X5 Retail Regulatory News (FIVE)

6 May 2008 07:01

X5 Retail Group N.V.06 May 2008 Not for release, publication or distribution in Australia, Canada, the Hong Kong Special Administrative Region of the People's Republic of China, Japan, South Africa or the United States. X5 RETAIL GROUP N.V. ANNOUNCES SUCCESSFUL CLOSING OF RIGHTS OFFERING SUBSCRIPTION PERIOD AND LAUNCH OF RUMP OFFERING Amsterdam, 6 May 2008 - X5 Retail Group N.V. (the "Company"), Russia's largestfood retailer in terms of revenue (LSE ticker: "FIVE"), today announces theresults of the offering of rights to acquire Global Depositary Receipts ("GDRs")(the "Offering") and the opening of the offering of 1,684,704 unsubscribed GDRs(the "Rump Offering") and up to 3,769,113 GDRs of the Company's Treasury Stock. • Rights to acquire a total of 46,421,996 GDRs have beenexercised by existing shareholders out of a possible 48,106,700 GDRs,representing 96.5% of the number of GDRs available in the Offering. The rightstake up includes the rights exercised by Alfa Group and certain members of theCompany's management, including the Company's CEO Lev Khasis, pursuant toirrevocable commitments. The unsubscribed portion of the Offering (3.5%)includes the Company's own rights entitlement of 1.74% of the Offering (pro-ratato its Treasury Stock of 3,769,113 million GDRs held by a subsidiary), asneither the Company nor its subsidiary were eligible to participate in theOffering with respect to the Treasury Stock in accordance with the Dutch law.Settlement of the GDRs subscribed for during the Offering will take place on 7May 2008. • A total of 1,684,704 GDRs, which were not subscribed for inthe Offering, will be offered for sale by the Underwriters in the Rump Offering,which will be launched today. The price of the GDRs to be sold through the RumpOffering will be determined through a process of book-building based on theprevailing market price. Settlement of the GDRs in the Rump Offering isexpected to take place on 9 May 2008. • If the Rump Offering is executed at a price higher than USD21.37 per GDR (the "rights subscription price"), the proceeds resulting from thedifference between the Rump Offering price and the rights subscription price(net of certain expenses) will be paid to certain GDR holders pro-rata on thebasis of unsubscribed GDRs. GDR holders who will be entitled to this excesspayment are those who chose not to participate or who were not eligible toparticipate in the Offering and GDR holders who subscribed for only a portion oftheir GDR entitlement. • Depending on investor demand in the Rump Offering the Companymay choose to sell up to 3,769,113 million GDRs of its Treasury Stock inconjunction with the Rump Offering. In such case, the Treasury Stock will beplaced by the Joint Bookrunners in the same manner and at the same price as theGDRs being placed in the Rump Offering, which will enable the Company togenerate additional proceeds. • The Company intends to use the proceeds of the Offering tofund the cash portion of the purchase price for Formata Holding B.V., the ownerof the Karusel hypermarket chain ("Karusel"), and associated rebranding,restyling and integration costs. • Citi and Goldman Sachs International are Joint GlobalCoordinators of the Offering. Alfa Capital Markets, Citi and Goldman SachsInternational are Joint Bookrunners and Underwriters. BNP PARIBAS, CommerzbankCorporates & Markets, ING and Raiffeisen Centrobank are Co-Lead Managers. Commenting on today's announcement, Lev Khasis, Chief Executive Officer of X5Retail Group N.V., said: "We are delighted at the high level of participation by our shareholders in therights offering and appreciate their support for our strategy and theacquisition of Karusel hypermarket chain." Evgeny Kornilov, Chief Financial Officer of X5 Retail Group N.V., added: "The results of the offering demonstrate that the chosen financing structure wasvery well received by the market as it ensured that existing shareholders havethe ability to benefit from X5's growth story and secured the required financingfor the Company to complete the acquisition of Karusel." - Ends - Note to Editors: X5 Retail Group N.V. is Russia's largest food retailer in terms of sales. TheCompany was created as a result of a merger between Pyaterochka (soft discounterchain) and Perekrestok (supermarket chain) on 18 May 2006. As at 31 March 2008, X5 had 731 Company managed soft discount stores located inMoscow (321), St. Petersburg (249) and other Russian areas (161), 183 Companymanaged supermarkets across Central Russia and Ukraine, including 108 stores inMoscow (Moscow region and Yaroslavl region), and 16 Company managedhypermarkets. As at 