AFRB.L Regulatory News (AFRB)

Not for release, publication or distribution (in whole or in part, directly or indirectly) in, into or from the United States of America, Canada, Australia, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

19 November 2019

cash offerS (the "Offers")

for

AFI Development Plc ("AFI Development Plc" or the "Company")

by

FLOTONIC LIMITED ("Flotonic" or the "Offeror")

POSTING OF OFFER DOCUMENT

Posting of Offer Document

The board of AFI Development Plc and the board of Flotonic announce that the Offer Document containing the full terms and conditions of Flotonic's offer to acquire (a) all of the A Ordinary Share capital of the Company not already owned by the Offeror (including A Ordinary Shares represented by GDRs, each GDR representing one A Ordinary Share); and (b) all of the B Ordinary Share capital of the Company not already owned by the Offeror (the "Offers") (the "Offer Document"), together with Form(s) of Acceptance, have today been published and posted to the Security Holders.

Capitalised terms in this announcement ("Announcement"), unless otherwise defined, have the same meanings as set out in the Offer Document.

Copies of this Announcement, the Offer Document and the Form(s) of Acceptance will be available free of charge (subject to certain restrictions relating to persons in Restricted Jurisdictions) on the Company's website at https://www.afi-development.com/en/ until the end of the Offer Period. No other information contained in the Company's website is incorporated by reference into this document.

Offers

As previously announced, under the terms of the Offers, which are subject to further terms and conditions set out in the Offer Document, and in respect of the Shares held in certificated form, the Form(s) of Acceptance, the Offeror is offering to acquire all of the remaining issued and to be issued share capital of AFI Development Plc not currently owned by Flotonic on the following basis:

(i) Under the terms of the A Share Offer, holders of the A Ordinary Shares are entitled to receive US$ 0.300 in cash for each A Ordinary Share (including A Ordinary Shares represented by GDRs, each GDR representing one A Ordinary Share);

and

(ii) Under the terms of the B Share Offer, holders of the B Ordinary Shares are entitled to receive US$ 0.300 in cash for each B Ordinary Share.

The Offers, in aggregate, value the fully diluted existing issued ordinary share capital of the Company at approximately US$314 million at the Offer Price.

Financing the Offers

The consideration payable under the Offers is being financed in full under a term facility entered into between VTB Bank and the Offeror (the "Facility"). The Facility may be drawn in US$ for the purpose of financing the Offers and for funding any payments to be made in respect of a compulsory acquisition of Securities. The Facility has a term of 24 months.

Conditions to utilisation of the Facility include that the Offers must have been declared unconditional, all necessary regulatory approvals have been obtained, there is no continuing major default, all material representations are correct in all material respects and relevant security documentation, including certain pledges required by VTB Bank, are in place. The Offeror confirms that these security documents and pledges are in place at the date of this document, save for the pledge over the Company Shares to be owned or controlled by the Offeror which the parties are obliged to enter into in due course. The Facility permits, in certain circumstances, utilisations to be made for the payment of ancillary services provided in connection with the Offers and any payments to be made in respect of a compulsory acquisition.

The Offeror confirms that there are sufficient cash resources available to the Offeror to enable it to satisfy, in full, the cash consideration payable to the Independent A Security Holders and the Independent B Shareholders under the terms of the Offers. It is estimated that full acceptance of the Offers would require the payment by the Offeror of approximately US$110.4 million excluding any financing costs and transaction fees and expenses.

Timetable and action to be taken

The Offers will remain open for acceptance until 1.00 p.m. (London time) on 19 December 2019.

If you are a DI Holder (that is, you hold B Shares in uncertificated form in CREST), to accept the B Share Offer you should follow the procedures for Electronic Acceptance set out in the Offer Document so that relevant TTE Instruction settles soon as possible and, in any event no later than 1.00 p.m. (London time) on 19 December 2019. If you hold your DIs as a CREST sponsored member, you should refer to your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE instruction to the relevant Clearing System. Further details are set out in the Offer Document.

