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Mail.ru Announces Pricing of Cash Capital Increase

24 Sep 2020 07:00

RNS Number : 9871Z
Mail.ru Group Limited
24 September 2020
 

24th September 2020

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, CYPRUS, JAPAN, SOUTH AFRICA OR THE BRITISH VIRGIN ISLANDS OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

This announcement (the "Announcement") contains inside information for the purposes of Article 7 of the EU Market Abuse Regulation (Regulation (EU) No. 596/2014) ("MAR").

 

 

Mail.ru Group Announces the Pricing of the Cash Capital Increase

 

MAIL.RU GROUP LIMITED (LSE and MICEX-RTS: "MAIL") ("Mail.ru Group" or the "Company") today announces the pricing of a capital increase against cash contribution (the "Capital Increase") of approximately USD 200 MM, conducted through an accelerated bookbuild offering of Global Depository Receipts ("GDRs") of the Company (the "Placement GDRs") to certain institutional investors. This corresponded to placement of approximately 7.1 million existing GDRs of the Company at a placement price of $28.00.

 

Concurrently with the Capital Increase the Company announced the pricing of an offering of USD 400 MM in aggregate principal amount of senior unsecured convertible bonds due 2025 (the "Bonds").

The Placement GDRs issued are of the same class as the GDRs which are currently admitted to the Official List maintained by the UK Financial Conduct Authority (the "FCA") under the Company's existing GDR block listing (the "Block Listing") and are eligible for trading on the International Order Book of the London Stock Exchange under the same ISIN/CUSIP as the Company's existing listed GDRs.

Settlement of the Placement GDRs is expected to take place on 28 September 2020 (or such later date as may be agreed between the Company and the Global Coordinator).

As part of the Capital Increase, the Company has agreed to a lock-up period of 90 days, subject to customary exceptions including in relation to existing employee share schemes.

Use of Proceeds

 

The proceeds raised by the Company from the Capital Increase and the offering of the Bonds will be used to:

1) fund development and organic growth across existing verticals;

2) maintain flexibility to pursue strategic M&A opportunities in high growth verticals, with particular focus on those stimulated by the pandemic; and

3) finance investments into O2O and AliExpress Russia JVs, including:

· Up to RUB4.6 Bn in KPI based payments to be made into O2O JV over the next 6 months

· Remaining contribution of $82MM to be made into AliExpress Russia JV

4) Finance loan(s) to the members of the Company's group to be used for the purposes described above.

 

 

Concurrent Offering of Existing GDRs by the Global Coordinator

 

The Global Coordinator has concurrently with the issuance of the Bonds and the Capital Increase, conducted a simultaneous placement of approximately 1.6 million existing GDRs of the Company (the "Concurrent Offering of Existing GDRs" or the "Delta Placement") on behalf of subscribers of the Bonds who wish to sell such GDRs in short sales in order to hedge the market risk of an investment in the Bonds, at a placement price of $28.00. The Company will not receive any proceeds from the Concurrent Offering of Existing GDRs / the Delta Placement.

 

Morgan Stanley & Co. International plc ("Morgan Stanley") acted as sole global coordinator and sole bookrunner (the "Global Coordinator").

  

 

For further information please contact:

Investors

Tatiana Volochkovich

Phone: +7 495 725 6357 extension: 3434

Mobile: +7 905 594 6604

Email: t.volochkovich@corp.mail.ru

 

Press:Sergei LuchinMobile: +7 915 223 35 71

Email: s.luchin@corp.mail.ru

 

About Mail.ru Group:

Mail.ru Group (MAIL, listed since November 5, 2010) is the largest internet business in Russia in terms of total daily audience (Mediascope WEB-Index Desktop&Mobile, Russia 0+, population aged 12+, June 2020).

 

Mail.ru Group is developing the leading domestic internet communications and entertainment platform. The company owns Russia's two largest Russian language social networks, VKontakte (VK) and Odnoklassniki (OK), leading email service, one of Russia's largest internet portals (Mail.ru), and four instant messaging services. The company also holds the international gaming brand MY.GAMES, with a portfolio of hundreds of popular games for a range of platforms and over 605 million users worldwide. In 2019, Mail.ru Group Tech Lab was launched with a primary focus on technology and innovation development.

 

Mail.ru Group is a shareholder of AliExpress Russia JV along with Alibaba Group, MegaFon and Russian Direct Investment Fund. The company partners with Sberbank to jointly develop O2O service platform targeting food delivery and taxi markets.

 

This Announcement should be read in its entirety. In particular, the information provided in the "Important Notices" section of this Announcement should be read and understood.

IMPORTANT NOTICES

This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Morgan Stanley or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

Members of the public are not eligible to take part in the Capital Increase. This Announcement and the terms and conditions set out herein are for information purposes only and are directed at and may only be communicated to (a) in the European Economic Area ("EEA"), persons who are "qualified investors" within the meaning of Article 2(e) of Prospectus Regulation (Regulation (EU) 2017/1129) ("Qualified Investors"); and (b) in the United Kingdom, at Qualified Investors who are also (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "Relevant Persons").

Any investment or investment activity to which this Announcement relates is only available to, and will be engaged in only with, Relevant Persons. Persons distributing this Announcement must satisfy themselves that is lawful to do so. This Announcement is for information purposes only and shall not constitute an offer to sell or issue or the solicitation of an offer to buy, subscribe for or otherwise acquire securities in any jurisdiction in which any such offer or solicitation would be unlawful. Any failure to comply with this restriction may constitute a violation of the securities laws of such jurisdictions. 

