NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE RUSSIAN FEDERATION (UNLESS OTHERWISE PERMITTED UNDER RUSSIAN SECURITIES LAWS) OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.

These materials are not for 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).  These materials are not an offer or solicitation to purchase or subscribe for securities in the United States.  Securities may not be offered or sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. Lenta Ltd. does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States.

This document is an advertisement and is not a prospectus for the purposes of the Prospectus Directive.  A prospectus prepared pursuant to the Prospectus Directive is intended to be published, which, when published, can be obtained from Lenta Ltd. at its registered office. Investors should not subscribe for any securities referred to in this document except on the basis of information contained in the prospectus.  The expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in any relevant Member State) and includes any relevant implementing measure in the relevant Member State.

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 the Prospectus Directive is addressed solely to qualified investors (within the meaning of the Prospectus Directive) in that Member State.

This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as “relevant persons”). Any securities described herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

LENTA SUCCESSFULLY COMPLETED A PRIMARY CAPITAL INCREASE OF $150 MILLION;
EBRD PLACED 17.6 MILLION GDRs, REDUCING ITS STAKE IN LENTA TO 7.4% 

St. Petersburg, Russia; 21 October 2015– Lenta Ltd (LSE: LNTA / LNTR; MOEX: LNTA, "Lenta" or the "Company"), one of the largest retail chains in Russia, is pleased to announce the successful completion of an equity placing of $150 million (the “Placing”).  

Results of the Placing 

• Lenta has successfully completed an equity placing of 21,126,760 new GDRs via an accelerated bookbuild raising gross proceeds of $150 million.
• Additionally, the European Bank for Reconstruction and Development ("EBRD") has placed 17,623,240 GDRs. Following this sale and pro-forma Company’s capital increase EBRD will continue to hold a 7.4 per cent stake in Lenta and keeps the right to propose a candidate for a seat on the Company’s Board of Directors
• The shares were sold at a price of $7.10 per GDR.
• Pro-forma its capital increase and EBRD sell-down, Lenta’s free float has increased to 57.5%
• The Company has applied to the FCA, in its capacity as competent authority under the FSMA, for the GDRs to be admitted to the Official List of the FCA and to the LSE to admit the GDRs for trading under the symbol LNTA on its market for listed securities, on which the Company’s existing GDRs are admitted to trading, through its IOB. Subject to the transfer restrictions described under the following chapters of the Prospectus: “Selling and Transfer Restrictions”, “Plan of Distribution” and “Settlement and Delivery” and “Risk Factors — Risks Relating to the GDRs and the Trading Market — The GDRs may be delisted from MICEX”, the GDRs will be fungible with the existing GDRs.
• The Company expects that unconditional trading in the GDRs through the IOB will commence on or about 26 October 2015 (the “Closing Date”).
• Settlement of the Placing is expected to take place on 26 October 2015.
• Credit Suisse Securities (Europe) Limited, J.P. Morgan Securities plc and VTB Capital PLC are acting as Joint Global Coordinators and Joint Bookrunners in connection with the Placing.

Lock-Ups

There will be a lock-up period of 90 days for the Company, Luna Inc. (the investment vehicle of TPG Capital) and  EBRD in relation to their respective shareholdings in the Company following the Placing.

Updated guidance:

• Following successful completion of the Placing, Lenta is positioned to increase certain of its previously announced growth targets and therefore to update its 2016 guidance as follows: 
• Lenta to open at least 40 new hypermarkets in 2016 versus previous guidance of at least 32, significantly more hypermarkets than it has ever opened in a single calendar year
• Sufficient additional specific opportunities for own-store construction in 2016 have been identified, accordingly this increase in 2016 guidance is based solely on expected organic growth

Looking ahead, Lenta expects to pursue a similar or higher rate of organic growth of new hypermarket openings in 2017 and beyond. 

Lenta has previously updated its guidance for 2015 which was not contingent on the results of the Placing and remains unchanged. For 2015, Lenta has increased its store opening guidance to at least 30 hypermarkets and 10-15 supermarkets (unchanged from previous supermarket guidance). The previously communicated sales growth and capital expenditure guidance for 2015 remain unchanged.

Lenta expects that as a result of the further acceleration of growth enabled by the capital increase, the Company will significantly exceed its previously communicated goal of doubling selling space over the three years to December 2016.

Lenta’s Chief Executive Officer, Jan Dunning said:

“We are pleased to announce the successful completion of our $150 million equity placing. The proceeds of the capital increase will provide us with further financial flexibility to grow even more quickly and capitalize on the plentiful growth opportunities in Russian food retail. We are increasing our store opening guidance to at least 40 hypermarkets in 2016 and similar or higher numbers of hyper market openings in 2017 and beyond.

With this further acceleration in new store openings we expect to significantly exceed our target of doubling net selling space over the three years to December 2016.

I would also like to take this opportunity to express our gratitude to the EBRD who has been our longstanding partner and supporter as well as to welcome our further broadened shareholder base. Our free float has now increased to over 57% and we expect this will further benefit the liquidity of our stock”

EBRD Managing Director for Industry, Commerce and Agribusiness, Alain Pilloux said:

“The success of this offering demonstrates the continued interest in Lenta on the part of both the international and domestic investor community, based on the company’s proven ability to deliver outstanding performance even in challenging economic conditions. 

The EBRD continues to be strongly committed to Lenta and is comfortable with its remaining stake in the company following today’s partial sale, which was part of a normal portfolio management operation. The Bank looks forward to its continued involvement in the company’s Board of Directors”

***

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

Lenta
Anna Meleshina, Director of Public Relations and Government Affairs
+7 812 363 28 53
Anna.Meleshina@lenta.com 

Albert Avetikov, Director of Investor Relations
+7 812 363 28 44
Albert.Avetikov@lenta.com