons in a commodity pool the operator of which is
exempt from certain requirements of Part 4 of the CFTC's
regulations by virtue of its participants being non-US Persons; or
(vii) any other "US Person" as such term may be defined in Rule
902 (k) of Regulation S under the Securities Act or in regulations
adopted under the CEA.
TEFRA D
45.
Additional selling restrictions:
Not Applicable

- 6 -

PURPOSE OF FINAL TERMS
These Final Terms comprise the final terms required for issue of the Notes described herein pursuant to the
U.S.$ 5,000,000,000 Note Programme of VTB Capital plc.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms.

Signed on behalf of the Issuer:

By: .................................................
Duly authorised

By: .................................................
Duly authorised

- 7 -

PART B OTHER INFORMATION
1.
LISTING AND ADMISSION TO TRADING
Listing and Admission to
Application will be made for the Notes to be listed on the
trading:
Official List and admitted to trading on the Regulated Market of
the Luxembourg Stock Exchange..
2.
RATINGS
Ratings:
The Notes to be issued have not been rated.
3.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save for any fees payable to the Dealer, so far as the Issuer is aware, no person involved in the issue of
the Notes has an interest material to the offer
4.
REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(i)
Reasons for offer
Not Applicable
(ii)
Estimated
net
Not Applicable
proceeds:
(iii)
Estimated
total
Not Applicable
expenses:
5.
PERFORMANCE OF THE SHARE, EXPLANATION OF EFFECT ON VALUE OF
INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING
THE SHARE
Details of past and future performance and volatility of the Share may be obtained from Bloomberg®.
The value of the Notes, the manner in which the Notes will be redeemed and the Final Redemption
Amount will depend on the performance of the Share on the Valuation Date. See Part A above and Part C
below for further details.
Capitalised terms used herein shall have the meanings ascribed to them in Part A above or Part C.
6.
OPERATIONAL INFORMATION

(i)
ISIN Code:
XS0514200988
(ii)
Common Code:
051420098
(iii)
CFI Code:
DTFXFB
(iv)
Any clearing system(s) other
Not Applicable
than Euroclear Bank S.A./N.V.,
Clearstream Banking, société
anonyme and the relevant
identification number(s):
(v)
Delivery:
Delivery against payment
(vi)
Names and addresses of initial
Paying Agent: The Bank of New York Mellon, London
Paying Agents and Calculation
Branch. 1 Canada Square, London, E14 5A1
Agent:
Calculation Agent: VTB Capital plc, 14 Cornhill,
London EC3V 3ND
(vii) Names
and
addresses
of
Not Applicable
additional Paying Agent(s) (if
any):
(viii) Intended to be held in a manner
No
which would allow Eurosystem
eligibility.

- 8 -

PART C OTHER APPLICABLE TERMS
1.
Redemption

Unless previously redeemed or purchased and cancelled in accordance with the Conditions, each nominal
amount of a Note equal to the Calculation Amount will be redeemed by the Issuer in accordance with
paragraphs (i) or (ii) below (as applicable):

(i)
if the Final Share Price is greater than or equal to the Strike Price (as determined by the
Calculation Agent), then Cash Settlement shall apply and each nominal amount of a Note equal to
the Calculation Amount will be redeemed by the Issuer on the Maturity Date by payment of the
Final Redemption Amount, which shall be an amount in USD equal to the Calculation Amount
(together with, for the avoidance of doubt, the Fixed Coupon Amount payable pursuant to
paragraph 13 of Part A on the Interest Payment Date)
or

(ii)
if the Final Share Price is less than the Strike Price (as determined by the Calculation Agent), then
Physical Delivery shall apply and the Issuer's redemption obligations under the Notes shall be
discharged on the Maturity Delivery Date (as defined in the Physical Delivery Note Conditions)
by the Issuer (a) delivering or procuring the delivery of the Entitlement (as defined in Part A) in
respect of each nominal amount of a Note equal to the Calculation Amount, and (b) paying the
Residual Cash Amount in respect of each nominal amount of a Note equal to the Calculation
Amount (together with, for the avoidance of doubt, the Fixed Coupon Amount payable pursuant
to paragraph 13 of Part A on the Interest Payment Date).

2.
Definitions

"Business Day" means an Exchange Business Day.
"CA" means the Calculation Amount, being U.S.$ 100,000.

"Final Share Price" means the Share Closing Price of the Share on the Valuation Date, as determined by
the Calculation Agent.

"Initial Share Price" means U.S.$ 14.95, being the relevant price of the Shares as determined by the
Calculation Agent as of the date of these Final Terms, and subject to correction and adjustment in
accordance with the Conditions and Equity Linked Conditions.

"Residual Cash Amount" means, in respect of each nominal amount of a Note equal to the Calculation
Amount, U.S.$ 2.44.

"Strike Price" means U.S.$ 11.96.

3.
Amendment to the Equity Linked Conditions

3.1
The definition of "Scheduled Valuation Date" in Equity Linked Condition 2 (Definitions) shall be deleted
and replaced by the following:

""Scheduled Valuation Date" means any original date that, but for such date not being a Scheduled
Trading Day or the occurrence of an event causing a Disrupted Day, would have been a Valuation Date."

- 9 -

3.2
The definition of "Valuation Cut-Off Date" in Equity Linked Condition 2 (Definitions) shall be deleted
and replaced by the following:

""Valuation Cut-Off Date" means, in respect of a Valuation Date, the eighth Scheduled Trading Day
immediately following the relevant Scheduled Valuation Date or if earlier the Scheduled Trading Day
falling on or immediately preceding the second Business Day immediately preceding the date of payment
of any amount calculated pursuant to the definition of Valuation Date, provided that the Valuation Cut-
Off Date shall not in any circumstances fall earlier than the relevant Scheduled Valuation Date (and, if
the foregoing adjustment would otherwise result in the Valuation Cut-Off Date falling earlier than the
relevant Scheduled Valuation Date, then the Valuation Cut-Off Date shall be the relevant Scheduled
Valuation Date)."

3.3
The definition of "Valuation Date" in Equity Linked Condition 2 (Definitions) shall be amended by
deleting the first two paragraphs thereof and replacing these with the following:

""Valuation Date" means each Valuation Date specified in the applicable Final Terms or, if that is not a
Scheduled Trading Day, the earlier to occur of the first Scheduled Trading Day thereafter and the
Valuation Cut-Off Date. If a Valuation Date, following the adjustment set out in the preceding sentence,
is a Disrupted Day, then:
(a)
where the Equity Linked Notes relate to a single Share and the Valuation Date (following the
adjustment above) does not fall on the Valuation Cut-Off Date, the Valuation Date shall be the first
succeeding Scheduled Trading Day that is not a Disrupted Day, unless each of the Scheduled
Trading Days up to and including the Valuation Cut-Off Date is a Disrupted Day. In that case or if
the Valuation Date falls on the Valuation Cut-Off Date and such day is a Disrupted Day or is not a
Scheduled Trading Day (i) the Valuation Cut-Off Date shall be deemed to be the Valuation Date
(notwithstanding the fact that such day is a Disrupted Day or is not a Scheduled Trading Day), and
(ii) the Calculation Agent shall determine the relevant price in the manner set out in the applicable
Final Terms or, if not set out or if not practicable, determine the relevant price in accordance with
its good faith estimate of the relevant price as of the Valuation Time on the Valuation Cut-Off
Date; or".

- 10 -