9 Nov 2010 07:00
Not to be distributed OR RELEASED, DIRECTLY OR INDIRECTLY, in or into the United States OR CANADA nor for release, publication or distribution in whole or in part in the Russian Federation.
These materials are not an offer for sale of securities in the United States. Securities may not be 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. Mail.ru Group Limited does not intend to register any part of the offering in the United States or to conduct a public offering of any Securities in the United States. The information contained herein is not for release, publication or distribution in whole or in part to the general public in the Russian Federation.
For immediate release
9 November 2010
MAIL.RU GROUP LIMITED
Announcement of Exercise of Over-allotment Option
London / Moscow - MAIL.RU GROUP LIMITED ("Mail.ru Group" or the "Company"), the largest Internet company in the Russian-speaking world based on monthly unique users, today announces that in relation to its initial public offering of ordinary shares in the form of global depositary receipts ("GDRs") (the "Offering"), priced at US$27.70 per GDR, the Joint Bookrunners have exercised the over-allotment option in full in respect of 3,292,579 ordinary shares. This takes the total number of GDRs being offered in the Offering to 36,218,362, and increases the aggregate gross proceeds of the Offering to the Company and the selling shareholders to approximately US$1,003 million, with a free float of approximately 18.4 per cent. of the issued share capital of the Company. The gross proceeds to the Company from the primary portion of the Offering are approximately US$92 million including those related to the over-allotment option.
Goldman Sachs International and J.P. Morgan acted as Joint Global Co-ordinators and, together with Morgan Stanley and VTB Capital, as Joint Bookrunners in connection with the Offering. Pacific Crest Securities acted as Co-lead Manager in connection with the Offering.
For further information please contact:
FD
London +44 (0)20 7831 3113 Moscow +7 495 795 06 23
James Melville-Ross Leonid Solovyev
Matt Dixon
Emma Appleton
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Information contained in this document is not an offer, or an invitation to make offers, sell, purchase, exchange or transfer any securities in the Russian Federation or to or for the benefit of any Russian person, and does not constitute an advertisement, or offering of any securities in the Russian Federation to any person other than a "qualified investor" (as defined in Federal Law No. 39-FZ "On Securities Market" dated 22 April 1996, as amended). This information must not be passed on to third parties or otherwise be made publicly available in the Russian Federation. The securities have not been and will not be registered in the Russian Federation or admitted to public placement and/or public circulation in the Russian Federation. The Company's securities are not intended for "placement" or "circulation" in the Russian Federation.
The information contained herein is not for release, publication or distribution in whole or in part in the Russian Federation.
The materials and information contained herein do not constitute an offer of securities and nothing shall be read or construed as constituting investment advice or recommendations.
In connection with the Offering, Goldman Sachs International, J.P. Morgan Securities Ltd., Morgan Stanley & Co. International plc, VTB Capital plc or Pacific Crest Securities LLC or any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase GDRs and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such GDRs and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references in the prospectus, once published, to the GDRs being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, Goldman Sachs International, J.P. Morgan Securities Ltd., Morgan Stanley & Co. International plc, VTB Capital plc or Pacific Crest Securities LLC and any of their respective affiliates acting as investors for their own accounts. Goldman Sachs International, J.P. Morgan Securities Ltd., Morgan Stanley & Co. International plc, VTB Capital plc and Pacific Crest Securities LLC do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
Goldman Sachs International, J.P. Morgan Securities Ltd., Morgan Stanley & Co. International plc, VTB Capital plc and Pacific Crest Securities 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.
Ends