Sistema and Russia-China Investment Fund successfully price offering of 117,777,459 Detsky Mir shares

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN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, Russia17 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.”

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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

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For further information, please visit www.sistema.com or contact:

Investor Relations

       Public Relations

Nikolai Minashin

       Sergey Kopytov

Tel.: +7 (495) 730 66 00

       Tel.: +7 (495) 228 15 32

n.minashin@sistema.ru

       kopytov@sistema.ru

Important Notice:

The information contained herein has been provided solely for use for this announcement. By reading this announcement, you agree to be bound by the limitations set out below. This announcement do not constitute or form part of, and should not be construed as, an offer, solicitation or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities of any entity, nor shall any part of it nor the fact of its distribution form part of, or be relied on in connection with, any contract or investment decision relating thereto.

Certain statements in this announcement are not historical facts and are forward looking statements. Forward looking statements include statements concerning the Russia-China Investment Fund, Sistema PJSFC (collectively, the “Selling Shareholders”) or PJSC “Detsky mir” (the “Company”), their plans, expectations, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, competitive strengths and weaknesses, financial position and future operations and development, the Company’s or the Selling Shareholders business strategy and the trends the Company or the Selling Shareholders anticipate in the industries and the political and legal environment in which the Company or the Selling Shareholders operate and any 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. Neither the Company nor the Selling Shareholders intend, and assume any obligation, to update any forward looking statement contained herein.

No reliance may be placed for any purpose whatsoever on the information contained in this document or on its completeness. No representation or warranty, express or implied, is given by or on behalf of the Company, the Selling Shareholders or any of their respective directors, officers or employees or any other person as to the accuracy or completeness of the information contained in this document and no liability whatsoever is accepted by the Company, the Selling Shareholders or their respective affiliates, advisors, agents, directors, officers or employees nor any other person for any loss howsoever arising, directly or indirectly, from any errors or omissions of information or use of such information or otherwise arising in connection therewith.

This document and the information contained herein is for information purposes only and does not constitute or form part of any offer of, or the solicitation of an offer to acquire or dispose of securities in the United States, Canada, Australia or Japan or in any other jurisdiction in which such an offer or solicitation is unlawful. The securities referred to herein (the “Shares”) have not been and will not be registered under the U.S. Securities Act of 1933 (the “Securities Act”), or under the applicable securities laws of any state or other jurisdiction of the United States, Canada, Australia or Japan. The Shares may not be offered or sold in the United States unless registered under the Securities Act or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and the securities laws of any relevant state or other jurisdiction of the United States. There will be no public offering of the Shares in the United States.

This document and any offer of securities to which it relates are only addressed to and directed at (1) in any Member State of the European Economic Area, persons who are "qualified investors" as defined in Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"); and (2) in the United Kingdom, persons who (i) have professional experience in matters relating to investments who fall within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"); (ii) fall within Article 49(2)(a) to (d) of the Order; or (iii) are persons to whom an offer of the Shares may otherwise lawfully be made (all such persons referred to in (1) and (2) together being referred to as the "Relevant Persons"). The information regarding the offering set out in this document must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

This document is not an offer or an invitation to make offers or an advertisement of securities in the Russian Federation.

 


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Sistema and Russia-China Investment Fund successfully price offering of 117,777,459 Detsky Mir shares

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