LNTR.L Regulatory News (LNTR)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE UNITED ARAB EMIRATES, QATAR OR THE RUSSIAN FEDERATION (EXCEPT AS PERMITTED BY APPLICABLE LAW) OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL

22 October 2015 

PUBLICATION OF PROSPECTUS

The prospectus (the "Prospectus") relating to Lenta Ltd., prepared in connection with an offering of 38,750,000 global depositary receipts, has been approved by the United Kingdom Listing Authority and is available for viewing.

To view the full version of the Prospectus, please paste the following URL into the address bar of your browser: http://www.lentainvestor.com/en/files/file/download/id/737.

A copy of the Prospectus has been submitted to the National Storage Mechanism and is available for inspection at: 

http://tools.morningstar.co.uk/tsweu6nqxu/globaldocuments/document/documentHandler.ashx?DocumentId=98928947Enquiries

For further information, please contact:

Lenta Ltd.:

This announcement is 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), except in accordance with Rule 144A under the U.S. Securities Act of 1933, as amended (the "Securities Act") to qualified institutional buyers. This announcement is 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 Securities Act. 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 announcement is an advertisement and is not a prospectus for the purposes of the Prospectus Directive. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the Prospectus, which is to be published in accordance with the Prospectus Directive. 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.

The Managers (as defined in the Prospectus) are acting exclusively for Lenta Ltd. 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 Lenta Ltd. for providing the protections afforded to their client.

This announcement 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 announcement or any of its contents.

This announcement is not a public offer or advertisement of securities in the Russian Federation, and is not an offer to sell, or an invitation to make offers to purchase, any securities in the Russian Federation. Neither the securities mentioned in this announcement nor any prospectus or other document relating to them have been, or are intended to be, registered with the Central Bank of the Russian Federation. Therefore, "public placement" of the securities mentioned in this announcement in Russia is prohibited. In addition, before the MICEX Admission (as defined in the Prospectus), in respect of the timing of which no assurance can be given by Lenta Ltd. (as defined in the Prospectus) or the Managers, the securities mentioned in this announcement may not be offered, sold or delivered in the Russian Federation or to or for the benefit of any persons (including legal entities) resident, incorporated, established or having their usual residence in the Russian Federation or to any person located within the territory of the Russian Federation except as may otherwise be permitted by Russian law.

This announcement is not and is not intended as a public offer or advertisement of, or solicitation in respect of, securities, investments or other investment business in the British Virgin Islands, and is not an offer to sell, or a solicitation or invitation to make offers to purchase or subscribe for, any securities, other investments or services constituting investment business in the British Virgin Islands. Neither the securities mentioned in this announcement nor any prospectus or other document relating to them have been or are intended to be registered or filed with the Financial Services Commission of the British Virgin Islands or any department thereof.

The offering of securities by Lenta Ltd. has not been approved or licensed by the Central Bank of the United Arab Emirates ("UAE"), the Securities and Commodities Authority of the UAE and/or any other relevant licensing authority in the UAE including any licensing authority incorporated under the laws and regulations of any of the free zones established and operating in the territory of the UAE, in particular the Dubai Financial Services Authority ("DFSA"), a regulatory authority of the Dubai International Financial Centre ("DIFC"). The offering does not constitute a public offer of securities in the UAE, DIFC and/or any other free zone in accordance with the Commercial Companies Law, Federal Law No 2 of 2015, DFSA Markets Law DIFC Law No. 1 of 2012, Markets Rules and NASDAQ Dubai Rules, accordingly, or otherwise. The securities may not be offered to the public in the UAE and/or any of the free zones.

This announcement does not, and is not intended to, constitute an invitation for an offer of any investment or financial product in the State of Qatar (including the Qatar Financial Centre) and accordingly should not be construed as such. By receiving this announcement the person or entity to whom it has been provided understands, acknowledges and agrees that (i) neither this announcement nor any product referred to in it has been registered, considered, approved or authorised by the Qatar Central Bank, the Qatar Financial Markets Authority, the Qatar Financial Centre Regulatory Authority or any other authority or agency in the State of Qatar; (ii) Lenta Ltd. has not been authorised or licensed by any such authority to market or sell any products or interests referred to in this announcement within the State of Qatar; and (iii) all applications in relation to this announcement should be received, any agreement concluded and any allotments made, from outside Qatar. No marketing of any financial products or services has or will be made from within the State of Qatar. The interests have not been offered, sold or delivered and will not be offered, sold or delivered at any time directly or indirectly in the State of Qatar. This announcement shall not form the basis of, or be relied on in connection with, any contract in Qatar. Neither Lenta Ltd. nor persons representing it are, by distributing this announcement, advising individuals resident in the State of Qatar as to the appropriateness of investing in these financial products. Nothing contained in this announcement is intended to constitute investment, legal, tax, accounting or other professional advice in, or in respect of, the State of Qatar.