PIK Group Announces Results of Tender Offer

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PJSC PIK Group / Result of Tender Offer 
PIK Group Announces Results of Tender Offer 
 
27-March-2017 / 07:59 CET/CEST 
Dissemination of a Regulatory Announcement, transmitted by EquityStory.RS, 
LLC - a company of EQS Group AG. 
The issuer is solely responsible for the content of this announcement. 
 
Not for distribution in or into or to any person located or resident in the 
United States, its territories and possessions or to any U.S. person (as 
defined in regulation S under the United States securities act of 1933) or 
in any jurisdiction where it would be illegal or unlawful. The tender offer 
described in the announcement is only made to GDR holders outside of the 
United States and must not be acted upon by, or for the account or benefit 
of, a U.S. person (as defined in regulation S under the United States 
securities act of 1933, as amended). Holders of rule 144a GDRs may not 
participate in the tender offer. 
 
*PIK Group Announces Results of Tender Offer* 
 
*Moscow, 27 March 2017* - PIK Group ('PIK' or the 'Company') (MOEX: PIKK, 
LSE: PIKK) today announces the results of the Tender Offer announced on 13 
March 2017. The Tender Offer closed at noon GMT on 24 March 2017. 
 
With the aim of assuring the rights and interests of GDR holders in the 
context of low liquidity of the Company's GDRs on the London Stock Exchange, 
and in keeping with its strong commitment to good corporate governance and 
fair treatment of GDR holders, the Company provided its GDR holders the 
option to tender their GDRs to PIK at US$ 5.101 per GDR (the 'Tender 
Offer'). The purchase price represented a premium of 13% per GDR to the 
3-month volume weighted average price for the period ended on 10 March 2017, 
and a premium of 3% to the closing price per GDR on the LSE on 10 March 
2017. 
 
Based on the final report provided by the GDR Tender Agent, a total of 
53,025,804 GDRs were validly tendered and not withdrawn by GDR holders. In 
accordance with the terms and conditions of the Tender Offer, PIK has 
accepted to purchase on a pro rata basis (adjusted to exclude fractional 
entitlements) 49,990,198 GDRs, representing the maximum number of GDRs under 
the Tender Offer, at the price of US$ 5.101 per GDR, for a total cost of 
US$255 million. The GDR Tender Agent will make payment through the clearing 
systems as soon as practicable for further distribution to the holders of 
the GDRs that have been tendered and accepted. 
 
The GDRs that PIK has accepted to purchase represent approximately 62.6% of 
the Company's issued GDRs as of 24 March 2017. 
 
As announced on 13 March 2017, an application will be made with the UK 
Listing Authority to cancel the listing of the GDRs from the Official List 
of the United Kingdom Financial Conduct Authority and from trading on the 
standard segment of the London Stock Exchange (the 'Delisting'). Delisting 
is expected to take place on 15 June 2017. 
 
Following the Delisting, the GDR programme will remain in place and continue 
to be administered by BNY Mellon. GDR holders may: 
 
- continue to own delisted GDRs, retaining the right to vote and receive 
dividends on the underlying shares; 
 
- sell their GDRs on the over-the-counter (OTC) market; or 
 
- convert their GDRs into MOEX-listed ordinary shares, 
 
and should seek independent financial, legal and tax advice as to the 
options available. 
 
*Sergei Gordeev, President and Chairman of the Management Board, said:* 
 
'We are pleased with the results of the tender offer. PIK intends to delist 
from the LSE in June 2017 and consolidate trading of our shares on Moscow 
Exchange in order to increase the liquidity of the stock.' 
 
*ABOUT PIK GROUP* 
 
PIK Group was founded in 1994 and today is the leading residential real 
estate developer by construction volumes (sqm) in the Moscow Metropolitan 
Area and in Russia as a whole[1]. The Company is present in nine regions of 
Russia with an extensive project pipeline focused on the lucrative Moscow 
Metropolitan Area. The Company has a proven track record with about 16 
million sqm of residential real estate built since inception (0.9 million 
sqm in 2016). 
 
PIK shares have been listed on Moscow Exchange since 2007 and the Company 
has the largest market cap among Russian peers of $3.3 billion[2]. PIK Group 
has a strong reputation on the market and continues to demonstrate robust 
financial and operating results: 
 
- Record growth by all indicators in 2016 - total cash collections 
progressed by 47% year-on-year, new sales contracts to customers advanced by 
52% year-on-year, 63 new properties were put on sale against 50 in 2015; 
 
- The share of mortgage-backed deals has grown sevenfold over the last seven 
years thanks to a disciplined and customer-centric approach; 
 
- Comfortable leverage profile without exposure to currency risks which 
creates room for further sustainable growth. 
 
