30 Apr 2019 08:09
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR FROM ANY RESTRICTED JURISDICTION OR WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF ANY SUCH JURISDICTION
FOR IMMEDIATE RELEASE
30 April 2019
PROPOSED CASH OFFER
for
LENTA LTD.
by
SEVERGROUP LLC
OFFER DOCUMENT AVAILABLE
Background
On 1 April, Severgroup LLC ("Severgroup") announced it had agreed to acquire from Luna Inc. ("Luna") 166,383,595 Lenta GDRs, representing 33,276,719 Lenta Shares and approximately 34.44 per cent. of the issued and outstanding voting shares in Lenta Ltd. ("Lenta") (excluding treasury shares) as of 1 April 2019 and separately agreed to acquire from the European Bank for Reconstruction and Development ("EBRD") 36,076,870 Lenta GDRs, representing 7,215,374 Lenta Shares and approximately 7.47 per cent. of the issued and outstanding voting shares in Lenta (excluding treasury shares) as of 1 April 2019, in each case at a price of US$ 3.60 per Lenta GDR and on and subject to the terms and conditions of separate conditional share purchase agreements each dated 1 April 2019.
Severgroup also announced its intention to make a cash offer (as required by Regulation 5.8 of the Lenta Articles) to acquire all of the issued and to be issued shares of Lenta and all of the Lenta GDRs (excluding treasury shares) (the "Offer") from the holders thereof (the "Lenta Securityholders"), subject to (a) all conditions to completion of the sale and purchase of the Lenta GDRs contemplated by the conditional share purchase agreement dated 1 April between Severgroup and Luna (the "Luna SPA") having been satisfied or waived (and the Luna SPA having not been terminated), and (b) the process for completion and settlement under the Luna SPA having commenced, in each case in accordance with the terms of the Luna SPA (the "Pre-Condition"),
Satisfaction of Pre-Condition and publication of the Offer Document
Severgroup is pleased to announce that the Pre-Condition is satisfied today, and accordingly, the offer document containing the full terms and conditions of the Offer (the "Offer Document"), together with the related Form of Acceptance, is being made available today.
The Offer will remain open for acceptance until 1.00 p.m. (London time) on 21 May 2019 (or such later time(s) or date(s) as set out in the Offer Document). The Offer is not subject to any conditions and, in particular, is not conditional upon Severgroup achieving any particular level of acceptances under the Offer.
The procedure for acceptance is set out in page 6 to 10 of the Offer Document.
A copy of the Offer Document will be made available on request from the Tender Agent at citiexchanges@citi.com, and is available on Lenta's website at www.lentainvestor.com/en/investors, in each case subject to certain restrictions relating to persons resident in Restricted Jurisdictions. For the avoidance of doubt, the contents of that website are not incorporated into and do not form part of this announcement.
Capitalised terms used but not otherwise defined in this announcement have the meanings given to them in the Offer Document.
Enquiries:
Severgroup
Anastasia Mishanina Tel: +7 495 926-77-66
Email: anastasia.mishanina@severgroup.ru
Lenta
Albert Avetikov Tel: +7 812 363-28-44
Email: albert.avetikov@lenta.com
Citigroup Global Markets Limited (Financial Adviser to Severgroup)
Irackly Mtibelishvily Tel. +7 495 258 5146
Email: irackly.mtibelishvily@citi.com
Sergey Kurdyukov Tel. +7 495 258 5127
Email: sergey.kurdyukov@citi.com
J.P. Morgan (Financial Adviser to Lenta)
Toby Radford Tel. +44 20 7134 7066
Email: toby.radford@jpmorgan.com
Vladimir Blinov Tel. +7 495 937 7310
Email: vladimir.e.blinov@jpmorgan.com
Further information
This announcement is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of securities of Lenta in any jurisdiction in contravention of applicable law. The Offer is being made solely by means of the Offer Document, which contains the full terms of the Offer including details of how it may be accepted. Further details on how eligible Lenta Securityholders can accept the Offer are set out in the Offer Document.
Please be aware that addresses, electronic addresses and certain other information provided by Lenta Securityholders and other relevant persons for the receipt of communications from Lenta may be provided to Severgroup during the Offer Period.
Citigroup Global Markets Limited ("Citi"), which is authorised by the PRA and regulated by the PRA and the FCA in the UK, is acting exclusively as financial adviser to Severgroup and no one else in connection with the Offer and the subject matter of this announcement, and shall not be responsible to anyone other than Severgroup for providing the protections afforded to clients of Citi, or for providing advice in connection with the Offer and the subject matter of this announcement. Neither Citi nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Citi in connection with this announcement, any statement contained herein or otherwise.
J.P. Morgan Securities plc ("J.P. Morgan"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively as financial adviser to Lenta and no one else in connection with the Offer and will not regard any other person as its client in relation to the Offer and will not be responsible to anyone other than Lenta for providing the protections afforded to clients of J.P. Morgan or its affiliates, or for providing advice in relation to the Offer or any other matter referred to in this announcement.
The City Code on Takeovers and Mergers
Lenta is incorporated under the laws of the British Virgin Islands and, as such, is not subject to the jurisdiction of the City Code or any equivalent takeover regulations. Lenta has incorporated certain takeover-related provisions into its articles of association but these do not provide Lenta Securityholders with the protections offered by the City Code, and enforcement of such provisions is the responsibility of Lenta, not the UK Takeover Panel. Accordingly, Lenta Securityholders are reminded that the UK Takeover Panel does not have responsibility for ensuring compliance of the Offer with the City Code and is not able to answer queries in that regard. The Lenta Board has full power, authority and discretion to interpret the takeover-related provisions in the Lenta Articles and to waive, in whole or in part, compliance with the same and in doing so will (unless it reasonably resolves otherwise in light of the relevant prevailing facts and circumstances) have reference to the precedent practice of the UK Takeover Panel. See further in paragraph 6 of Part I of the Offer Document.