If you are a Registered Holder (that is, you hold your Shares in certificated form and not in CREST), to accept the Relevant Offer, complete the applicable Form(s) of Acceptance in accordance with the procedures set out in the Offer Document and return the completed Form(s) of Acceptance (along with any share certificates and/or other appropriate documents of title) by post or by hand (during normal business hours only) to the Receiving Agent at Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, BN99 6DA as soon as possible and, in any event, so as to be received no later than 1.00 p.m. (London time) on 19 December 2019. Further details are set out in the Offer Document.

If you are a GDR Holder (subject to the A Share Offer), you should instruct your broker or other securities intermediary through which you hold GDRs to instruct Clearstream or Euroclear, as applicable, to block your GDRs in your account for the purpose of tendering in the A Share Offer. Each Clearing System and their respective direct and indirect participants will set their own cut-off dates and times to receive instructions to tender, so you should contact your broker or other securities intermediary to find out the cut-off date and time that applies to you. Further details are set out in the Offer Document.

You may request a hard copy of the Offer Document (and/or any information incorporated into it by reference from another source), by contacting the Receiving Agent, Equiniti Limited on 0333 207 6381 (from within the United Kingdom) or on +44 121 415 0953 (if calling from outside the United Kingdom). Lines are open 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (excluding UK public holidays). Calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice.

Enquiries

VTB Capital plc ("VTBC"), which is authorised and regulated by the FCA and the Prudential Regulation Authority in the UK, is acting exclusively for the Offeror Group and no-one else in connection with the Offers and this Announcement, and will not be responsible to anyone other than the Offeror Group for providing the protections afforded to clients of VTBC nor for providing advice in connection with the Offers or this Announcement or any matter referred to herein.

BDO LLP ("BDO"), which is authorised and regulated in the UK by the FCA, is acting exclusively for the Company and no-one else in connection with the Offers and this Announcement, and will not be responsible to anyone other than the Company for providing the protections afforded to clients of BDO nor for providing advice in connection with the Offers or this Announcement or any matter referred to herein.

Further Information

This Announcement, which does not constitute a prospectus or prospectus equivalent (or document containing information on the transaction and its impact on the issuer for the purposes of the Prospectus Regulation Rules), is for information purposes only and is not intended to, and does not constitute, or form part of an invitation or offer to sell or to purchase, or otherwise subscribe for or acquire, or to sell or otherwise dispose of any securities, or the solicitation of an offer to purchase or subscribe for any securities, or any solicitation of any vote of approval in any jurisdiction pursuant to the Offers or otherwise.

The full terms and conditions of the Offers (including details of how the Offers may be accepted, or in the case of eligible GDR Holders (where relevant), to instruct the GDR Depositary to accept the A Share Offer on their behalf) will be set out in the Offer Document and the documentation accompanying the Offer Document, which in the case of Certificated Shares, includes the related Form(s) of Acceptance. The Offers shall be made solely through the Offer Document and the documentation accompanying the Offer Document, which in the case of Certificated Shares, includes the relevant Form(s) of Acceptance, and any acceptance of the Offers should be made only on the basis of the information contained in the Offer Document and, in the case of Certificated Shares, the relevant Form(s) of Acceptance. Further details of how eligible holders of GDRs can accept the A Share Offer will be set out in the Offer Document.

In accordance with, and to the extent permitted by Cypriot Law and normal UK market practice and pursuant to Rule 14e-5(b)(12) under the U.S. Securities Exchange Act of 1934, the Offeror or its nominees or brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, Securities, outside the United States, otherwise than pursuant to the Offers, before or during the period in which the Offers remain open for acceptance, such as in open market at prevailing prices or privately negotiated purchases at negotiated prices. Such purchases, or arrangements to purchase, will comply with all applicable UK and Cypriot rules, including the rules of the London Stock Exchange and the Financial Conduct Authority, to the extent applicable.

