TIDMLNTR TIDMLNTA
RNS Number : 5313X
Lenta Ltd
30 April 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR FROM
ANY RESTRICTED JURISDICTION OR WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF ANY SUCH JURISDICTION
FOR IMMEDIATE RELEASE
30 April 2019
PROPOSED CASH OFFER
for
LENTA LTD.
by
SEVERGROUP LLC
OFFER DOCUMENT AVAILABLE
Background
On 1 April, Severgroup LLC ("Severgroup") announced it had
agreed to acquire from Luna Inc. ("Luna") 166,383,595 Lenta GDRs,
representing 33,276,719 Lenta Shares and approximately 34.44 per
cent. of the issued and outstanding voting shares in Lenta Ltd.
("Lenta") (excluding treasury shares) as of 1 April 2019 and
separately agreed to acquire from the European Bank for
Reconstruction and Development ("EBRD") 36,076,870 Lenta GDRs,
representing 7,215,374 Lenta Shares and approximately 7.47 per
cent. of the issued and outstanding voting shares in Lenta
(excluding treasury shares) as of 1 April 2019, in each case at a
price of US$ 3.60 per Lenta GDR and on and subject to the terms and
conditions of separate conditional share purchase agreements each
dated 1 April 2019.
Severgroup also announced its intention to make a cash offer (as
required by Regulation 5.8 of the Lenta Articles) to acquire all of
the issued and to be issued shares of Lenta and all of the Lenta
GDRs (excluding treasury shares) (the "Offer") from the holders
thereof (the "Lenta Securityholders"), subject to (a) all
conditions to completion of the sale and purchase of the Lenta GDRs
contemplated by the conditional share purchase agreement dated 1
April between Severgroup and Luna (the "Luna SPA") having been
satisfied or waived (and the Luna SPA having not been terminated),
and (b) the process for completion and settlement under the Luna
SPA having commenced, in each case in accordance with the terms of
the Luna SPA (the "Pre-Condition"),
Satisfaction of Pre-Condition and publication of the Offer
Document
Severgroup is pleased to announce that the Pre-Condition is
satisfied today, and accordingly, the offer document containing the
full terms and conditions of the Offer (the "Offer Document"),
together with the related Form of Acceptance, is being made
available today.
The Offer will remain open for acceptance until 1.00 p.m.
(London time) on 21 May 2019 (or such later time(s) or date(s) as
set out in the Offer Document). The Offer is not subject to any
conditions and, in particular, is not conditional upon Severgroup
achieving any particular level of acceptances under the Offer.
The procedure for acceptance is set out in page 6 to 10 of the
Offer Document.
A copy of the Offer Document will be made available on request
from the Tender Agent at citiexchanges@citi.com, and is available
on Lenta's website at www.lentainvestor.com/en/investors, in each
case subject to certain restrictions relating to persons resident
in Restricted Jurisdictions. For the avoidance of doubt, the
contents of that website are not incorporated into and do not form
part of this announcement.
Capitalised terms used but not otherwise defined in this
announcement have the meanings given to them in the Offer
Document.
Enquiries:
Severgroup
Anastasia Mishanina Tel: +7 495 926-77-66
Email: anastasia.mishanina@severgroup.ru
Lenta
Albert Avetikov Tel: +7 812 363-28-44
Email: albert.avetikov@lenta.com
Citigroup Global Markets Limited (Financial Adviser to
Severgroup)
Irackly Mtibelishvily Tel. +7 495 258 5146
Email: irackly.mtibelishvily@citi.com
Sergey Kurdyukov Tel. +7 495 258 5127
Email: sergey.kurdyukov@citi.com
J.P. Morgan (Financial Adviser to Lenta)
Toby Radford Tel. +44 20 7134 7066
Email: toby.radford@jpmorgan.com
Vladimir Blinov Tel. +7 495 937 7310
Email: vladimir.e.blinov@jpmorgan.com
Further information
This announcement is not intended to and does not constitute, or
form part of, an offer, invitation or the solicitation of an offer
to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the Offer or otherwise,
nor shall there be any sale, issuance or transfer of securities of
Lenta in any jurisdiction in contravention of applicable law. The
Offer is being made solely by means of the Offer Document, which
contains the full terms of the Offer including details of how it
may be accepted. Further details on how eligible Lenta
Securityholders can accept the Offer are set out in the Offer
Document.
Please be aware that addresses, electronic addresses and certain
other information provided by Lenta Securityholders and other
relevant persons for the receipt of communications from Lenta may
be provided to Severgroup during the Offer Period.
Citigroup Global Markets Limited ("Citi"), which is authorised
by the PRA and regulated by the PRA and the FCA in the UK, is
acting exclusively as financial adviser to Severgroup and no one
else in connection with the Offer and the subject matter of this
announcement, and shall not be responsible to anyone other than
Severgroup for providing the protections afforded to clients of
Citi, or for providing advice in connection with the Offer and the
subject matter of this announcement. Neither Citi nor any of its
subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Citi in connection with this
announcement, any statement contained herein or otherwise.
