27 Apr 2011 07:00
Not to be distributed OR RELEASED, DIRECTLY OR INDIRECTLY, in or into the United States, CANADA, Australia or JAPAN 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
26 April 2011
Sale of up to 13,864,705 million shares in Mail.ru Group in the form of GDRs
London / Moscow- Mail.ru Group Limited ("Mail.ru" or the "Company" - LSE: MAIL) today announces that it has been informed that certain shareholders (the "Selling Shareholders") of the Company have launched a placing (the "Placing") of existing shares in the form of global depositary receipts ("GDRs"), with each GDR representing an interest in one ordinary share. The Placing comprises an offer of up to 13,864,705 million existing GDRs, representing approximately 6.65% of the Company's issued shares and approximately 0.46% of the votes cast at a general meeting. The Selling Shareholders include founders, members of management and Tiger Global. The Company will not receive any proceeds from the Placing.
In connection with the Placing, Goldman Sachs International, J.P. Morgan, Morgan Stanley and VTB Capital have agreed to a release of the lock-up arrangements entered into by the Selling Shareholders at the time of the Company's Initial Public Offering, which were due to expire on May 9, 2011. The Selling Shareholders have agreed to enter into a new lock-up agreement for 90 days from the completion date of the Placing, subject to certain exceptions.
None of New Media and Technology Investment, L.P., Ardoe Finance Ltd., MIH Russia Internet B.V.¹ or TCH Amur Limited¹, which together own shares representing approximately 60.34% of the Company's issued share capital and approximately 81.14% of the votes cast at a general meeting, is selling shares in the Placing.
The GDRs to be sold in the Placing are listed on the London Stock Exchange and admitted to the official list maintained by the U.K. Listing Authority pursuant to the Company's existing block listing of GDRs.
J.P. Morgan and VTB Capital are acting as Joint Bookrunners for the Placing.
¹ MIH Russia Internet B.V. is an entity controlled by Naspers Limited SA and TCH Amur Limited is an entity controlled by Tencent Holdings Limited
Neither this announcement nor any copy of it may be taken or transmitted, directly or indirectly, into the United States, 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.