31 Oct 2017 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
Dmitry Grishin, Co-Founder and Chairman of the Board of Mail.ru Group Limited, successfully completes the placement of approx. 4.7m Global Depositary Receipts in Mail.ru Group Limited
Dmitry Grishin, Co-Founder and Chairman of the Board of Mail.ru Group Limited ("Mail.ru" or the "Company"), announces the successful completion of the sale of approx. 4.7 million existing Global Depositary Receipts ("GDRs", with one GDR representing an interest in one share) of Mail.ru (the "Equity Offering") at a price of USD 31.80 per GDR via entities controlled by him.
The placement was managed by Goldman Sachs International as Sole Bookrunner through an accelerated bookbuilt offering.
Following the completion of the Equity Offering, Denholma Limited will have a remaining ownership interest of approximately 1.1% in the share capital of Mail.ru.
Denholma Limited's remaining GDRs will be subject to a lock-up of 90 days after the closing date of the Equity Offering (subject to certain exceptions).
This announcement is for information purposes only and is not an offer to sell, or the solicitation of an offer to buy, any securities.
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 2003/71/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 qualified investors 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.
The information contained in this announcement does not constitute or form part of any offer for sale or subscription of or solicitation of any offer to buy or subscribe for any securities in the United States, nor shall it or any part of it form the basis of or be relied on in connection with any contract or commitment whatsoever. Under the U.S. Securities Act of 1933, as amended, securities may not be offered or sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration. There is no intention to register any portion of such offering in the United States or to conduct a public offering of GDRs in the United States.
Goldman Sachs International, which is regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for the entities controlled by Dmitry Grishin, Co-Founder and Chairman of the Board of Mail.ru group Limited and no one else in connection with the sale.
Stabilization/ICMA.