27 Feb 2013 17:46
**NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE RUSSIAN FEDERATION**
27 February 2013 For immediate release
MAIL.RU GROUP LIMITED
Notification of Share Placing by Ardoe Finance Ltd.
Mail.ru Group Limited ("Mail.ru" or the "Company" - LSE: MAIL) has been informed that its shareholder Ardoe Finance Ltd ("Ardoe"), a wholly owned subsidiary of USM Holdings Limited ("USM"), has commenced a Placing of approximately 15,538,000 existing shares of the Company owned by it (the "Placing"), in the form of global depositary receipts representing interests in ordinary shares of the Company ("GDRs").
USM's current total effective ownership interest in the Company is 52,946,000 shares, representing 25.3% of the Company's issued share capital and 60.6% of the votes cast at a general meeting.
On completion of the Placing, it is expected that USM Holdings Ltd effective ownership interest will be approximately 17.9% of the Company's issued share capital and 58.1% of the votes cast at a general meeting.
The GDRs offered in the Placing will be placed in an accelerated bookbuilding to international institutional investors on a Reg S basis, and to US QIBs on a 144A basis. The price per GDR and the final number of GDRs sold will be determined on completion of the bookbuilding.
Following the Placing, USM and its affiliates will be subject to a lock-up in respect of shares in the Company for a period of 180 days.
The GDRs which are to be issued on completion of the Placing are of the same class as the GDRs which are currently admitted to the Official List maintained by the UK Listing Authority (the "UKLA") under the Company's existing GDR block listing (the "Block Listing") and will be eligible for trading on the International Order Book of the London Stock Exchange under the same ISIN/CUSIP as the existing listed GDRs. Following the completion of the Placing, it is expected that the number of GDRs in issue will exceed the number of GDRs the listing of which can be accommodated by the current Block Listing (86,218,362 GDRs). Consequently the Company has undertaken to produce a prospectus to be approved by the UKLA as soon as possible following completion of the Placing in order to increase the number of GDRs accommodated by the Block Listing and approve such GDRs for Admission to Trading on the London Stock Exchange.For further information please contact:
Investor Relation Contacts:
Matthew Hammond
Managing Director Mail.Ru Group
Phone: +971 505 56 1315
E-mail: hammond@corp.mail.ru
Press Contacts:
Ksenia Chabanenko
Phone: +7 916 0906626
E-mail: ks@corp.mail.ru
Notes to Editors
Mail.Ru Group (LSE:MAIL, listed since November 5, 2010) is a leading Internet company in the high-growth Russian-speaking Internet markets (Russia is Europe's largest Internet market measured by number of users, comScore). Mail.Ru Group's sites reach approximately 85% of Russian Internet users on a monthly basis (comScore, December 2012) and the Company is in the TOP-5 largest Internet business, based on the number of total pages viewed (comScore, December 2012).
In line with the Communitainment (Communications + Entertainment) strategy the Company is moving rapidly to build an integrated communication and entertainment platform. The Company operates two of the three largest Russian language online social networking sites (Odnoklassniki and Moi Mir (or "My World")). The Company also operates the two largest Instant Messaging networks in Russia (Mail.Ru Agent and ICQ), Russia's leading email service and Russia's largest Internet portal Mail.ru, and the Company operates Russia's largest online games platform.
The Company holds strategic minority equity stakes in VKontakte (39.99%) and Qiwi, formerly OE Investments (21.35%). The Company also holds small minority stakes in international Internet companies including Facebook, and a number of small venture capital investments in various Internet companies in Russia and Ukraine.
LEGAL DISCLAIMER
Neither this announcement nor any copy of it may be taken or transmitted, directly or indirectly, into Australia, Canada or Japan. This announcement does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase or subscribe nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor. The offer and the distribution of this announcement and other information in connection with the offer in certain jurisdictions may be restricted by law and persons into whose possession this announcement or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "relevant persons"). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
This communication is distributed in any member state of the European Economic Area which applies Directive 2000/71/EC (this Directive together with Directive 2010/73/EU and any implementing measures in any member state, the "Prospectus Directive") only to those persons who are investment professionals for the purposes of the Prospectus Directive in such member state, and such other persons as this document may be addressed on legal grounds, and no person that is not a relevant person may act or rely on this document or any of its contents.
The information contained herein is not an announcement and is not for release, publication or distribution in whole or in part to the general public in the Russian Federation. The GDRs have not been and will not be admitted to public placement or circulation in Russia and may not be offered to any person in the Russian Federation except as permitted by Russian law.
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, as amended. The Company 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.