31 March 2008, X5's franchisees operated 711 stores across Russia andKazakhstan. X5's net sales for the full year 2007 reached USD 5,320 mln, an increase of 53%year-on-year. Gross profit for the period totaled USD 1,404 mln, EBITDAamounted to USD 479 mln. Full year 2007 net income reached USD 144 mln. X5Retail Group N.V.'s net retail sales for the first quarter 2008 increased 61%year-on-year in USD terms and reached USD 1,775 mln. As a result of the Offering, X5's share capital increased from 54,120,038 to66,146,713 issued ordinary shares. That is equal to 264,586,852 GDRs, including3,769,113 GDRs currently held by the Company as Treasury Stock. For further details please contact Anna Kareva Elena CherkalovaIR Director PR ManagerTel.: +7 (495) 980-2729, ext. 22 162 Tel.: +7 (495) 950-5577e-mail: anna.kareva@x5.ru e-mail: elena.cherkalova@x5.ru Important Disclaimers This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identifiedby the fact that they do not only relate to historical or current events.Forward-looking statements often use words such as" anticipate", "target", "expect", "estimate", "intend", "expected", "plan", "goal" believe", or otherwords of similar meaning. By their nature, forward-looking statements involve risk and uncertainty becausethey relate to future events and circumstances, a number of which are beyond X5Retail Group N.V.'s control. As a result, actual future results may differmaterially from the plans, goals and expectations set out in theseforward-looking statements. Any forward-looking statements made by or on behalf of X5 Retail Group N.V.speak only as at the date of this announcement. Save as required by anyapplicable laws or regulations, X5 Retail Group N.V. undertakes no obligationpublicly to release the results of any revisions to any forward-lookingstatements in this document that may occur due to any change in its expectationsor to reflect events or circumstances after the date of this document. *** This document is an advertisement for the purposes of applicable measuresimplementing Directive 2003/71/EC (such Directive, together with any applicableimplementing measures in the relevant home Member State under such Directive,the "Prospectus Directive"). A prospectus prepared pursuant to the ProspectusDirective will be published, which, when published, can be obtained from(www.londonstockexchange.co.uk). These materials are not an offer for sale of securities in the United States.Securities may not be offered or sold in the United States absent registrationwith the United States Securities and Exchange Commission or an exemption fromregistration under the U.S. Securities Act of 1933, as amended. X5 Retail GroupN.V. has not registered, and does not intend to register any portion of anyoffering in the United States and does not intend to conduct a public offeringof GDRs in the United States. In any EEA Member State that has implemented the "Prospectus Directive, thiscommunication is only addressed to and is only directed at qualified investorsin that Member State within the meaning of the Prospectus Directive. This communication is only being distributed to and is only directed at (i)persons who are outside the United Kingdom or (ii) investment professionalsfalling within Article 19(5) of the Financial Services and Markets Act 2000(Financial Promotion) Order 2005 (the "Order") or (iii) high net worthcompanies, and other persons to whom it may lawfully be communicated, fallingwithin Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and(iii) above together being referred to as "relevant persons"). GDRs are onlyavailable to, and any invitation, offer or agreement to subscribe, purchase orotherwise acquire such GDRs will be engaged in only with, relevant persons. Anyperson who is not a relevant person should not act or rely on this document orany of its contents. This document is not a public offer or advertisement of securities in theRussian Federation, and is not an offer, or an invitation to make offers, topurchase, sell, exchange or transfer any securities in the Russian Federation orto or for the benefit of any Russian person or entity. Information contained inthis document is not an offer, or an invitation to make offers, sell, purchase,exchange or transfer any securities in the Russian Federation or to or for thebenefit of any Russian person, and does not constitute an advertisement of anysecurities in the Russian Federation. The securities of X5 Retail Group N.V.have not been and will not be registered in Russia and are not intended for "placement" or "circulation" in Russia. This information is provided by RNS The company news service from the London Stock Exchange