30 Jul 2021 12:20
NOT FOR PUBLICATION OR DISSEMINATION (IN WHOLE OR IN PART) IN ANY JURISDICTIONS WHERE SUCH PUBLICATION OR DISSEMINATION MAY BE PROHIBITED BY THE LAWS OF SUCH JURISDICTIONS
LSR Group announces an offer to acquire its own ordinary shares
The offer price will be 780 rubles per ordinary share
The number of ordinary shares acquired by the LSR Group will be 10,303,021
Saint Petersburg, Russia - 30 July 2021 – PJSC LSR Group (hereinafter “LSR” or the “Company”) (LSE: LSRG; MOEX: LSRG), one of the leading developers and manufacturers of construction materials in Russia, announces that on July 30, 2021, the Board of Directors of LSR took decision on acquisition by PJSC LSR Group its own ordinary shares (ISIN RU000A0JPFP0) (hereinafter “Shares”) traded on Moscow Exchange.
Taking into account the successful completion of the offer for the acquisition of LSR global depositary receipts under Regulation S (ISIN US50218G2066) and Rule 144A (ISIN US50218G1076) (“GDRs”) representing the Company’s ordinary shares, and with purpose to ensure equal rights for all shareholders, the Board of Directors of LSR took decision to allow the holders of the Company's ordinary shares to sell their Shares of PJSC LSR Group on terms comparable to the terms of the offer for the acquisition of GDRs.
Terms of the Offer for acquisition of ordinary shares
On July 30, 2021, the Board of Directors of LSR took decision to purchase ordinary shares in the total amount of 10,303,021 pieces that corresponds to 10% of the authorized capital of the Company (the Offer”).
If the total number of Shares in respect of which the applications for their sale to the Company have been received from the shareholders of the Company exceeds the number of Shares that can be purchased by the Company (10,303,021 pieces), the Shares shall be purchased from the shareholders in proportion to those stated in applications (the number of the purchased Shares shall be rounded to the nearest smaller integer).
The repurchase price will be 780 rubles per ordinary share, which implies a premium of 2.2% to the weighted average price on the Moscow Exchange for 1 month (the closing price of trading on the Moscow Exchange on 29 July 2021 was 779.4 rubles per share).
The period during which shareholders’ applications for the sale of their Shares to the Company or the withdrawal of such applications must be received: from August 20, 2021 to September 20, 2021 (both dates inclusive).
PJSC LSR Group will pay for the Registrar’s services for making records of operations on debiting securities from the personal accounts of registered persons and from the personal accounts of nominee holders registered in the register and crediting securities to the treasury account of PJSC LSR Group in the register, related to the acquisition of Shares.
After the repurchase, in accordance with the legislation of the Russian Federation, the acquired ordinary shares will be transferred to the balance sheet of PJSC “LSR Group”, will not have voting rights and will not be taken into account when counting votes, and no dividends will be accrued on them.
More detailed information is available in the Notice of PJSC “LSR Group” on the acquisition of its own ordinary shares on the Company’s website https://www.lsrgroup.ru/en/investor-relations/acquisition
Further strategy of LSR Group in equity capital markets
After the implementation of the Offer the Board of Directors of LSR will have to determine the next steps in relation to the acquired Shares. In particular, the Board of Directors may consider, but not be limited by, the following options:
to propose to the general meeting of shareholders of the Company to cancel a part of the shares held on the balance sheet of PJSC “LSR Group”;to use a part of the shares held on the balance sheet of PJSC “LSR Group” as a motivation tool for key managers of the Company.The Company will additionally inform about the relevant decision taken by the Board of Directors.
For more information please contact:
Department of Investor Relations and Sustainable Development
E-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 PRESS RELEASE IS FOR INFORMATION ONLY AND IS NOT AND DOES NOT FORM PART OF ANY OFFER OR ADVERTISING OR AN INVITATION TO SELL OR ISSUE, OR AN INVITATION TO MAKE OFFERS OR SUBSCRIBE TO ANY SHARES OR OTHER SECURITIES OF THE COMPANY, NO PART OF IT OR THE FACT OF ITS CIRCULATION DOES NOT FORM PART OF AND CANNOT SERVE AS THE BASIS FOR ANY CONTRACT OR INVESTMENT DECISION ON THIS ISSUE; THIS PRESS RELEASE ALSO DOES NOT CONSTITUTE A RECOMMENDATION REGARDING SHARES AND OTHER EQUITY SECURITIES OF THE COMPANY. ANY SUCH OFFER OR INVITATION TO MAKE OFFERS IS MADE EXCLUSIVELY IN THE FORM OF A NOTICE ON ACQUISITION.
THE TERMS OF THE PURCHASE ARE SET FORTH IN THE NOTICE ON ACQUISITION. THE INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE STRONGLY ADVISED TO FAMILIARIZE WITH THE NOTICE ON ACQUISITION AND OTHER MATERIALS, AS THEY CONTAIN IMPORTANT INFORMATION. WHEN CONSIDERING AN OFFER FOR ACQUISITION, THE SHAREHOLDERS OF THE COMPANY SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THE NOTICE ON ACQUISITION.
