Not for distribution in or into or to any person located or resident in the United States, its territories and possessions or to any U.S. person (as defined in regulation S under the United States securities act of 1933) or in any jurisdiction where it would be illegal or unlawful. The tender offer described in the announcement is only made to GDR holders outside of the United States and must not be acted upon by, or for the account or benefit of, a U.S. person (as defined in regulation S under the United States securities act of 1933, as amended). Holders of rule 144a GDRs may not participate in the tender offer.
PIK Group Announces Results of Tender Offer
Moscow, 27 March 2017 - PIK Group ('PIK' or the 'Company') (MOEX: PIKK, LSE: PIKK) today announces the results of the Tender Offer announced on 13 March 2017. The Tender Offer closed at noon GMT on 24 March 2017.
With the aim of assuring the rights and interests of GDR holders in the context of low liquidity of the Company's GDRs on the London Stock Exchange, and in keeping with its strong commitment to good corporate governance and fair treatment of GDR holders, the Company provided its GDR holders the option to tender their GDRs to PIK at US$ 5.101 per GDR (the 'Tender Offer'). The purchase price represented a premium of 13% per GDR to the 3-month volume weighted average price for the period ended on 10 March 2017, and a premium of 3% to the closing price per GDR on the LSE on 10 March 2017.
Based on the final report provided by the GDR Tender Agent, a total of 53,025,804 GDRs were validly tendered and not withdrawn by GDR holders. In accordance with the terms and conditions of the Tender Offer, PIK has accepted to purchase on a pro rata basis (adjusted to exclude fractional entitlements) 49,990,198 GDRs, representing the maximum number of GDRs under the Tender Offer, at the price of US$ 5.101 per GDR, for a total cost of US$255 million. The GDR Tender Agent will make payment through the clearing systems as soon as practicable for further distribution to the holders of the GDRs that have been tendered and accepted.
The GDRs that PIK has accepted to purchase represent approximately 62.6% of the Company's issued GDRs as of 24 March 2017.
As announced on 13 March 2017, an application will be made with the UK Listing Authority to cancel the listing of the GDRs from the Official List of the United Kingdom Financial Conduct Authority and from trading on the standard segment of the London Stock Exchange (the 'Delisting'). Delisting is expected to take place on 15 June 2017.
Following the Delisting, the GDR programme will remain in place and continue to be administered by BNY Mellon. GDR holders may:
- continue to own delisted GDRs, retaining the right to vote and receive dividends on the underlying shares;
- sell their GDRs on the over-the-counter (OTC) market; or
- convert their GDRs into MOEX-listed ordinary shares,
and should seek independent financial, legal and tax advice as to the options available.
Sergei Gordeev, President and Chairman of the Management Board, said:
'We are pleased with the results of the tender offer. PIK intends to delist from the LSE in June 2017 and consolidate trading of our shares on Moscow Exchange in order to increase the liquidity of the stock.'
ABOUT PIK GROUP
PIK Group was founded in 1994 and today is the leading residential real estate developer by construction volumes (sqm) in the Moscow Metropolitan Area and in Russia as a whole[1]. The Company is present in nine regions of Russia with an extensive project pipeline focused on the lucrative Moscow Metropolitan Area. The Company has a proven track record with about 16 million sqm of residential real estate built since inception (0.9 million sqm in 2016).
PIK shares have been listed on Moscow Exchange since 2007 and the Company has the largest market cap among Russian peers of $3.3 billion[2]. PIK Group has a strong reputation on the market and continues to demonstrate robust financial and operating results:
- Record growth by all indicators in 2016 - total cash collections progressed by 47% year-on-year, new sales contracts to customers advanced by 52% year-on-year, 63 new properties were put on sale against 50 in 2015;
- The share of mortgage-backed deals has grown sevenfold over the last seven years thanks to a disciplined and customer-centric approach;
- Comfortable leverage profile without exposure to currency risks which creates room for further sustainable growth.
2017 will be a turning point as the Company intends to double the size of its business primarily on account of synergy gains arising from the acquisition deal, favourable market momentum and a lower mortgage rate trend. PIK expects to achieve total new sales to customers of 1.7 - 1.9 million sqm (up 80-100% year-on-year) and total cash collections of RUB 190 - 200 billion
(up 90-100% year-on-year).
ENQUIRIES
PIK contacts
Investors Media
Polina Kurshetsova Natalia Mikhna
Tel: +7 495 505 97 33 ext. 3785 Tel: +7 909 913 14 70
E-mail: ir@pik.ru E-mail: pressa@pik.ru
EM contacts
IMPORTANT NOTICE TO INVESTORS
The decision whether to submit applications to tender GDRs may entail certain risks. In deciding whether to tender GDRs, holders of GDRs are urged to consider the information that is contained in the Tender Offer Memorandum and seek independent financial, legal and tax advice. None of PIK, the Offeror, PIK's board of directors, the tender agent, the depositary, or the professional advisors of any of them, is making any recommendation to the GDR holders as to whether or not to tender GDRs in the Tender Offer.
This announcement and the Tender Offer does not constitute an offer to buy or the solicitation of an offer to sell securities in any circumstances in which such Tender Offer or solicitation is unlawful.
The GDR Tender Offer is only made to GDR holders outside of the United States and must not be acted upon by, or for the account or benefit of, a U.S. Person (as defined in Regulation S under the United States Securities Act of 1933, as amended). Holders of Rule 144A GDRs may not participate in the Tender Offer. Neither the United States Securities and Exchange Commission ('SEC') nor any US state securities commission or regulatory authority has approved or disapproved of the Tender Offer, passed upon the fairness or merits of the Tender Offer or determined whether this announcement or the Tender Offer Memorandum is accurate or complete. Any representation to the contrary is a criminal offence in the United States.
The information contained in this announcement and the Tender Offer Memorandum is addressed exclusively to the holders of GDRs of PIK. Neither this announcement, the Tender Offer Memorandum nor the Tender Offer described herein nor any information contained herein constitute an offer ('OFERTA') pursuant to Russian law, or an advertisement, or an offer of securities to an unlimited number of persons within or outside the territory of the Russian Federation, or voluntary tender offer or mandatory tender offer under Russian law. Neither this announcement, the Tender Offer Memorandum nor the Tender Offer described herein constitute or are intended for placement or public circulation of securities of foreign issuers in the Russian Federation. GDRs of PIK to which the Tender Offer relates are neither registered in the Russian Federation nor admitted to placement, public placement or public circulation in the Russian Federation in accordance with article 51.1 of Russian Federal Law dated 22 April, 1996 No. 39-FZ 'on the securities market' (as amended). The tender and purchase of GDRs of PIK will be carried out exclusively in accordance with the procedures set forth in the Tender Offer Memorandum.
This announcement, and any investment activity to which it relates, is available only to persons in the United Kingdom to whom it may lawfully be communicated in accordance with the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, any person satisfying this criterion being referred to as a 'relevant person'. This announcement may not be acted or relied on in the United Kingdom by anyone who is not a relevant person.
[1] Source: National Association of Property Developers data as of 1 March 2017, as a sum of PIK and Morton's data
[2] As of 10 March 2017
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