Overseas jurisdictions
The availability of the Offer to Lenta Securityholders who are not resident in and citizens of the UK, Russia or the United States may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Lenta Securityholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.
The release, publication or distribution of this announcement in or into jurisdictions other than the UK, Russia or the United States may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK, Russia or the United States should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. As this announcement has been prepared for the purposes of complying with BVI law and the Lenta Articles, the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of the BVI.
The Offer is not being made, directly or indirectly, in, into or from any jurisdiction where to do so would violate the laws in that jurisdiction. Accordingly, copies of this announcement, the Offer Document and any other formal documentation relating to the Offer will not be, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction where to do so would violate the laws of that jurisdiction.
Notice to US Lenta Securityholders
The Offer is being made for the securities of a BVI incorporated company and is subject to disclosure requirements which are different from those of the United States. The financial information included in the Offer Document has been prepared in accordance with International Financial Reporting Standards and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
The Offer is being made in the United States pursuant to an exemption from the US tender offer rules provided by Rule 14d-1(d) under the US Exchange Act. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to offer timetable, settlement procedures and timing of payments, that are different from those applicable under US domestic tender offer procedures and law.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Severgroup or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Lenta Securities outside of the United States, other than pursuant to the Offer, until the date on which the Offer is complete. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required by applicable laws.
The receipt of cash pursuant to the Offer by a US Lenta Securityholder will likely be a taxable transaction for US federal income tax purposes and under applicable state and local, as well as foreign and other, tax laws. Each holder of Lenta Securities is urged to consult his or her independent professional advisor immediately regarding the tax consequences of acceptance of the Offer.
It may be difficult for US Lenta Securityholders to enforce their rights and any claim arising out of US federal securities laws, since Severgroup and Lenta are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. US Lenta Securityholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.
Notice to persons resident or located in Russia
Distribution of this announcement does not constitute an offer ("oferta") pursuant to Russian law and does not constitute a placement and/or public circulation of securities or other financial instruments in the Russian Federation.
The Lenta Shares have not been registered in the Russian Federation and have not been, and are not intended to be, admitted to "placement" and/or "public placement" and/or "public circulation" in the Russian Federation. Accordingly, this announcement and the information contained in it is not an offer, or an invitation to make offers, sell, purchase, exchange or transfer Lenta Shares in the Russian Federation and does not purport to constitute an advertisement of Lenta Shares in the Russian Federation. Information regarding Lenta Shares contained in this announcement is not intended for any persons in the Russian Federation who are not "qualified investors" (as defined under Russian law). Any sale or transfer of Lenta Shares and other Lenta Securities in the territory of the Russian Federation will be subject to the requirements and restrictions set forth by Russian law, including Russian currency control laws, as discussed below.
Russian Residents are permitted by Russian currency control laws to tender their Lenta GDRs under the Offer only if (i) the transfer of such Lenta GDRs to Severgroup is recorded with an entity or entities licensed to provide depositary services in Russia and (ii) payment by Severgroup for such Lenta GDRs is made in Russian Roubles. As Lenta Shares are currently not eligible for depositing with Russian Depositaries, no Offer is or will be made in respect of the Lenta Shares to Lenta Shareholders who qualify as Russian Residents, whether or not such Lenta Shareholders qualify as "qualified investors" for the purposes of Russian securities market laws. The terms of the Offer will not restrict those Lenta Shareholders from depositing relevant Lenta Shares in accordance with the Deposit Agreement and tendering the Lenta GDRs representing those Lenta Shares under the Offer. Lenta GDRs tendered by Russian Residents under the Offer will have to be delivered from the securities accounts of the tendering Lenta Securityholders with a Russian Depositary to the Depo Account of Severgroup with Algorithm. Such tendering Lenta Securityholders will be paid in Russian Roubles in accordance with the procedure and at the exchange rate set out in this announcement. Such tendering may be subject to fees of a Russian Depositary and/or other related costs, and all Russian Residents are strongly encouraged to consult with their Russian Depositaries individually in advance.
Forward-looking statements
This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Offer, and other information published by Severgroup and Lenta contain statements which are, or may be deemed to be, "forward-looking statements" including for the purposes of the US Private Securities Litigation Reform Act of 1995. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Severgroup and Lenta about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. The forward-looking statements contained in this announcement include statements relating to the expected effects of the Offer on Severgroup and Lenta, the expected timing and scope of the Offer and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although Severgroup and Lenta each believe that the expectations reflected in its respective forward-looking statements are reasonable, Severgroup and Lenta can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither Severgroup nor Lenta, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place undue reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations, neither Severgroup nor Lenta is under any obligation, and Severgroup and Lenta expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise
No profit forecasts or quantified benefits statement
No statement in this announcement is intended as a profit forecast, profit estimate or quantified benefits statement and no statement in this announcement should be interpreted to mean that earnings per Lenta Security for the current or future financial years would necessarily match or exceed the respective historical published earnings per Lenta Security or to mean that the enlarged group's earnings in the first 12 months following the Offer, or in any subsequent period, would necessarily match or be greater than those of Lenta for the relevant preceding financial period or any other period.