J.P. Morgan Securities plc ("J.P. Morgan"), which is authorised
by the PRA and regulated by the FCA and the PRA in the United
Kingdom, is acting exclusively as financial adviser to Lenta and no
one else in connection with the Offer and will not regard any other
person as its client in relation to the Offer and will not be
responsible to anyone other than Lenta for providing the
protections afforded to clients of J.P. Morgan or its affiliates,
or for providing advice in relation to the Offer or any other
matter referred to in this announcement.
The City Code on Takeovers and Mergers
Lenta is incorporated under the laws of the British Virgin
Islands and, as such, is not subject to the jurisdiction of the
City Code or any equivalent takeover regulations. Lenta has
incorporated certain takeover-related provisions into its articles
of association but these do not provide Lenta Securityholders with
the protections offered by the City Code, and enforcement of such
provisions is the responsibility of Lenta, not the UK Takeover
Panel. Accordingly, Lenta Securityholders are reminded that the UK
Takeover Panel does not have responsibility for ensuring compliance
of the Offer with the City Code and is not able to answer queries
in that regard. The Lenta Board has full power, authority and
discretion to interpret the takeover-related provisions in the
Lenta Articles and to waive, in whole or in part, compliance with
the same and in doing so will (unless it reasonably resolves
otherwise in light of the relevant prevailing facts and
circumstances) have reference to the precedent practice of the UK
Takeover Panel. See further in paragraph 6 of Part I of the Offer
Document.
Overseas jurisdictions
The availability of the Offer to Lenta Securityholders who are
not resident in and citizens of the UK, Russia or the United States
may be affected by the laws of the relevant jurisdictions in which
they are located or of which they are citizens. Such persons should
inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions. Lenta
Securityholders who are in any doubt regarding such matters should
consult an appropriate independent professional adviser in the
relevant jurisdiction without delay.
The release, publication or distribution of this announcement in
or into jurisdictions other than the UK, Russia or the United
States may be restricted by law and therefore any persons who are
subject to the law of any jurisdiction other than the UK, Russia or
the United States should inform themselves about, and observe, any
applicable requirements. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the Offer
disclaim any responsibility or liability for the violation of such
restrictions by any person. As this announcement has been prepared
for the purposes of complying with BVI law and the Lenta Articles,
the information disclosed may not be the same as that which would
have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions outside of the BVI.
The Offer is not being made, directly or indirectly, in, into or
from any jurisdiction where to do so would violate the laws in that
jurisdiction. Accordingly, copies of this announcement, the Offer
Document and any other formal documentation relating to the Offer
will not be, and must not be, mailed or otherwise forwarded,
distributed or sent in, into or from any jurisdiction where to do
so would violate the laws of that jurisdiction.
Notice to US Lenta Securityholders
The Offer is being made for the securities of a BVI incorporated
company and is subject to disclosure requirements which are
different from those of the United States. The financial
information included in the Offer Document has been prepared in
accordance with International Financial Reporting Standards and
thus may not be comparable to financial information of US companies
or companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the United
States.
The Offer is being made in the United States pursuant to an
exemption from the US tender offer rules provided by Rule 14d-1(d)
under the US Exchange Act. Accordingly, the Offer is subject to
disclosure and other procedural requirements, including with
respect to offer timetable, settlement procedures and timing of
payments, that are different from those applicable under US
domestic tender offer procedures and law.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, Severgroup or its nominees, or its
brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, Lenta Securities outside
of the United States, other than pursuant to the Offer, until the
date on which the Offer is complete. These purchases may occur
either in the open market at prevailing prices or in private
transactions at negotiated prices. Any information about such
purchases will be disclosed as required by applicable laws.
The receipt of cash pursuant to the Offer by a US Lenta
Securityholder will likely be a taxable transaction for US federal
income tax purposes and under applicable state and local, as well
as foreign and other, tax laws. Each holder of Lenta Securities is
urged to consult his or her independent professional advisor
immediately regarding the tax consequences of acceptance of the
Offer.
It may be difficult for US Lenta Securityholders to enforce
their rights and any claim arising out of US federal securities
laws, since Severgroup and Lenta are located in countries other
than the United States, and some or all of their officers and
directors may be residents of countries other than the United
States. US Lenta Securityholders may not be able to sue a non-US
company or its officers or directors in a non-US court for
violations of US securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to
a US court's judgement.
Notice to persons resident or located in Russia
Distribution of this announcement does not constitute an offer
("oferta") pursuant to Russian law and does not constitute a
placement and/or public circulation of securities or other
financial instruments in the Russian Federation.