The distribution of this Announcement and the offering, placing and/or issue of the Placement GDRs, the GDRs or the Bonds (both separately, a "Security" and together, the "Securities") in certain jurisdictions may be restricted by law. No action has been taken by the Company, Morgan Stanley or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Securities or possession or distribution of this Announcement or any other offering or publicity material relating to such Securities in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and Morgan Stanley to inform themselves about and to observe any such restrictions.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, CYPRUS, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE BRITISH VIRGIN ISLANDS OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Australia, Canada, Cyprus, Japan, South Africa, the British Virgin Islands, or any other jurisdiction in which the same would be unlawful. No public offering of the securities referred to herein is being made in any such jurisdiction.

This communication is not a public offer of securities for sale in the United States. The Securities have not been and will not be registered under the US Securities Act 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold directly or indirectly in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or any other jurisdiction of the United States.

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (B) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the securities referred to herein have been subject to a product approval process, which has determined that such Securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Securities may decline and investors could lose all or part of their investment; the Securities offer no guaranteed income and no capital protection; and an investment in the securities referred to herein is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Capital Increase. Furthermore, it is noted that, notwithstanding the Target Market Assessment, each of Morgan Stanley will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to the securities referred to herein. Each distributor is responsible for undertaking its own target market assessment in respect of the securities referred to herein and determining appropriate distribution channels.

By participating in the Capital Increase, each person who is invited to and who chooses to participate in the Capital Increase (each a "Placee") by making an oral and legally binding offer to acquire Placement GDRs will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placement GDRs on the terms and conditions contained in this Announcement and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Announcement.

Certain statements contained in this Announcement constitute "forward-looking statements" with respect to the financial condition, performance, strategic initiatives, objectives, results of operations and business of the Company. All statements other than statements of historical facts included in this Announcement are, or may be deemed to be, forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "anticipates", "estimates", "projects", "will", "may", "would", "could" or "should", or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; and (ii) business and management strategies and the expansion and growth of the Company's operations. Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results, performance or achievements to differ materially from those projected or implied in any forward-looking statements. The important factors that could cause the Company's actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, the macroeconomic and other impacts of COVID-19, economic and business cycles, the terms and conditions of the Company's financing arrangements, foreign currency rate fluctuations, competition in the Company's principal markets, acquisitions or disposals of businesses or assets and trends in the Company's principal industries. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this Announcement may not occur. The forward-looking statements contained in this Announcement speak only as of the date of this Announcement. The Company, its directors and each of Morgan Stanley each expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation, the Listing Rules, MAR, the Disclosure Guidance and Transparency Rules, the rules of the London Stock Exchange or the FCA.

Any indication in this Announcement of the price at which the Securities have been bought or sold in the past cannot be relied upon as a guide to future performance.

Morgan Stanley is authorised by the Prudential Regulatory Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the FCA. Morgan Stanley is acting exclusively for the Company and no one else in connection with the Capital Increase, the content of this Announcement and other matters described in this Announcement. Morgan Stanley will not regard any other person as their respective clients in relation to the Capital Increase, the content of this Announcement and other matters described in this Announcement and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to their respective clients or for providing advice to any other person in relation to the Capital Increase, the content of this Announcement or any other matters referred to in this Announcement.

In connection with the Capital Increase, Morgan Stanley and any of its affiliates, acting as investors for their own account, may take up a portion of the shares in the Capital Increase as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or related investments in connection with the Capital Increase or otherwise. Accordingly, references to Placement GDRs being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, Morgan Stanley and any of its affiliates acting in such capacity. In addition, Morgan Stanley and any of its affiliates may enter into financing arrangements (including swaps, warrants or contracts for differences) with investors in connection with which Morgan Stanley and any of its respective affiliates may from time to time acquire, hold or dispose of shares. Morgan Stanley does 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. 

Morgan Stanley and its affiliates may have engaged in transactions with, and provided various commercial banking, investment banking, financial advisory transactions and services in the ordinary course of their business with the Company and/or its affiliates for which they would have received customary fees and commissions. Morgan Stanley and its affiliates may provide such services to the Company and/or its affiliates in the future.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement. The Placement GDRs to be issued or sold pursuant to the Capital Increase will not be admitted to trading on any stock exchange other than the London Stock Exchange and the Moscow Exchange.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACEMENT GDRS.

This Announcement is for information only and does not itself constitute or form part of an offer to sell or issue or the solicitation of an offer to buy or subscribe for securities referred to herein in any jurisdiction including, without limitation, the United States, any other Restricted Territory (as defined below) or in any jurisdiction where such offer or solicitation is unlawful. No public offering of securities will be made in connection with the Capital Increase in the United Kingdom, the United States, any other Restricted Territory or elsewhere.

No prospectus

No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the FCA (or any other authority) in relation to the Capital Increase.

Each Placee, by participating in the Capital Increase, agrees that the content of this Announcement and the publicly available information released by or on behalf of the Company is exclusively the responsibility of the Company and confirms to Morgan Stanley and the Company that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company (other than publicly available information) or Morgan Stanley or their respective Affiliates or any other person and neither Morgan Stanley nor the Company, nor any of their respective Affiliates or any other person will be liable for any Placee's decision to participate in the Capital Increase based on any other information, representation, warranty or statement which the Placees may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). By participating in the Capital Increase, each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in making an offer to participate in the Capital Increase.

All times and dates in this Announcement may be subject to amendment. Morgan Stanley shall notify the Placees and any person acting on behalf of the Placees of any changes.

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

All references to "USD", "$" or "dollars" are to the lawful currency of the United States of America.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
 
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MSCFZGZLKDDGGZG
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