Sistema PJSFC (SSA)
Sistema PJSFC: Launch of Offering of at Least 150 Million Detsky Mir Shares
15-Nov-2019 / 19:30 MSK
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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN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
FOR IMMEDIATE RELEASE
15 November 2019
LAUNCH OF OFFERING OF AT LEAST 150 MILLION DETSKY MIR SHARES
Moscow, Russia - 15 November 2019 - Sistema PJSFC ("Sistema" or the
"Corporation") (LSE: SSA; MOEX: AFKS), a publicly traded diversified Russian
holding company, together with the Russia-China Investment Fund ("RCIF")
announce the launch of an offering of at least 150 million existing shares
in Detsky Mir (the "Offering").
DETAILS OF THE OFFERING
- Offering shares are being offered (i) outside the United States in
reliance on Regulation S under the U.S. Securities Act of 1933, as amended
(the "Securities Act"), and (ii) within the United States to certain
qualified institutional buyers as defined in, and in reliance on, Rule
144A under the Securities Act
- The Offering will consist exclusively of existing shares held by Sistema
directly and RCIF via its investment vehicles Floette Holdings Limited and
Exarzo Holdings Limited (collectively, the "Selling Shareholders")
- An offering memorandum (the "Offering Memorandum") dated 15 November
2019 has been published in relation to the Offering and is available on
http://corp.detmir.ru/en/press-centre/news [1]
- In relation to the offering, Detsky Mir will be conducting a series of
investor meetings starting from 18 November 2019
- The bookbuilding period will commence on 18 November 2019 and is
expected to close on or about 21 November 2019
- The number of shares to be placed and the offering price will be
determined at the close of the bookbuild process, and the results will be
announced as soon as practicable thereafter
- Goldman Sachs International, UBS Investment Bank, Sberbank CIB and VTB
Capital plc are acting as Joint Global Coordinators and Joint Bookrunners
(the "JGCs")
Via the Offering Sistema and RCIF seek to meaningfully increase the free
float and trading liquidity of the Company's shares in order to further
unlock the fundamental value potential of the Company for all Detsky Mir
shareholders.
Pro-forma for the minimum offering size of 150 million shares, Sistema will
retain no more than a 36.0% stake, and RCIF no more than a 9.7% stake,
respectively, in the Company.
Shares in Detsky Mir held by Sistema and RCIF which are not sold in the
Offering will be subject to a 180-day lock-up, subject to certain customary
exceptions.
Net proceeds from the offering received by Sistema will be used for general
corporate purposes, including potential debt reduction.
Andrei Dubovskov, President and Chief Executive Officer of Sistema, stated:
"Since we began examining options to monetize our stake in Detsky Mir, our
goal has always been to ensure that shareholders continue to benefit from
Detsky Mir's strong financial and operational performance. Based on feedback
from investors and positive market sentiment, we believe that by increasing
the free float of Detsky Mir, we can attract more investors to the Company
and enhance liquidity, which benefits all shareholders. As Sistema will
remain a significant shareholder, we feel this transaction benefits and
further aligns the interests of all key stakeholders. Funds from the
transaction will allow Sistema to continue deleveraging and support our
investment activities."
***
For further information, please visit www.sistema.com [2] or contact:
Investor Relations Public Relations
Nikolai Minashin Sergey Kopytov
Tel.: +7 (495) 730 66 00 Tel.: +7 (495) 228 15 32
n.minashin@sistema.ru kopytov@sistema.ru
Sistema PJSFC is a publicly-traded diversified Russian holding company
serving over 150 million customers in the sectors of telecommunications,
high technology, financial services, retail, paper and packaging,
agriculture, real estate, tourism and medical services. The company was
founded in 1993. Revenue in 2018 was RUB 777.4 bn; total assets equalled RUB
1.1 trn as of 31 December 2018. Sistema's global depositary receipts are
listed under the "SSA" ticker on the London Stock Exchange. Sistema's
ordinary shares are listed under the "AFKS" ticker on the Moscow Exchange.
Website: www.sistema.com [2].
Detsky Mir Group is a multi-format retailer and Russia's largest specialized
children's goods retailer. The Group comprises the Detsky Mir retail chain,
ELC (Early Learning Centre in Russia) and the ABC retail chains, as well as
the Zoozavr pet supplies retail chain. The company operates a network of 710
Detsky Mir stores located in 266 cities in Russia, Kazakhstan and Belarus,
as well as 48 ELC and 14 ABC stores as of 30 September 2019. The Zoozavr
retail chain comprises eight stores. Total selling space was approximately
794,000 square meters.
Important Notice:
The information contained herein has been provided solely for use for this
announcement. By reading this announcement, you agree to be bound by the
limitations set out below. This announcement do not constitute or form part
of, and should not be construed as, an offer, solicitation or invitation to
sell or issue, or any solicitation of any offer to purchase or subscribe
for, any securities of any entity, nor shall any part of it nor the fact of
its distribution form part of, or be relied on in connection with, any
contract or investment decision relating thereto.
Certain statements in this announcement are not historical facts and are
forward looking statements. Forward looking statements include statements
concerning the Russia-China Investment Fund, Sistema PJSFC (collectively,
the "Selling Shareholders") or PJSC "Detsky mir" (the "Company"), their
plans, expectations, projections, objectives, targets, goals, strategies,
future events, future revenues or performance, capital expenditures,
financing needs, plans or intentions relating to acquisitions, competitive
strengths and weaknesses, financial position and future operations and
development, the Company's or the Selling Shareholders business strategy and
the trends the Company or the Selling Shareholders anticipate in the
industries and the political and legal environment in which the Company or
the Selling Shareholders operate and any other information that is not
historical information. By their very nature, forward looking statements
involve inherent risks and uncertainties, both general and specific, and
risks exist that the predictions, forecasts, projections and other forward
looking statements will not be achieved. Given these risks and
uncertainties, you are cautioned not to place undue reliance on such forward
looking statements. Neither the Company nor the Selling Shareholders intend,
and assume any obligation, to update any forward looking statement contained
herein.
No reliance may be placed for any purpose whatsoever on the information
contained in this document or on its completeness. No representation or
warranty, express or implied, is given by or on behalf of the Company, the
Selling Shareholders or any of their respective directors, officers or
employees or any other person as to the accuracy or completeness of the
information contained in this document and no liability whatsoever is
accepted by the Company, the Selling Shareholders or their respective
affiliates, advisors, agents, directors, officers or employees nor any other
person for any loss howsoever arising, directly or indirectly, from any
errors or omissions of information or use of such information or otherwise
arising in connection therewith.
This document 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 the United
States, Canada, Australia or Japan or in any other jurisdiction in which
such an offer or solicitation is unlawful. The securities referred to herein
(the "Shares") have not been and will not be registered under the U.S.
Securities Act of 1933 (the "Securities Act"), or under the applicable
securities laws of any state or other jurisdiction of the United States,
Canada, Australia or Japan. The Shares may not be offered or sold in the
United States unless registered under the Securities Act or offered in a
transaction exempt from, or not subject to, the registration requirements of
the Securities Act and the securities laws of any relevant state or other
jurisdiction of the United States. There will be no public offering of the
Shares in the United States.
This document and any offer of securities to which it relates are only
addressed to and directed at (1) in any Member State of the European
Economic Area, persons who are "qualified investors" as defined in
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