Fix Price Group Ltd.: Approval and publication of prospectus

DJ Fix Price Group Ltd.: Approval and publication of prospectus

Fix Price Group Ltd. (FIXP) 
Fix Price Group Ltd.: Approval and publication of prospectus 
05-March-2021 / 17:46 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 RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA 
OR JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. 
 
This announcement is an advertisement for the purposes of the Prospectus Regulation Rules of the Financial Conduct 
Authority (the "FCA") and is not a prospectus and not an offer of securities for sale in any jurisdiction, including in 
or into Australia, Canada, Japan or the United States. 
 
Neither this announcement, nor anything contained herein, shall form the basis of, or be relied upon in connection 
with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any 
securities referred to in this announcement except on the basis of information contained in the prospectus (the 
"Prospectus") published by Fix Price Group Ltd (the "Company", and together with its subsidiaries and subsidiary 
undertakings, the "Group" or "Fix Price") today in connection with the offer of global depositary receipts representing 
ordinary shares of the Company (the "GDRs") and the admission of the GDRs to the standard listing segment of the 
Official List of the FCA and to trading on the main market of London Stock Exchange plc (the "London Stock Exchange"). 
A copy of the Prospectus will shortly be available for inspection on the Company's website at https://ir.fix-price.com/ 
, subject to certain access restrictions. 
 
5 March 2021 
Approval and publication of prospectus 
Following the announcement of the offer price published today in connection with the successful pricing of its initial 
public offering (the "Offering"), Fix Price, one of the leading variety value retailers globally and the largest in 
Russia, confirms that the Prospectus has today been approved by the FCA and published by the Company. 
The Prospectus relates to the Admission of the GDRs to the standard listing segment of the Official List of the FCA and 
to trading on the main market for listed securities of the London Stock Exchange. 
Details of the Offering are set out in the Prospectus, which will shortly be available on the Company's website at 
https://ir.fix-price.com/, subject to certain access restrictions. The Prospectus has also been submitted to the 
National Storage Mechanism and will be available shortly at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. 
 
Media enquiries 
EM (communications advisor to Fix Price) 
Denis Denisov   Peter Morley   Dmitry Zhadan 
[e-mail] [e-mail] [e-mail] 
[phone]  [phone]  [phone] 
 
Fix Price 
[e-mail] 
 
