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PJSC LSR Group (LSRG)
PJSC LSR Group: Results of the Sale of Existing Ordinary Shares in PJSC LSR
Group
03-Apr-2019 / 07:38 CET/CEST
Dissemination of a Regulatory Announcement that contains inside information
according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
*NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR
ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY LAW.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.*
*THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT, PRIOR TO ITS PUBLIC
DISCLOSURE, IS DEEMED TO CONSTITUTE INSIDE INFORMATION FOR THE PURPOSES OF
ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED
TO BE IN THE PUBLIC DOMAIN*
*THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS FOR INFORMATION
PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OF, OR THE
SOLICITATION OF AN OFFER TO ACQUIRE OR DISPOSE OF SECURITIES IN ANY
JURISDICTION, INCLUDING IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA AND
JAPAN.*
Press-release
St. Petersburg
3 April 2019
Results of the Sale of Existing Ordinary Shares in PJSC LSR Group
PJSC LSR Group (the "Company" or "LSR Group"), one of Russia's leading
residential real estate developers and building materials producers, further
to its announcement of 2 April 2019 relating to the Intended Sale of
Existing Ordinary Shares in PJSC LSR Group, has been informed that Solneau
Limited (the "Seller"), a company controlled by Mr. Andrey Molchanov
(Chairman of the Board of Directors and the largest shareholder of the
Company), has entered into an agreement to sell 10 million ordinary shares
in the Company (the "Sale Shares") in the form of local Rouble denominated
ordinary shares listed on the Moscow Exchange (the "Sale") at a price of
RUB580 per Sale Share (the " Offer Price") (for purchasers who have
expressed a wish to pay in US Dollars, the amount payable per Sale Share
will be USD8.8587, based on the exchange rate set by the Central Bank of
Russia for 3 April 2019, being USD1:RUB65.4726). The Sale Shares represent
9.71% of the issued share capital of the Company.
As a result of strong demand from investors, the Seller's original target of
selling approximately 5.7 million ordinary shares was upsized to 10 million
ordinary shares, to provide more liquidity to the stock.
Based on the Offer Price the Seller will receive gross proceeds from the
Sale of approximately RUB5.8 billion. The Company will not receive any
proceeds of the Sale.
J.P. Morgan Securities plc and VTB Capital plc (the "Managers") acted as
Joint Global Coordinators and Joint Bookrunners in connection with the Sale.
In connection with the Sale, each of Mr. Andrey Molchanov and the Seller
have agreed to lock-up arrangements for 90 days following the completion of
the Sale, subject to customary exceptions, in respect of their remaining
shareholdings in the Company.
Following completion of the Sale, Mr. Andrey Molchanov will continue to hold
in aggregate approximately 50.33% of the issued share capital of the
Company. Correspondingly, the Company's free float will increase to
approximately 41.57%.
For further information, please contact:
****************************************
Igor Tsoy Director of Investor Relations
and Sustainable Development
Email: Tsoi.IO@lsrgroup.ru
Office: +7-495-537-8008 x 45882
Media Enquiries Media Relations
press@lsrgroup.ru
Office: +7-800-770-7577
Company description:
LSR Group is one of Russia's leading residential real estate developers and
building materials producers. Founded in 1993, the business of LSR Group is
concentrated in the three largest regions of Russia - Moscow, St. Petersburg
and Yekaterinburg. The main business areas of the Company are real estate
development and construction and production of building materials. LSR Group
carries out projects in all segments of residential real estate market: mass
market, business and elite.
In accordance with its audited IFRS consolidated financial statements for
2018, LSR Group had revenue of RUB146.3 billion, Adjusted EBITDA of RUB36.4
billion and Net Profit of RUB16.2 billion. As of 31 December 2018 (according
to Knight Frank), the net sellable area of projects in LSR Group's real
estate portfolio amounted to 7.8 million m2 with a market value of RUB186
billion.
Ordinary shares of the Company are traded on the Moscow Exchange (MOEX:
LSRG) and GDRs representing its ordinary shares are traded on the London
Stock Exchange (LSE: LSRG).
IMPORTANT NOTICE
The information contained in this announcement is for background purposes
only and does not purport to be full or complete. No reliance may be placed
by any person for any purpose on the information contained in this
announcement or its accuracy, fairness or completeness.
This announcement is not for publication or distribution, directly or
indirectly, in or into the United States, Australia, Canada, Japan or any
other jurisdiction where the offering of the Sale Shares or the Sale is
restricted by law. The distribution of this announcement may be restricted
by law in certain jurisdictions and persons into whose possession any
document or other information referred to herein comes should inform
themselves about and observe any such restriction. Any failure to comply
with these restrictions may constitute a violation of the securities laws of
any such jurisdiction.
This announcement does not contain or constitute an offer of, or the
solicitation of an offer to buy or subscribe for, the Sale Shares to any
person in the United States, Australia, Canada or Japan or in any
jurisdiction to whom or in which such offer or solicitation is unlawful. The
Sale Shares may not be offered or sold in the United States unless
registered under the US Securities Act or offered in a transaction exempt
from, or not subject to, the registration requirements of the US Securities
Act. The offer and sale of the Sale Shares has not been and will not be
registered under the US Securities Act or under the applicable securities
laws of Australia, Canada or Japan. Subject to certain exceptions, the Sale
Shares may not be offered or sold in Australia, Canada or Japan or to, or
for the account or benefit of, any national, resident or citizen of
Australia, Canada or Japan. There will be no public offer of the Sale Shares
in the United States, Australia, Canada or Japan or elsewhere.
The Sale Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Sale the accuracy or adequacy of
this announcement. Any representation to the contrary is a criminal offence
in the United States.
Members of the general public are not eligible to take part in the Sale. In
member states of the European Economic Area (the "EEA" and each a "Relevant
Member State"), this announcement and any offer if made subsequently is
directed at and addressed only to persons who are "qualified investors"
within the meaning of the Prospectus Directive ("Qualified Investors"). For
these purposes, the expression "Prospectus Directive" means Directive
2003/71/EC (and amendments thereto, including the 2010 PD Amending
Directive), and includes any relevant implementing measure in the Relevant
Member State and the expression "2010 PD Amending Directive" means Directive
2010/73/EU. In the United Kingdom this announcement is directed at and
addressed only to Qualified Investors (i) who have professional experience
in matters relating to investments falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order") or (ii) who fall within Article 49(2)(A) to (D) of the
Order, or (iii) to whom it may otherwise lawfully be communicated ("relevant
persons"). Any investment or investment activity to which this announcement
relates is and will be available only to relevant persons in the United
Kingdom and Qualified Investors in any member state of the EEA other than
the United Kingdom and will be engaged in only with such persons. Other
persons should not rely or act upon this announcement or any of its
contents.
Each of the Company, Mr. Andrey Molchanov, the Seller, the Managers and
their respective affiliates expressly disclaims any obligation or
undertaking to update, review or revise any forward-looking statement
contained in this announcement whether as a result of new information,
future developments or otherwise.
No prospectus or offering document has been or will be prepared in
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