NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY LAW
Moscow, Russia – 17 June 2020 – Sistema PJSFC (“Sistema” or the “Corporation”) (LSE: SSA; MOEX: AFKS), a publicly traded diversified Russian holding company, together with the Russia-China Investment Fund (“RCIF”, established by RDIF and China Investment Corporation, and the “Selling Shareholders” collectively) have successfully priced the offering (the “Offering”) of Detsky Mir shares (the “Company”).
DETAILS OF THE OFFERING
· The Offering size amounts to 117,777,459 existing shares in Detsky Mir, representing 15.94% of the Company’s share capital.
· The shares shall be sold at a price of RUB 93 per share.
· Following the completion of the Offering, the free float of Detsky Mir shall be approximately 75.00% with the Selling shareholders retaining 25.00% plus 1 share combined.
· The Offering will raise gross proceeds of approximately RUB 10,953m for the Selling Shareholders, inclusive of RUB 8,930m for Sistema.
· Prior to the completion of the Offering, Sistema has 33.38% ownership interest and RCIF has 7.56% ownership interest, respectively, in Detsky Mir. Following the completion of the Offering, Sistema shall have a remaining ownership interest of 20.38% and RCIF shall have a remaining ownership interest of 4.62%, respectively, in the Company.
· Credit Suisse Securities (Europe) Limited, Goldman Sachs International, Sberbank CIB and VTB Capital plc are acting as Joint Global Coordinators and Joint Bookrunners (the “JGCs”), Alfa Bank is acting as Joint Bookrunner.
Shares in Detsky Mir held by Sistema and RCIF which were not sold in the Offering will be subject to a 90-day lock-up, subject to certain customary exceptions.
Net proceeds from the offering received by Sistema will be used for general corporate purposes, including debt reduction.
Vladimir Chirakhov, Sistema President and CEO, said,
“The robust interest in the Offering attests to the fundamental strength of Detsky Mir's investment case. Detsky Mir’s growth has been increasingly underpinned by the online sales channel, proving that the strategic focus on omni-channel has been paying off. We have always believed that the enhanced liquidity is of interest to all shareholders and acted on that accordingly. Thanks to a successful transaction last year, the liquidity has been increasing to the benefit of all shareholders. With the increased free float now making up approximately 75.00% following the Offering, Detsky Mir will further improve its liquidity profile, attracting a wider range of investors. Sistema, as a significant shareholder, will continue to support Detsky Mir in its strategic development as it strengthens its market leadership, enhances online sales channels and expands into new markets.”
Sistema PJSFC is a Russian publicly-traded diversified holding company serving over 150 million customers in the sectors of telecommunications, high technology, banking, retail, timber processing, agriculture, real estate, tourism and healthcare services. The company was founded in 1993. Its revenue in 2019 reached RUB 656.9bn; its total assets equalled RUB 1.3tn as of 31 December 2019. Sistema's global depositary receipts are listed under the “SSA” ticker on the London Stock Exchange. Sistema’s ordinary shares are listed under the “AFKS” ticker on Moscow Exchange. Website: www.sistema.ru
For further information, please visit www.sistema.com or contact:
Phone: +7 (495) 730 66 00
Phone: +7 (495) 228 15 32