Sistema PJSFC (SSA)
Sistema PJSFC: Launch of offering of approximately 118 million Detsky Mir
shares
16-Jun-2020 / 19:02 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.
Launch of offering of approximately 118 million Detsky Mir shares
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN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
Moscow, Russia - 16 June 2020 - Sistema PJSFC ("Sistema" or the
"Corporation") (LSE: SSA; MOEX: AFKS), a publicly traded diversified Russian
holding company, announces the launch, together with the Russia-China
Investment Fund ("RCIF"), of an offering of approximately 118 million
existing shares in Detsky Mir (the "Company" and the "Offering"
respectively).
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 Company's shares held by
Sistema directly and RCIF via its investment vehicles Floette Holdings
Limited and Exarzo Holdings Limited (collectively, the "Selling
Shareholders").
- The shares will be offered by way of an undocumented accelerated
bookbuild, which will be launched immediately following this announcement,
and may close at any time at short notice. 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.
- Credit Suisse Securities (Europe) Limited, Goldman Sachs International,
Sberbank CIB and VTB Capital plc are acting as Joint Global Coordinators and
Joint Bookrunners (the "JGCs"), Alfa Bank is acting as Joint Bookrunner.
Prior to the completion of the Offering, Sistema has 33.38% ownership
interest and RCIF has 7.56% ownership interest, respectively, in the
Company. Pro-forma for the offering size of 118 million shares, Sistema will
retain a stake of approximately 20.4%, and RCIF will retain a stake of
approximately 4.6%, respectively, in the Company. The Offering is not
expected to result in any near term changes to the Company's governance,
including the composition of the Company's Board of Directors.
Shares in Detsky Mir held by Sistema and RCIF which are not sold in the
Offering will be subject to a 90-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.
***
Sistema PJSFC is a Russian publicly-traded diversified holding company
serving over 150 million customers in the sectors of telecommunications,
high technology, banking, retail, timber processing, agriculture, real
estate, tourism and healthcare services. The company was founded in 1993.
Its revenue in 2019 reached RUB 656.9bn; its total assets equalled RUB 1.3tn
as of 31 December 2019. 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 Moscow Exchange. Website:
www.sistema.ru
***
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
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: MSCH
TIDM: SSA
LEI Code: 213800JSZ2UUK4QQK694
Sequence No.: 70232
EQS News ID: 1071591
End of Announcement EQS News Service
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(END) Dow Jones Newswires
June 16, 2020 12:02 ET (16:02 GMT)