The Lenta Shares have not been registered in the Russian
Federation and have not been, and are not intended to be, admitted
to "placement" and/or "public placement" and/or "public
circulation" in the Russian Federation. Accordingly, this
announcement and the information contained in it is not an offer,
or an invitation to make offers, sell, purchase, exchange or
transfer Lenta Shares in the Russian Federation and does not
purport to constitute an advertisement of Lenta Shares in the
Russian Federation. Information regarding Lenta Shares contained in
this announcement is not intended for any persons in the Russian
Federation who are not "qualified investors" (as defined under
Russian law). Any sale or transfer of Lenta Shares and other Lenta
Securities in the territory of the Russian Federation will be
subject to the requirements and restrictions set forth by Russian
law, including Russian currency control laws, as discussed
below.
Russian Residents are permitted by Russian currency control laws
to tender their Lenta GDRs under the Offer only if (i) the transfer
of such Lenta GDRs to Severgroup is recorded with an entity or
entities licensed to provide depositary services in Russia and (ii)
payment by Severgroup for such Lenta GDRs is made in Russian
Roubles. As Lenta Shares are currently not eligible for depositing
with Russian Depositaries, no Offer is or will be made in respect
of the Lenta Shares to Lenta Shareholders who qualify as Russian
Residents, whether or not such Lenta Shareholders qualify as
"qualified investors" for the purposes of Russian securities market
laws. The terms of the Offer will not restrict those Lenta
Shareholders from depositing relevant Lenta Shares in accordance
with the Deposit Agreement and tendering the Lenta GDRs
representing those Lenta Shares under the Offer. Lenta GDRs
tendered by Russian Residents under the Offer will have to be
delivered from the securities accounts of the tendering Lenta
Securityholders with a Russian Depositary to the Depo Account of
Severgroup with Algorithm. Such tendering Lenta Securityholders
will be paid in Russian Roubles in accordance with the procedure
and at the exchange rate set out in this announcement. Such
tendering may be subject to fees of a Russian Depositary and/or
other related costs, and all Russian Residents are strongly
encouraged to consult with their Russian Depositaries individually
in advance.
Forward-looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Offer, and other information published by Severgroup and Lenta
contain statements which are, or may be deemed to be,
"forward-looking statements" including for the purposes of the US
Private Securities Litigation Reform Act of 1995. Forward-looking
statements are prospective in nature and are not based on
historical facts, but rather on current expectations and
projections of the management of Severgroup and Lenta about future
events, and are therefore subject to risks and uncertainties which
could cause actual results to differ materially from the future
results expressed or implied by the forward-looking statements. The
forward-looking statements contained in this announcement include
statements relating to the expected effects of the Offer on
Severgroup and Lenta, the expected timing and scope of the Offer
and other statements other than historical facts. Often, but not
always, forward-looking statements can be identified by the use of
forward-looking words such as "plans", "expects" or "does not
expect", "is expected", "is subject to", "budget", "scheduled",
"estimates", "forecasts", "intends", "anticipates" or "does not
anticipate", or "believes", or variations of such words and phrases
or statements that certain actions, events or results "may",
"could", "should", "would", "might" or "will" be taken, occur or be
achieved. Although Severgroup and Lenta each believe that the
expectations reflected in its respective forward-looking statements
are reasonable, Severgroup and Lenta can give no assurance that
such expectations will prove to be correct. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to events and depend on circumstances that will occur
in the future. There are a number of factors that could cause
actual results and developments to differ materially from those
expressed or implied by such forward-looking statements. Other
unknown or unpredictable factors could cause actual results to
differ materially from those in the forward-looking statements.
Such forward-looking statements should therefore be construed in
the light of such factors. Neither Severgroup nor Lenta, nor any of
their respective associates or directors, officers or advisers,
provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any
forward-looking statements in this announcement will actually
occur. You are cautioned not to place undue reliance on these
forward-looking statements. Other than in accordance with their
legal or regulatory obligations, neither Severgroup nor Lenta is
under any obligation, and Severgroup and Lenta expressly disclaim
any intention or obligation, to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise
No profit forecasts or quantified benefits statement
No statement in this announcement is intended as a profit
forecast, profit estimate or quantified benefits statement and no
statement in this announcement should be interpreted to mean that
earnings per Lenta Security for the current or future financial
years would necessarily match or exceed the respective historical
published earnings per Lenta Security or to mean that the enlarged
group's earnings in the first 12 months following the Offer, or in
any subsequent period, would necessarily match or be greater than
those of Lenta for the relevant preceding financial period or any
other period.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
TENURRBRKNASORR
(END) Dow Jones Newswires
April 30, 2019 03:09 ET (07:09 GMT)
Lenta 144a (LSE:LNTR)
Gráfica de Acción Histórica
De Ago 2024 a Sep 2024
Lenta 144a (LSE:LNTR)
Gráfica de Acción Histórica
De Sep 2023 a Sep 2024