The availability of the Offers and the release and/or distribution of this Announcement in or into jurisdictions other than the UK or the Republic of Cyprus may be restricted by the laws and regulations of those jurisdictions and therefore persons who are not resident in the UK or the Republic of Cyprus into whose possession this Announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.

The Offers are not intended to be made, directly or indirectly, in, into or from any Restricted Jurisdiction and the Offers will not be capable of acceptance from or within any Restricted Jurisdiction. Accordingly, copies of this Announcement are not being and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction, and persons receiving this Announcement (including custodians, nominees and trustees) must not mail or otherwise distribute or send it in, into or from such Restricted Jurisdictions as doing so may invalidate any purported acceptance of the Offers.

This Announcement is not an offer of securities for sale in the United States, Canada, Australia or Japan or in any other jurisdiction in which such an offer is unlawful.

Neither the Securities and Exchange Commission in the United States nor any state securities commission in the United States has reviewed, approved or disapproved this Announcement or any of the proposals contained in this Announcement.

Overseas Security Holders

Unless otherwise determined by the Offeror, the Offers will not be made, directly or indirectly, in or into, or by the use of mail or by any other means or instrumentally (including, without limitation, by any means of telephone, facsimile, telex, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any Restricted Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction. Accordingly, unless otherwise determined by the Offeror, the Offers (and any documentation relating thereto) will not be, and must not be, directly or indirectly, mailed or otherwise forwarded, transmitted, distributed, sent or accessed in or into or from (whether by issue of the mail or by any other means or instrumentally (including, without limitation, by any means of telephone, facsimile, telex, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any Restricted Jurisdiction and persons receiving this Announcement (including without limitation custodians, nominees and trustees) should observe these restrictions and must not mail or otherwise forward, transmit, distribute or send it in or into or from Canada, Australia or Japan or any other Restricted Jurisdiction as doing so may render invalid any purported acceptance of the Offers.

The availability of the Offers or the distribution of this Announcement to Security Holders who are not resident in the Republic of Cyprus or, the UK may be restricted by the laws of the relevant jurisdiction in which they are located or of which they are citizens. Such persons should inform themselves of, and observe, all applicable legal and regulatory requirements of their jurisdictions. Any failure to comply with the requirements of such jurisdictions may constitute a violation of the securities laws of such jurisdictions. Further details in relation to Overseas Security Holders will be contained in the Offer Document.

The Offers, which are open to Overseas Security Holders, subject to the restrictions contained herein, will be subject (to the extent applicable) to the laws of England and the Republic of Cyprus. It is important for Overseas Security Holders to be aware that this document is subject (to the extent applicable) to disclosure regulations in the United Kingdom and disclosure and takeover law and regulations in the Republic of Cyprus that are different from those in the jurisdictions of the Overseas Security Holders. In addition, Overseas Security Holders should be aware that this document has been prepared in accordance with English and Cypriot format and style, which differs from the format and style that might have been used in their jurisdiction.

Overseas Security Holders should note that this document has been prepared for the purposes of complying with all applicable provisions of Cypriot Law and the information disclosed in this Offer Document may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws and regulations of jurisdictions outside the Republic of Cyprus.

Notices to US Investors

NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ("SEC") NOR ANY U.S. STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED OF THESE OFFERS, PASSED UPON THE FAIRNESS OR MERITS OF THIS ANNOUNCEMENT OR DETERMINED WHETHER THIS ANNOUNCEMENT IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

The Offers, which are open to Security Holders in the United States, will be subject to the laws of England and the Republic of Cyprus. It is important for Security Holders in the United States to be aware that this document is subject to disclosure regulations in the UK and disclosure and takeover law and regulations in the Republic of Cyprus that are different from those in the United States. In addition, U.S. Securities Holders should be aware that this document has been prepared in accordance with English and Cypriot format and style, which differs from the U.S. format and style. In particular the financial information prepared by the Company has been prepared in accordance with international financial reporting standards, and this may not be comparable to financial information of U.S. companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

As applicable, the Offeror will comply with regulation 14e under the U.S. Securities Exchange Act of 1934, as amended, subject to any exemption of partial exemption which it may determine is applicable prior to commencing the Offers. It may be difficult to enforce any rights and any claim arising under the U.S. federal securities laws since the Offeror and the Company are located in non-U.S. jurisdictions and some or all of their officers or directors may be residents of non-U.S. jurisdictions. Therefore, it may not be possible to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgment.

