18 Jul 2014 16:15
18th July 2014 For immediate release
Not for release, publication or distribution in Australia, Canada, the Hong Kong Special Administrative Region of the People's Republic of China, Japan, South Africa or the United States
MAIL.RU GROUP LIMITED
Publication of Prospectus In Order To Increase GDR block Listing.
Dubai, UAE - July 18th, 2014. Mail.ru Group Limited (the "Company"), today announces that the following prospectus has been approved by the UK Listing Authority and is available for viewing:
• Prospectus dated July 18th, 2014 relating to global depositary receipts representing interests in ordinary shares of the Company (the "GDRs").
The increase of the Company's block listing of the GDRs is in connection with the intended conversion (the "Proposed Conversion") of all Class A shares owned by MIH Mail Investment Company BV ("MIH"), 17,024,000 Class A shares owned by New Media and Technology Investment L.P. ("NMT") and 8,883,900 Class A shares owned by Ardoe Finance Limited ("Ardoe") into ordinary shares. Following the intended conversions, which the Company has been informed will take place by July 25th, 2014, the total percentage of votes capable of being cast at a General Meeting by NMT and Ardoe shall be equal to 64.6%, and the total percentage of votes capable of being cast at a General Meeting by MIH shall be equal to 12.5%.
No GDRs have been offered or marketed to the public in the UK or elsewhere in connection with the publication of this Prospectus, which has been published solely to increase the size of the Company's GDR block listing to accommodate all the GDRs that could be issued were the Company's entire ordinary share capital upon the Proposed Conversion deposited into the GDR facility.
A copy of the prospectus has been submitted to the National Storage Mechanism and will shortly be available for inspection at: http://www.morningstar.co.uk/uk/nsm
Further information about the Company is available on its website at: http://corp.mail.ru
Commenting on the prospectus and the conversion, Matthew Hammond, CFO of Mail.Ru Group, said:
"Over the last few years the company has been put to significant expense through the conversion of A class shares and the resulting gradual increase in the GDR block listing. This has led to the company having to write and file prospectuses in connection with conversions. The conversion does not change the economic position of our major shareholders and we are pleased that this is likely to be the last major conversion of A class shares. Additionally this conversion significantly increases the weight of the votes held by GDR holders which we welcome."
Commenting on the prospectus and the conversion, Ivan Streshinsky, member of board of directors of USM holdings, said:
"Our position both within, and towards, Mail.ru remains unchanged, and we continue to see a bright future for the company. We remain committed and supportive long term shareholders."
Commenting on the prospectus and the conversion, Mark Sorour, Group CIO of Naspers, said:
"The A class structure placed a number of restrictions on us as shareholders which were not in line with our internal procedures. We are pleased that the company has been so helpful in resolving this situation. As a result of this conversion our economic interest in Mail.ru is unchanged and we continue to see a great future for the company."
The distribution of this press release may be restricted by law in certain jurisdictions. Persons into whose possession this document comes are required to inform themselves about and to observe any such restrictions.
This press release does not, and shall not, in any circumstances constitute a public offering of shares, or global depositary shares or receipts representing such shares, in Mail.ru Group Limited ("MGL") ("MGL Securities") nor an invitation to the public in connection with any offer. No action has been or will be taken in any country or jurisdiction that would permit a public offering of the Securities, or the possession or distribution of this press release or any other offering or publicity material relating to the Securities in any country or jurisdiction where action for that purpose is required. The acquisition of the Securities may be subject to specific legal or regulatory restrictions in certain jurisdictions. MGL takes no responsibility for any violation of any such restrictions by any person.
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 or absent compliance with applicable provisions of the U.S. Investment Company Act of 1940, as amended.
This document is an advertisement and is not a prospectus for the purposes of the Prospectus Directive. A prospectus prepared pursuant to the Prospectus Directive has been published, which, when published, can be obtained as outlined herein. Investors should not subscribe for any securities referred to in this document except on the basis of information contained in the prospectus. In any EEA Member State that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive. The expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in any relevant Member State) and includes any relevant implementing measure in the relevant Member State.
This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as "relevant persons"). Any person who is not a relevant person should not act or rely on this document or any of its contents.
For further information please contact:
Investors:
Matthew Hammond
Mail.Ru Group
Phone: +971 505 56 1315
E-mail: hammond@corp.mail.ru
Press:
Ksenia Chabanenko
Phone: +7 916 0906626
E-mail: ks@corp.mail.ru
Notes to editors
About Mail.Ru Group
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 the number of users, comScore). Mail.Ru Group's sites reach approximately 94% of Russian Internet users on a monthly basis (comScore, December 2013) and the Company is the fifth largest Internet business globally, based on the total time spent (comScore, December 2013).
In line with the "communitainment" (communication plus entertainment) strategy, the Company is moving rapidly to build an integrated communications and entertainment platform. The Company owns Russia's leading email service and Russia's largest internet portal, Mail.Ru (TNS, all Russia, age 12-64, December 2013). The Company operates two of the three largest Russian language social networks, Odnoklassniki (OK) and Moi Mir (My World), and Russia's largest online games business. The Company's portfolio also includes Mail.Ru Agent and ICQ - two instant messaging services popular in Russia and CIS.
The Company holds non-controlling equity stakes in VK.com (51.99%) and Qiwi (5.23%). The Company also holds a number of small venture capital investments in various Internet companies in Russia, Ukraine and Israel.