DURING THE PERIOD OF THE OFFER FOR ACQUISITION THE COMPANY DOES NOT PLAN TO ACQUIRE ORDINARY SHARES OF THE COMPANY EXCEPT AS PART OF THE OFFER FOR ACQUISITION. FURTHERMORE, IN ACCORDANCE WITH THE LEGISLATION OF THE RUSSIAN FEDERATION, ANY CONSULTANTS OF THE COMPANY OR AFFILIATES OF THE COMPANY, AS WELL AS PERSONS ACTING DIRECTLY OR INDIRECTLY TOGETHER WITH AFORESAID PERSONS, MAY, FROM TIME TO TIME BEFORE OR DURING THE PERIOD OF THE OFFER, ACQUIRE OR ENTER INTO AGREEMENTS ON ACQUISITION OF ORDINARY SHARES OF THE COMPANY, IF SUCH ACQUISITIONS AND AGREEMENTS COMPLY WITH THE REQUIREMENTS OF THE APPLICABLE LEGISLATION OF THE RUSSIAN FEDERATION. ANY TRANSACTIONS SPECIFIED IN THIS PARAGRAPH MAY BE CARRIED OUT IN THE OPEN MARKET AT THE CURRENT PRICE OR IN PRIVATE TRANSACTIONS AT CONTRACTUAL PRICE. INFORMATION ABOUT SUCH ACQUISITIONS WILL BE DISCLOSED IF SUCH DISCLOSURE IS REQUIRED IN ACCORDANCE WITH THE APPLICABLE SECURITIES MARKET LEGISLATION, IN ESTABLISHED BY THIS LEGISLATION ORDER.
THE INFORMATION CONTAINED IN THIS COMMUNICATION IS INTENDED EXCLUSIVELY FOR THE HOLDERS OF ORDINARY SHARES OF THE COMPANY. THE PUBLICATION OR DISSEMINATION OF THE INFORMATION CONTAINED IN THIS COMMUNICATION IN ANY JURISDICTIONS MAY BE PROHIBITED BY THE LAWS OF SUCH JURISDICTIONS, AND PERSONS SHOULD FAMILIARIZE THEMSELVES WITH THE LAWS OF SUCH JURISDICTIONS AND COMPLY WITH ANY APPLICABLE REQUIREMENTS. NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION, NOR ANY OTHER U.S. GOVERNMENT SECURITIES COMMISSION, NOR ANY REGULATORY BODY HAS GIVEN ITS APPROVAL OR DISAPPROVAL OF THE OFFER FOR ACQUISITION, HAS NOT MADE DECISIONS ABOUT THE FAIRNESS OR ADVANTAGES OF ITS TERMS, AND HAS NOT ESTABLISHED THE RELIABILITY OR COMPLETENESS OF THE NOTICE FOR ACQUISITION. ANY ASSURANCE TO THE CONTRARY SHALL BE A CRIMINAL OFFENSE IN THE UNITED STATES.
THIS COMMUNICATION AS WELL AS ANY INVESTMENT ACTIVITY TO WHICH IT RELATES IS ONLY AVAILABLE TO (I) THE PERSONS LOCATED OUTSIDE THE UNITED KINGDOM, OR (II) INVESTMENT PROFESSIONALS WHO ARE SUBJECT TO SECTION 19 (5) OF THE FINANCIAL SERVICES PROMOTION ORDER 2005 TO THE FINANCIAL SERVICES AND MARKETS ACT 2000 (THE “ORDER”), OR (III) THE COMPANIES WITH A HIGH NET ASSET VALUE FALLING UNDER PARAGRAPHS 49 (2) (A)-(D) OF THE ORDER, OR (IV) THE PERSONS WHO ARE SUBJECT TO SECTION 43 OF THE ORDER, OR (V) ANY OTHER PERSONS TO WHOM IT MAY OTHERWISE BE LEGALLY SENT IN ACCORDANCE WITH THE ORDER (ALL SUCH PERSONS ARE COLLECTIVELY REFERRED TO AS THE “RELEVANT PERSONS”). THE ACQUISITION NOTICE CANNOT BE USED IN THE UK BY ANYONE WHO IS NOT A RELEVANT PERSON.
THE COMPANY IS A LEGAL ENTITY INCORPORATED IN ACCORDANCE WITH THE LEGISLATION OF THE RUSSIAN FEDERATION. THE ACQUISITION OFFER IS MADE EXCLUSIVELY IN ACCORDANCE WITH THE PROVISIONS OF RUSSIAN LEGISLATION. THE ACQUISITION OFFER IS SUBJECT TO DISCLOSURE REQUIREMENTS AND THE LEGISLATION OF THE RUSSIAN FEDERATION, WHICH DIFFER FROM THOSE ADOPTED IN THE UNITED KINGDOM OR THE UNITED STATES OF AMERICA. IN ADDITION, INVESTORS FROM THE UNITED STATES SHOULD TAKE INTO ACCOUNT THAT THE ACQUISITION NOTICE IS DRAWN UP IN ACCORDANCE WITH A FORMAT AND STYLE THAT DIFFERS FROM THE FORMAT AND STYLE ADOPTED IN THE UNITED STATES. IN ADDITION, THE PAYMENT AND SETTLEMENT PROCEDURE IN CONNECTION WITH THE OFFER DIFFERS FROM THE PAYMENT AND SETTLEMENT PROCEDURES ADOPTED IN THE UNITED STATES, ESPECIALLY IN TERMS OF THE CONSIDERATION PAYMENT DATE.
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