LNTR.L Regulatory News (LNTR)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE RUSSIAN FEDERATION (UNLESS OTHERWISE PERMITTED UNDER RUSSIAN SECURITIES LAWS) OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.

These materials are not for 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). These materials are not an offer or solicitation to purchase or subscribe for securities in the United States. Securities may not be offered or sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. Lenta Ltd. does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States.

This document is an advertisement and is not a prospectus for the purposes of the Prospectus Directive. A prospectus prepared pursuant to the Prospectus Directive is intended to be published, which, when published, can be obtained from Lenta Ltd. at its registered office. Investors should not subscribe for any securities referred to in this document except on the basis of information contained in the prospectus. The expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in any relevant Member State) and includes any relevant implementing measure in the relevant Member State.

Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA Member State that has implemented the Prospectus Directive is addressed solely to qualified investors (within the meaning of the Prospectus Directive) in that Member State.

Credit Suisse, J.P. Morgan, VTB Capital, Deutsche Bank, UBS Investment Bank and TPG Capital BD, LLC are acting exclusively for the Company and no one else in connection with the Offering and will not regard any other person (whether or not a recipient of this press release) as their client in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their client.

N M Rothschild & Sons Limited, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting for the Company and no one else in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to clients of N M Rothschild & Sons Limited nor for providing advice in relation to the proposed Offering.

This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within 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"). Any securities described herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

Stabilisation/FCA

Information contained herein is not an offer, or an invitation to make offers, to sell, purchase, exchange or otherwise transfer securities in the Russian Federation to or for the benefit of any Russian person or entity, except "qualified investors" (as defined under Russian securities laws) to the extent permitted under Russian securities laws. This document is not an advertisement in connection with the "placement" or "public circulation" (as both terms are defined under Russian securities law) of any securities and securities are not intended for "placement" or "public circulation" in the Russian Federation, in each case unless otherwise permitted under Russian securities laws. Neither securities nor a prospectus relating to such securities has been or will be registered with the Bank of Russia Financial Markets Service.

This document 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. 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.

Subject to its legal and regulatory obligations, neither the Company, nor any of its agents, employees or advisors intends or has any duty or obligation to supplement, amend, update or revise any of the forward looking statements contained in this document to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based.

In no circumstances shall the provision of this document imply that no negative change may occur in the business of the Company after the date of provision of this document, or any date of amendment and/or addition thereto.

For Immediate Release 28 February 2014

LENTA ANNOUNCES PRICING FOR ITS INITIAL PUBLIC OFFERING AT USD 10.0 PER GDR

Lenta Ltd. ("Lenta" or the "Company"), one of the largest retail chains in Russia, today announces the pricing for the initial public offering (the "Offering") of its ordinary shares (the "Shares") in the form of global depositary receipts ("GDRs") to be admitted to trading on the London Stock Exchange and the Moscow Exchange.

· The offer price has been set at USD 10.0 per GDR. Five GDRs will represent an interest in one Share.

· The total size of the Offering is USD 952 million excluding the over-allotment option (and will be USD 1,095 million if the over-allotment option is exercised in full).

· The Offering implies a market capitalisation1 at the commencement of dealings of USD $4.3 billion. 

· The Offering consists of a sale by existing shareholders (other than management and directors) (the "Selling Shareholders") of 95,238,095 GDRs, representing 19,047,619 Shares, or 22.1% of the Company's existing share capital (excluding the over-allotment option described below).

· The Selling Shareholders are:

o TPG Capital (which owns a 49.8% stake, immediately before the Offering) will sell 9,578,970 Shares, representing approximately 11.1% of the Company's share capital2;

o The European Bank for Reconstruction and Development (EBRD) (which owns a 21.5% stake, immediately before the Offering) will sell 4,136,407 Shares, representing approximately 4.8% of the Company's share capital2;

o VTB Capital Private Equity (which owns an 11.7% stake, immediately before the Offering) will sell 2,256,219 Shares, representing approximately 2.6% of the Company's share capital2;

o Other minority shareholders (which, excluding management and directors, collectively own a 15.9% stake, immediately before the Offering) will sell 3,076,023 Shares, representing approximately 3.6% of the Company's share capital2.

