21 Jul 2021 07:00
LSR Group announces results of tender offer for global depositary receipts
PJSC LSR Group (“LSR” or the “Company”) (LSE: LSRG; MOEX: LSRG), one of the leading real estate developers and building materials producers in Russia, today announces the results of tender offer to purchase its Regulation S (ISIN US50218G2066) and Rule 144A (ISIN US50218G1076) global depositary receipts, representing interests in the Company's ordinary shares (the “GDRs”), at the price of $2.11 per one GDR (the “Tender Offer”). The Tender Offer is undertaken by AO STROIKORPORACIYA, a wholly owned subsidiary of the Company, for cash.
Based on the report provided by American Stock Transfer & Trust Company, acting as agent of the Tender Offer (the “Tender Agent”), 34,545,568 of Regulation S GDRs and 104 of Rule 144A were tendered. AO STROIKORPORACIYA accepted to purchase all tendered GDRs for an aggregate consideration of $72,891,367.92. Total amount of GDRs to be purchased in the Tender Offer corresponds to 6,909,134.4 of the Company's ordinary shares (ISIN RU000A0JPFP0) (the “Shares”), representing 6.71% of the Company’s share capital. Following completion of the purchase of GDRs tendered in the Tender Offer, the free float of LSR’s Shares (including Shares in the form of GDRs) will be 35.03%, assuming that all tendered GDRs will be transferred to AO STROIKORPORACIYA.
As announced on 21 June 2021, the Company applied to the Financial Conduct Authority for the GDRs to be removed from the Official List of the Financial Conduct Authority and to the London Stock Exchange (the “LSE”) for trading in the GDRs to be cancelled with effect from 2 August 2021 (the “Delisting”).
Following the Delisting of the GDRs, GDR holders that chose not participate in the Tender Offer may:
convert their GDRs into the Shares, traded on the Moscow Exchange;continue to own delisted GDRs, retaining the right to vote and receive dividends on the underlying Shares; orsell their GDRs on the over-the-counter market.The Company intends to retain GDR programme following delisting.
The existing listing of the Company's Shares on the Moscow Exchange under the symbol "LSRG" will continue.
The Company engaged VTB Capital plc as financial advisor to the Company to assist with evaluation of issues related to the Tender Offer and the Delisting.
Expected Timetable of the Tender Offer and Delisting of the GDRs from the LSE
Day | Event |
On or about 21 July 2021 – 26 July 2021 | Transfer of the aggregate Purchase Price in U.S. dollars to theTender Agent for further distribution to holders of the GDRs thathave been tendered and accepted |
30 July 2021 | The last day of dealings in the GDRs on the LSE |
2 August 2021 | Cancellation of the GDR listing on the LSE takes effect |
Detailed information on the Tender Offer can be found in the Tender Offer Memorandum. The Tender Offer Memorandum and related documents are now available on the Company's website at https://www.lsrgroup.ru/en/investor-relations/tender-offer.
For more information please contact:Department of Investor Relations and Sustainable DevelopmentE-mail: IR@lsrgroup.ru
About LSR Group:
PJSC LSR Group is a real estate development and building materials company founded in 1993 and operating in a number of complementary market segments. Its core business areas are production of building materials and real estate development and construction. LSR Group's main operations are located in St. Petersburg and Leningrad Region, Moscow and Moscow region and Yekaterinburg. As of 31 December 2020 (according to Knight Frank), the net sellable area of projects in LSR Group’s real estate portfolio amounts to 8.2 million m2 with the market value of RUB 276 billion. In accordance with its audited IFRS consolidated financial statements for 2020, LSR Group reported revenue of RUB 118.1 billion, Adjusted EBITDA of RUB 27.4 billion and Net Profit of RUB 12.0 billion. Ordinary shares of the Company are traded on the Moscow Exchange (MOEX: LSRG) and GDRs representing its ordinary shares are traded on the London Stock Exchange (LSE: LSRG).
www.lsrgroup.ru
THIS ANNOUNCEMENT IS NOT INTENDED TO, AND DOES NOT CONSTITUTE, OR FORM PART OF, AN OFFER TO SELL OR AN INVITATION TO PURCHASE, EXCHANGE OR SUBSCRIBE FOR ANY SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT CONSTITUTE A PROSPECTUS OR A PROSPECTUS EQUIVALENT DOCUMENT.
THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS ANNOUNCEMENT IN JURISDICTIONS MAY BE RESTRICTED BY LAW AND THEREFORE PERSONS SHOULD INFORM THEMSELVES ABOUT THE LAWS OF THEIR JURISDICTION, AND OBSERVE ANY APPLICABLE REQUIREMENTS
NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ("SEC") NOR ANY U.S. STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED OF THE TENDER OFFER, PASSED UPON THE FAIRNESS OR MERITS OF THE TENDER OFFER OR DETERMINED WHETHER THE TENDER OFFER MEMORANDUM (THE "MEMORANDUM") IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
THE INFORMATION CONTAINED IN THE MEMORANDUM IS ADDRESSED EXCLUSIVELY TO THE HOLDERS OF GDRS OF LSR. NEITHER THE MEMORANDUM NOR THE TENDER OFFER NOR ANY INFORMATION CONTAINED HEREIN CONSTITUTE AN OFFER ("OFERTA") 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, OR VOLUNTARY TENDER OFFER OR MANDATORY TENDER OFFER UNDER RUSSIAN LAW, OR AN AUCTION UNDER ARTICLES 447-449 OF THE CIVIL CODE OF THE RUSSIAN FEDERATION AND APPLICABLE RUSSIAN LAW. NEITHER THE MEMORANDUM NOR THE TENDER OFFER CONSTITUTE OR ARE INTENDED FOR PLACEMENT OR PUBLIC CIRCULATION OF SECURITIES OF FOREIGN ISSUERS IN THE RUSSIAN FEDERATION. GDRS OF LSR TO WHICH THE TENDER OFFER RELATES ARE NEITHER REGISTERED IN THE RUSSIAN FEDERATION NOR 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) ("RUSSIAN SECURITIES MARKET LAW"). THE TENDER AND PURCHASE OF GDRS OF LSR WILL BE CARRIED OUT EXCLUSIVELY IN ACCORDANCE WITH THE PROCEDURES SET FORTH IN THE MEMORANDUM. ANY INFORMATION IN THE MEMORANDUM AND RELATED DOCUMENTS IN RESPECT OF GDRS IS ADDRESSED IN THE RUSSIAN FEDERATION SOLELY TO PERSONS WHO ARE "QUALIFIED INVESTORS" AS DEFINED IN THE RUSSIAN SECURITIES MARKET LAW.
THE TENDER OFFER DOES NOT CONSTITUTE AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH TENDER OFFER OR SOLICITATION IS UNLAWFUL. IN THOSE JURISDICTIONS WHERE THE SECURITIES OR OTHER LAWS REQUIRE THE TENDER OFFER TO BE MADE BY A LICENSED BROKER OR DEALER, THE TENDER OFFER SHALL BE DEEMED TO BE MADE ON BEHALF OF AO STROIKORPORACIYA (THE "OFFEROR") BY ONE OR MORE REGISTERED BROKERS OR DEALERS LICENSED UNDER THE LAWS OF SUCH JURISDICTION NEITHER THE DELIVERY OF THE MEMORANDUM NOR ANY PURCHASE OF SECURITIES SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CURRENT AS OF ANY TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION.
THE TENDER OFFER IS BEING MADE TO GDR HOLDERS OF LSR RESIDENT IN THE UNITED STATES IN RELIANCE ON, AND COMPLIANCE WITH, SECTION 14(E) OF THE EXCHANGE ACT AND REGULATION 14E THEREUNDER TO THE EXTENT APPLICABLE. THE TENDER OFFER IS BEING MADE IN THE UNITED STATES BY THE OFFEROR AND NO ONE ELSE.
THE MEMORANDUM HAS BEEN ISSUED BY, AND IS THE SOLE RESPONSIBILITY OF THE OFFEROR. THE MEMORANDUM, AND ANY INVESTMENT ACTIVITY TO WHICH IT RELATES, IS AVAILABLE ONLY TO (I) PERSONS WHO ARE OUTSIDE THE UNITED KINGDOM OR (II) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER") OR (III) HIGH NET WORTH COMPANIES FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (IV) PERSONS WITHIN THE SCOPE OF ARTICLE 43 OF THE ORDER OR (V) ANY OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE MADE UNDER THE ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE MEMORANDUM MAY NOT BE ACTED OR RELIED ON IN THE UNITED KINGDOM BY ANYONE WHO IS NOT A RELEVANT PERSON.
NEITHER THE MEMORANDUM NOR THE TENDER OFFER NOR ANY INFORMATION CONTAINED HEREIN CONSTITUTE OR MAY BE CONSTRUED AS CONSTITUTING A PUBLIC OFFER, ADVERTISEMENT OR AN OFFER OF SECURITIES TO MEMBERS OF THE PUBLIC WITHIN OR OUTSIDE THE TERRITORY OF THE RUSSIAN FEDERATION, OR A VOLUNTARY OR MANDATORY TENDER OFFER UNDER RUSSIAN LAW. THE MEMORANDUM IS NOT A TENDER NOTICE (PUBLIC TENDER NOTICE), NOR AIMED AT ENTERING INTO AGREEMENTS FOR THE PURCHASE OF SECURITIES AT PUBLIC SALES, INCLUDING BY MEANS OF AN AUCTION, PUBLIC TENDER OR BY OTHER MEANS ENVISAGED BY THE LEGISLATION OF THE RUSSIAN FEDERATION. NEITHER THE MEMORANDUM NOR THE INFORMATION CONTAINED HEREIN CONSTITUTES OR IS INTENDED FOR THE PUBLIC PLACEMENT OR CIRCULATION OF THE SECURITIES OF FOREIGN ISSUERS IN THE RUSSIAN FEDERATION. NEITHER THE GDRS, NOR ANY DOCUMENT TO WHICH THE TENDER OFFER RELATES, HAVE BEEN OR WILL BE REGISTERED WITH THE CENTRAL BANK OF RUSSIA AND ARE NOT INTENDED FOR PLACEMENT, PUBLIC PLACEMENT OR PUBLIC CIRCULATION IN THE RUSSIAN FEDERATION. ANY INFORMATION IN THE MEMORANDUM, WHICH RELATES TO THE GDRS AND/OR THE TENDER OF THE GDRS, IS ADDRESSED IN THE RUSSIAN FEDERATION SOLELY TO PERSONS WHO ARE "QUALIFIED INVESTORS" AS DEFINED IN THE RUSSIAN SECURITIES MARKET LAW OR PERSONS OUTSIDE THE RUSSIAN FEDERATION.
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