Sistema PJSFC (SSA)
Sistema PJSFC: Sistema and Russia-China Investment Fund successfully price
offering of 175m Detsky Mir shares
22-Nov-2019 / 09:45 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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN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
22 November 2019
Moscow, Russia - 22 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") via
its investment vehicles Floette Holdings Limited and Exarzo Holdings Limited
(collectively, the "Selling Shareholders"), have successfully priced the
offering of Detsky Mir shares (the "Offering").
DETAILS OF THE OFFERING
- The Offering size amounts to 175 million existing shares in Detsky Mir,
representing 23.7% of Detsky Mir's share capital.
- The shares were sold at a price of RUB 91 per share.
- After giving effect to the Offering, the free float of Detsky Mir is
57.6%.
- The Offering raised gross proceeds of approximately RUB 15,925m for the
Selling Shareholders, inclusive of RUB 12,542m for Sistema.
- Sistema has a remaining ownership interest of 33.4% and RCIF has a
remaining ownership interest of 9.0%, respectively, in Detsky Mir.
- Goldman Sachs International, Sberbank CIB, UBS Investment Bank and VTB
Capital plc acted as Joint Global Coordinators and Joint Bookrunners (the
"JGCs").
Shares in Detsky Mir held by Sistema and RCIF which were 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 debt reduction.
Andrey Dubovskov, President and CEO of Sistema, said:
"In launching the Offering, we believed it was critical to the interests of
all shareholders to enhance liquidity by increasing the free float to
attract more investors. We feel that we have achieved our goals, as interest
among investors has proven to be strong both regionally and globally and
among a variety of investors attracted by Detsky Mir's strong financial and
operational profile. As Sistema will remain a significant shareholder, we
affirm our commitment to Detsky Mir's strategic development and leadership
team."
***
For further information, please visit www.sistema.com [1] 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 [1].
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
Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"); and (2)
in the United Kingdom, persons who (i) have professional experience in
matters relating to investments who fall within article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended) (the "Order"); (ii) fall within Article 49(2)(a) to (d) of the
Order; or (iii) are persons to whom an offer of the Shares may otherwise
lawfully be made (all such persons referred to in (1) and (2) together being
referred to as the "Relevant Persons"). The information regarding the
offering set out in this document must not be acted on or relied on by
persons who are not Relevant Persons. Any investment or investment activity
to which this document relates is available only to Relevant Persons and
will be engaged in only with Relevant Persons.
This document is not an offer or an invitation to make offers or an
advertisement of securities in the Russian Federation.
ISIN: US48122U2042
Category Code: MSCM
TIDM: SSA
LEI Code: 213800JSZ2UUK4QQK694
Sequence No.: 30902
EQS News ID: 919415
End of Announcement EQS News Service
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