29 May 2013 07:00
** NOT FOR RELEASE OR DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN **
PIK Group announces launch of share offering
(LONDON, May 29 2013) PIK Group (MICEX: PIKK RX, LSE: PIK LI), one of Russia's leading residential real estate developers (the "Company" or "PIK"), today announces the launch of an offering of new ordinary shares (the "New Shares") to raise at least USD150 million (the "Offering").
28 May 2013, the Board of Directors of PIK has set the placement price at RUB 62.50 per New Share, which is equal to the nominal value of the New Share. The nominal value of the New Share represents the minimum price level which the Company is allowed to use as a placement price in accordance with Russian law.
The minimum size of the Offering (comprising the New Shares remaining after the exercise of the statutory pre-emptive rights by existing shareholders) is anticipated to be USD150 million. The Company has received preliminary commitments from Nafta Moskva and a number of other investors that they wish to subscribe for up to the full amount of the minimum size of the Offering. However, the Company has no obligation to allocate all of the New Shares offered in the Offering to such investors, and is therefore making the Offering available to a wider range of investors and reserves the right to increase the size of the Offering to accommodate excess demand.
The issuance of the New Shares and the Russian securities prospectus were registered with the FSFM on 21 February 2013 under state registration number 1-02-01556-A. Upon the issuance of the New Shares, the New Shares issuance will be combined with PIK's existing shares traded on CJSC "MICEX Stock Exchange", and the New Shares will become fully fungible with the existing shares of PIK.
PIK intends to use at least 50% of the net proceeds from the Offering for deleveraging. A portion of the net proceeds from the Offering may also be used for investment in new projects and general corporate purposes.
The Company, Nafta Moskva and Gilt Partners Limited (a company beneficially owned by Mr. Mikail Shishkhanov) have agreed to enter into a lock-up arrangement according to which they will be restricted from entering into a sale of the PIK's ordinary shares or GDRs issued with respect to such shares until after the 180th day from the date of the filing with the FSFM of the placement notification with respect to the New Shares. The lock-up arrangements permit the locked-up parties to pledge their holdings for financings and are subject to certain bespoke exceptions related to certain call options in existence as at the date hereof.
Sberbank CIB and VTB Capital are acting as Joint Global Coordinators and Joint Bookrunners in connection with the Offering.
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About PIK-Group
PIK-Group is a leading Russian real estate developer, focusing on large-scale residential projects within the Moscow Metropolitan Area and selected Russian regions. Since its foundation in 1994, PIK-Group has become a market leader in mass market residential property sector completing over 200 000 apartments of affordable housing across the country. The Group has a substantial diversified land bank of net selling area of 6.5 million square meters and a dedicated professional team with over 11,000 employees. Given its brand recognition and the scale of its operations, in 2008 the Russian Government included PIK on the list of the nation's strategically important companies. For more information please visit: http://www.pik-group.com
Enquiries:
Investors
PIK Group Tel: +7 495 505 97 33 ext. 1358 / 1315
Viktor Szalkay
Media
Natalia Ivanova Tel: +7 495 505 97 33 ext. 1010 /1014
Disclaimer:
The information contained herein does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction.
This communication is not for public release, publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia). This communication is not and does not constitute or form a part of any offer of, or solicitation to purchase or subscribe for, any securities in the United States. Any such securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"). Any such securities may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as such term is defined in Regulation S under the Securities Act), except pursuant to an exemption from the registration requirements of the Securities Act. No public offering of securities will be made in the United States of America.
This communication is addressed only to and directed only at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") and (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 in (i), (ii) and (iii) above 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.
Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA Member State that has implemented EU Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive") is addressed solely to qualified investors (within the meaning of the Prospectus Directive) in that Member State.
Information contained in this document is not an offer, or an invitation to make offers, to purchase, sell, exchange or transfer any securities in the Russian Federation or to or for the benefit of any Russian person. This document does not constitute an advertisement or offering of any securities in the Russian Federation.
Certain statements in this document are not historical facts and are "forward looking". Forward-looking statements include statements concerning our plans, expectations, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, our competitive strengths and weaknesses, plans or goals relating to forecasted performance, financial position and future operations and development, our business strategy and the trends we anticipate in the industries and the political and legal environment in which we operate and other information that is not historical information. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that the predictions, forecasts, projections and other forward-looking statements will not be achieved. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. We do not intend and we do not assume any obligation to update any forward-looking statement contained herein.
About PIK
PIK is a leading Russian real estate developer, focusing on large-scale residential projects within the Moscow Metropolitan Area and selected Russian regions. Since its foundation in 1994, PIK has become a market leader in mass market residential property sector completing over 200 000 apartments of affordable housing across the country. PIK has a substantial diversified land bank of net selling area of 6.6 million square meters and a dedicated professional team with over 12,000 employees. Given its brand recognition and the scale of its operations, in 2008 the Russian Government included PIK on the list of the nation's strategically important companies.
For more information please visit: http://www.pik-group.com
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