· Certain members of senior management and directors of the Company agreed to purchase Shares in an aggregate amount of USD 8.1 million in the Offering.

· The Selling Shareholders have granted the joint bookrunners an over-allotment option to purchase additional GDRs representing up to 15% of the GDRs sold in the Offering at the offer price to cover over-allotments in connection with the Offering.

· Management and directors of the Company who own Shares upon or prior to the IPO have provided customary lock-up arrangements of 365 days, and the Selling Shareholders and the Company have provided customary lock-up arrangements of 180 days following the Offering.

· The GDRs will be quoted in USD on the London Stock Exchange and in RUB on the Moscow Exchange following their admission. The GDRs were made available to investors in the Offering in USD and, for investors buying GDRs delivered via the Russian National Settlement Depositary ("NSD") where permitted, in either USD or RUB. The GDRs settled through the NSD may be purchased by investors at the Rouble equivalent of the offer price equal to RUB 360.50 determined at today's official USD/RUB exchange rate of the Central Bank of Russia of RUB 36.0501 per USD 1.

· Conditional dealings in the GDRs on the London Stock Exchange commences today under the symbol LNTA, in the case of Regulation S GDRs, and LNTR, in the case of Rule 144A GDRs. The admission of the GDRs to the Official List and to unconditional trading through the International Order Book of the London Stock Exchange is expected to take place on 5 March 2014. The Company expects that the admission to trading on the Moscow Exchange may take place on 6 March 2014, dealings in the GDRs on the Moscow Exchange prior to such admission are not permitted.

· Credit Suisse, J.P. Morgan and VTB Capital are acting as joint global coordinators and joint bookrunners; Deutsche Bank and UBS Investment Bank are acting as joint bookrunners; TPG Capital BD, LLC is acting as a co-manager. Rothschild is financial advisor to the Company.

Jan Dunning, Chief Executive Officer of Lenta, said:

"We are delighted with the enthusiastic response we have received from the international markets to our Offering and we welcome all our new shareholders.

"The level of growth in Lenta's distinctive, price-led hypermarket model demonstrates that we are well positioned to capture the significant growth potential in the fragmented and underpenetrated Russian food retail market. This growth proposition, which is being led by a very experienced international management team and a group of world-class international investors, has played a major role in generating significant investor interest in Lenta and its Offering. We now look forward to further developing Lenta as a public company and delivering value creation for all shareholders."

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1 The market capitalisation stated above equates to an enterprise value of USD $5.4 billion calculated using Lenta's Net Debt as of 31 December 2013 and the CBR USD/RUB exchange rate of 36.0501 as of 28 February 2014.

2 Excluding the Shares that may be sold under the over-allotment option.

For further information, please visit www.lentainvestor.com, or contact:

About Lenta

Lenta is one of the largest retail chains in Russia and the country's second largest hypermarket chain (in terms of 2013 sales). The Company was founded in 1993 in St. Petersburg. As of 31 January 2014, Lenta operated 77 hypermarkets in 45 cities across Russia and 10 supermarkets in Moscow and the Moscow region, with a total of approximately 508,000 sq.m. of retail trading space. The average Lenta hypermarket store has retail trading space of approximately 6,400 sq.m. The Company operates four distribution centres that service hypermarkets and one dedicated to supermarkets.

The Company's price-led hypermarket formats are differentiated in terms of their promotion and pricing strategies as well as their local product assortment. The Company employed approximately 27,800 people as of 31 December 2013.

The Company's management team boasts a mix of local knowledge and international expertise coupled with extensive operational experience in Russia. Lenta's largest shareholders include TPG Capital, the European Bank for Reconstruction and Development and VTB Capital Private Equity, all of whom are committed to maintaining high standards of corporate governance.