2017 will be a turning point as the Company intends to double the size of 
its business primarily on account of synergy gains arising from the 
acquisition deal, favourable market momentum and a lower mortgage rate 
trend. PIK expects to achieve total new sales to customers of 1.7 - 1.9 
million sqm (up 80-100% year-on-year) and total cash collections of RUB 190 
- 200 billion 
(up 90-100% year-on-year). 
 
*ENQUIRIES* 
 
*PIK contacts* 
 
*Investors * *Media * 
Polina Kurshetsova Natalia Mikhna 
Tel: [phone] ext. 3785 Tel: [phone] 
E-mail: [e-mail] E-mail: [e-mail] 
 
*EM contacts* 
 
*Moscow*                         *London* 
Denis Denisov                    Peter Morley 
Tel: [phone]             Tel: [phone] 
E-mail: [e-mail] [1] E-mail: [e-mail] [2] 
 
*IMPORTANT NOTICE TO INVESTORS* 
 
The decision whether to submit applications to tender GDRs may entail 
certain risks. In deciding whether to tender GDRs, holders of GDRs are urged 
to consider the information that is contained in the Tender Offer Memorandum 
and seek independent financial, legal and tax advice. None of PIK, the 
Offeror, PIK's board of directors, the tender agent, the depositary, or the 
professional advisors of any of them, is making any recommendation to the 
GDR holders as to whether or not to tender GDRs in the Tender Offer. 
 
This announcement and the Tender Offer does not constitute an offer to buy 
or the solicitation of an offer to sell securities in any circumstances in 
which such Tender Offer or solicitation is unlawful. 
 
The GDR Tender Offer is only made to GDR holders outside of the United 
States and must not be acted upon by, or for the account or benefit of, a 
U.S. Person (as defined in Regulation S under the United States Securities 
Act of 1933, as amended). Holders of Rule 144A GDRs may not participate in 
the Tender Offer. Neither the United States Securities and Exchange 
Commission ('SEC') nor any US state securities commission or regulatory 
authority has approved or disapproved of the Tender Offer, passed upon the 
fairness or merits of the Tender Offer or determined whether this 
announcement or the Tender Offer Memorandum is accurate or complete. Any 
representation to the contrary is a criminal offence in the United States. 
 
The information contained in this announcement and the Tender Offer 
Memorandum is addressed exclusively to the holders of GDRs of PIK. Neither 
this announcement, the Tender Offer Memorandum nor the Tender Offer 
described herein nor any information contained herein constitute an offer 
('OFERTA') pursuant to Russian law, or an advertisement, or an offer of 
securities to an unlimited number of persons within or outside the territory 
of the Russian Federation, or voluntary tender offer or mandatory tender 
offer under Russian law. Neither this announcement, the Tender Offer 
Memorandum nor the Tender Offer described herein constitute or are intended 
for placement or public circulation of securities of foreign issuers in the 
Russian Federation. GDRs of PIK to which the Tender Offer relates are 
neither registered in the Russian Federation nor admitted to placement, 
public placement or public circulation in the Russian Federation in 
accordance with article 51.1 of Russian Federal Law dated 22 April, 1996 No. 
39-FZ 'on the securities market' (as amended). The tender and purchase of 
GDRs of PIK will be carried out exclusively in accordance with the 
procedures set forth in the Tender Offer Memorandum. 
 
This announcement, and any investment activity to which it relates, is 
available only to persons in the United Kingdom to whom it may lawfully be 
communicated in accordance with the Financial Services and Markets Act 2000 
(Financial Promotion) Order 2005, any person satisfying this criterion being 
referred to as a 'relevant person'. This announcement may not be acted or 
relied on in the United Kingdom by anyone who is not a relevant person. 
 
[1] Source: National Association of Property Developers data as of 1 March 
2017, as a sum of PIK and Morton's data 
 
[2] As of 10 March 2017 
 
The EquityStory.RS, LLC Distribution Services include Regulatory 
Announcements, Financial/Corporate News and Press Releases. 
Archive at www.dgap.de/ukreg 
Language:      English 
Company:       PJSC PIK Group 
               19 bld 1 Barrikadnaya Street 
               123242 Moscow 
               Russia 
Phone:         [phone] 
Fax:           [phone] 
E-mail:        [e-mail] 
Internet:      www.pik-group.ru 
ISIN:          US69338N2062, RU000A0JP7J7 
WKN:           A0MSSL 
Listed:        Foreign Exchange(s) London, Moscow 
Category Code: RTE 
TIDM:          PIK 
Sequence No.:  3989 
 
End of Announcement EquityStory.RS, LLC News Service 
 
558283 27-March-2017 
 
 
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(END) Dow Jones Newswires

March 27, 2017 01:59 ET (05:59 GMT)