Important legal information 
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 
(including its territories and possessions, any State of the United States and the District of Columbia), Australia, 
Canada, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such 
jurisdiction. 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 constitute or form a part of any offer or solicitation to purchase or subscribe for, or 
otherwise invest in, securities to any person in the United States, Australia, Canada, Japan or in any jurisdiction to 
whom or in which such offer or solicitation is unlawful. The securities referred to herein may not be offered or sold 
in the United States unless registered under the United States Securities Act of 1933, as amended (the "Securities 
Act") or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. 
The proposed offer and sale of securities referred to herein has not been and will not be registered under the 
Securities Act or under the applicable securities laws of Australia, Canada or Japan. Subject to certain exceptions, 
the securities referred to herein 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 
securities referred to herein in the United States, Australia, Canada, Japan, or elsewhere. 
In any member state of the European Economic Area, this announcement and any offer if made subsequently is, and will 
be, directed only at persons who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/ 
1129 and amendments thereto. 
In the United Kingdom, this announcement is only being distributed to and is directed at "qualified investors" within 
the meaning of Article 2(e) of Regulation (EU) 2017/1129, as it forms part of domestic law in the United Kingdom by 
virtue of the European Union (Withdrawal) Act 2018, (a) having professional experience in matters relating to 
investments falling within Article 19(5) of the Financial Services and Markets Act (Financial Promotion) Order 2005, as 
amended (the "Order"); (b) who are high net worth entities described in Article 49(2) (a) to (d) of the Order; or (c) 
other persons to whom they may lawfully be communicated (all such persons together being referred to as "Relevant 
Persons"). Any investment or investment activity to which this announcement relates will only be available to and will 
only be engaged in with Relevant Persons. Any person who is not a Relevant Person should not act or rely on this 
announcement or any of its contents. 
Information contained herein is not a public offer or advertisement of securities referred to herein in the Russian 
Federation, and is not an offer to sell, or an invitation to make offers to purchase, any securities in the Russian 
Federation, except to the extent permitted under Russian law. Neither the securities referred to herein nor any 
prospectus or other document relating to them have been, or are intended to be, registered with the Bank of Russia. 
Therefore, "public placement" of the securities mentioned herein in the Russian Federation is prohibited. 
This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These 
forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", 
"estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, 
their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, 
future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any 
forward-looking statements reflect the Company's current view with respect to future events and are subject to risks 
relating to future events and other risks, uncertainties and assumptions relating to the Company's business, results of 
operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as 
of the date they are made. 
Each of the Company, Citigroup Global Markets Limited ("Citigroup"), J.P. Morgan Securities plc ("J.P. Morgan"), 
Merrill Lynch International ("BofA Securities"), Morgan Stanley & Co. International plc ("Morgan Stanley"), VTB Capital 
plc ("VTB Capital"), the selling shareholders participating in the Offering (the "Selling Shareholders") and their 
respective affiliates as defined under Rule 501(b) of Regulation D of the Securities Act ("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, and the distribution of this 
announcement shall not be deemed to be any form of commitment on the part of the Selling Shareholders to proceed with 
the Offer or any transaction or arrangement referred to therein. 
None of BofA Securities, Citigroup, J.P. Morgan, Morgan Stanley, VTB Capital, the Selling Shareholders or any of their 
respective affiliates or any of their or their affiliates' directors, officers, employees, advisers or agents accepts 
any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the 
truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted 
from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, 
whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss 
howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. 
Accordingly, each of BofA Securities, Citigroup, J.P. Morgan, Morgan Stanley, VTB Capital, the Selling Shareholders, 
and any of their respective affiliates and any of their or their affiliates' directors, officers, employees, advisers 
or agents expressly disclaims, to the fullest extent possible, any and all liability whatsoever for any loss howsoever 
arising from, or in reliance upon, the whole or any part of the contents of this announcement, whether in tort, 
contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise 
arising in connection therewith. 
Each of BofA Securities, Citigroup, J.P. Morgan, Morgan Stanley and VTB Capital is acting exclusively for the Company 
and no-one else in connection with the proposed Offer. They will not regard any other person as their respective 
clients in relation to the proposed Offer and will not be responsible to anyone other than the Company for providing 
the protections afforded to their respective clients, nor for providing advice in relation to the proposed Offer, the 
contents of this announcement or any transaction, arrangement or other matter referred to herein. Each of BofA 
Securities, Citigroup, J.P. Morgan, Morgan Stanley and VTB Capital is authorised by the Prudential Regulation Authority 
and regulated by the Prudential Regulation Authority and the Financial Conduct Authority in the United Kingdom. 
In connection with the Offer, BofA Securities, Citigroup, J.P. Morgan, Morgan Stanley and VTB Capital and any of their 