Notice to persons resident or located in Russia 

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS ADDRESSED EXCLUSIVELY TO THE HOLDERS OF B ORDINARY SHARES OR THE A SECURITIES OF THE COMPANY. NEITHER THIS ANNOUNCEMENT NOR THE OFFERS DESCRIBED HEREIN NOR ANY INFORMATION CONTAINED HEREIN CONSTITUTE AN OFFER PURSUANT TO RUSSIAN LAW, OR AN ADVERTISEMENT, OR AN OFFER OF SECURITIES TO AN UNLIMITED NUMBER OF PERSONS WITHIN OR OUTSIDE THE TERRITORY OF THE RUSSIAN FEDERATION. NEITHER THIS ANNOUNCEMENT NOR THE OFFERS DESCRIBED HEREIN CONSTITUTE OR ARE INTENDED FOR PLACEMENT OR CIRCULATION OF SECURITIES OF FOREIGN ISSUERS IN THE RUSSIAN FEDERATION. NEITHER THE B ORDINARY SHARES OR THE A SECURITIES OF THE COMPANY, TO WHICH THE OFFERS RELATE, ARE REGISTERED IN THE RUSSIAN FEDERATION OR ADMITTED TO PLACEMENT, PUBLIC PLACEMENT OR PUBLIC CIRCULATION IN THE RUSSIAN FEDERATION IN ACCORDANCE WITH ARTICLE 51.1 OF RUSSIAN FEDERAL LAW DATED 22 APRIL, 1996 NO. 39 FZ "ON THE SECURITIES MARKET" (AS AMENDED)

Notice to persons resident or located in Israel

FOR THE AVOIDANCE OF DOUBT IT IS HEREBY CLARIFIED, THAT SINCE THE SECURITIES OF THE COMPANY ARE NOT LISTED ON A STOCK EXCHANGE IN ISRAEL, THE OFFERS SHALL NOT CONSTITUTE AN OFFER PURSUANT TO THE ISRAELI SECURITIES LAW AND CONSEQUENTLY THE PROVISIONS OF THE ISRAELI SECURITIES REGULATIONS (TENDER OFFER) 2000 OR OTHER PROVISIONS OF ISRAELI SECURITIES LAW, WILL NOT APPLY TO THE OFFERS.

No Profit Forecast or Estimates

Nothing in this Announcement is intended to be, or is to be construed as, a profit forecast or to be interpreted to mean that earnings per B Ordinary Share, A Ordinary Share or GDR for the current or future financial years, will necessarily match or exceed the historical published earnings per B Ordinary Share, A Ordinary Share or GDR.

Other

As Flotonic already has "control" of the Company, the Offers do not have "as their objective, the acquisition of control of the offeree company in accordance with national law". In addition, the Company is registered in the Republic of Cyprus. As such the Offers are not subject to the City Code on Takeovers and Mergers. Accordingly, the Offers will not be subject to the jurisdiction of, and are not being regulated or reviewed by, the Panel on Takeovers and Mergers ("Panel") and the Panel does not have any responsibility, in relation to the Company, for ensuring compliance with the Code and is not able to answer any Security Holder's queries.

Further, since the Company has its registered office in the Republic of Cyprus and the B Ordinary Shares and the GDRs are listed on a regulated market in the United Kingdom, the Cypriot Takeover Law applies only in respect of the matters referred to in section 4(4)(b)(ii) of the same law, namely matters relating to the information to be provided to the employees of the Company, the percentage of voting rights necessary for the acquisition of control and exceptions from the obligation to launch a bid as well as the conditions under which the board of the Company may undertake any action capable of cancelling the bid. As such, this document has not been approved by CySec.