Launch of offering of up to 184,750,001 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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN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 - 1 September 2020 - Sistema PJSFC ("Sistema") (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 up to 184,750,001 existing shares in PJSC "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 shares in the Company 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.
• Sistema and RCIF intend to fully divest their entire shareholdings in the Company in the Offering.
• Credit Suisse Securities (Europe) Limited, Goldman Sachs International, Sberbank CIB and VTB Capital plc are acting as Joint Global Coordinators and Joint Bookrunners, and Alfa Bank is acting as Joint Bookrunner.

 

Prior to the completion of the Offering, Sistema has 20.38% ownership interest and RCIF has 4.62% ownership interest, respectively, in the Company. Assuming the maximum offering size of 184,750,001 shares are sold, Sistema and RCIF will cease to hold any ownership interest in the Company upon the completion of the Offering.

 

Sistema and RCIF have been released by Joint Bookrunners from the 90-day lock-up undertaking with regards to their shares in the Company imposed upon them in connection with the offering of shares in the Company in June 2020 that would have otherwise expired on 15 September 2020.  If Sistema and / or RCIF retain any shares in the Company which are not sold in the Offering, these shares will be subject to a new 90-day lock-up, subject to certain customary exceptions.

 

While Sistema expects to entirely dispose or substantially reduce its economic interest in the Company in the Offering, the Directors of the Company which are affiliates of Sistema will continue to hold seats on the Board of Directors of the Company (the "Board") immediately following the Offering.  However, it is expected that, following the completion of the Offering, the Board will arrange for the commencement of a search process to identify new Director candidates in order to form a new Board majority led by Independent Directors.  It is expected that a General Meeting of shareholders of the Company will be called no later than the end of Q4 2020 to allow shareholders to vote on the implementation of the Board's nominations as well as nominations submitted by the Company's shareholders, if applicable. If in the course of the search process the Board specifically requests that one or more Sistema's affiliated persons remain on the Board or be newly elected to the Board, Sistema does not intend to restrict or prohibit such person(s) from accepting the election.

Net proceeds from the Offering received by Sistema will be used for general corporate purposes, including debt reduction.

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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:

 

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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.