respective affiliates, may take up a portion of the GDRSs as a principal position and in that capacity may retain, 
purchase, sell, offer to sell or otherwise deal for their own accounts in such GDRs and other securities of the Company 
or related investments in connection with the Offer or otherwise. Accordingly, references in the Prospectus to the GDRs 
being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or 
offer to, or subscription, acquisition, placing or dealing by BofA Securities, Citigroup, J.P. Morgan, Morgan Stanley 
and VTB Capital and any of their respective affiliates acting in such capacity. In addition, BofA Securities, 
Citigroup, J.P. Morgan, Morgan Stanley and VTB Capital and any of their respective affiliates may enter into financing 
arrangements (including swaps or contracts for differences) with investors in connection with which they may from time 
to time acquire, hold or dispose of GDRs. None of BofA Securities, Citigroup, J.P. Morgan, Morgan Stanley and VTB 
Capital nor any of their respective affiliates intend to disclose the extent of any such investment or transactions 
otherwise than in accordance with any legal or regulatory obligations to do so. 
In connection with the Offer, Morgan Stanley, as stabilisation manager, or any of its agents, may (but will be under no 
obligation to), to the extent permitted by applicable law, over-allot GDRs or effect other transactions with a view to 
supporting the market price of the GDRs at a level higher than that which might otherwise prevail in the open market. 
Morgan Stanley is not required to enter into such transactions and such transactions may be effected on any stock 
market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period 
commencing on the date of commencement of conditional dealings of the GDRs on the London Stock Exchange and ending no 
later than 30 calendar days thereafter. However, there will be no obligation on Morgan Stanley or any of its agents to 
effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such 
stabilising measures, if commenced, may be discontinued at any time without prior notice. In no event will measures be 
taken to stabilise the market price of the GDRs above the offer price of U.S.USD 9.75 per GDR (the "Offer Price"). Save 
as required by law or regulation, neither Morgan Stanley nor any of its agents intends to disclose the extent of any 
over-allotments made and/or stabilisation transactions conducted in relation to the Offer. 
In connection with the Offer, Morgan Stanley, as stabilisation manager, may, for stabilisation purposes, over-allot 
GDRs up to a maximum of 15% of the total number of GDRs comprised in the Offer. For the purposes of allowing it to 
cover short positions resulting from any such over-allotments and/or from sales of GDRs effected by it during the 
stabilisation period, Morgan Stanley will enter into over-allotment arrangements with certain existing shareholders 
pursuant to which Morgan Stanley may purchase or procure purchasers for additional GDRs up to a maximum of 15% of the 
total number of GDRs comprised in the Offer (the "Over-Allotment GDRs") at the Offer Price. The over-allotment 
arrangements will be exercisable in whole or in part, upon notice by Morgan Stanley, at any time on or before the 30th 
calendar day after the commencement of conditional trading of the GDRs on the London Stock Exchange. Any Over-Allotment 
GDRs made available pursuant to the over-allotment arrangements, including for all dividends and other distributions 
declared, made or paid on the GDRs, will be purchased on the same terms and conditions as the GDRs being issued or sold 
in the Offer. 
Solely for the purposes of the product governance requirements contained within: (a) Regulation (EU) 600/2014 as it 
forms part of domestic law in the United Kingdom by virtue of the EUWA ("U.K. MiFIR"); and (b) the FCA Handbook Product 
Intervention and Product Governance Sourcebook, (together, the "U.K. MiFIR Product Governance Rules"), and disclaiming 
all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of 
U.K. MiFIR) may otherwise have with respect thereto, the GDRs have been subject to a product approval process, which 
has determined that the GDRs are: (i) compatible with an end target market of retail investors and investors who meet 
the criteria of eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and 
professional clients, as defined in U.K. MiFIR; and (ii) eligible for distribution through all distribution channels as 
are permitted by U.K. MiFIR (the "U.K. Target Market Assessment"). Notwithstanding the U.K. Target Market Assessment, 
distributors should note that: the price of the GDRs may decline and investors could lose all or part of their 
investment; the GDRs offer no guaranteed income and no capital protection; and an investment in the GDRs is compatible 
only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with 
an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who 
have sufficient resources to be able to bear any losses that may result therefrom. The U.K. Target Market Assessment is 
without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the 
Offer. Furthermore, it is noted that, notwithstanding the U.K. Target Market Assessment, BofA Securities, Citigroup, 
J.P. Morgan, Morgan Stanley and VTB Capital will only procure investors who meet the criteria of professional clients 
and eligible counterparties for the purposes of the U.K. MiFIR Product Governance Rules. 
For the avoidance of doubt, the U.K. Target Market Assessment does not constitute: (a) an assessment of suitability or 
appropriateness for the purposes of the U.K. MiFIR Product Governance Rules; or (b) a recommendation to any investor or 
group of investors to invest in, or purchase, or take any other action whatsoever with respect to the GDRs. 
Each distributor is responsible for undertaking its own target market assessment in respect of the GDRs and determining 
appropriate distribution channels. 
=---------------------------------------------------------------------------------------------------------------------- 
Category Code: PDI 
TIDM:          FIXP 
LEI Code:      549300EXJV1RPGZNH608 
Sequence No.:  94987 
EQS News ID:   1173623 
 
End of Announcement  EQS News Service 
=------------------------------------------------------------------------------------ 
 

(END) Dow Jones Newswires

March 05, 2021 09:47 ET (14:47 GMT)