(London, 29 April 2013): OJSC PIK Group (LSE: PIK), one of Russia’s leading residential real estate developers, has launched a pre-emptive rights period for its existing shareholders to participate in a further issuance of its shares.
Name of issuer
Open Joint Stock Company “PIK Group,” is a company incorporated and existing under the laws of the Russian Federation with its registered address at 19 Barrikadnaya Street, Building 1, Moscow 123242, Russian Federation (the “Company”).
Decision with respect to an increase of the Company's charter capital
On 10 December 2012, the Company’s shareholders approved the issuance of 363,000,000 additional ordinary shares ("Additional Shares") by the Company. The respective share issuance decision and a Russian prospectus in relation to the proposed share issuance have been duly approved by the Board of Directors of the Company on December 21 December 2012 and registered with the Russian Federal Service for Financial Markets on 21 February 2013 under registration number 1-02-01556-À. If the Company determines to proceed with the issue the Additional Shares, these Additional Shares will be placed via an open subscription.
Pre-emptive rights
The Company has not yet determined whether it will commence the offering and issue any Additional Shares. However, in order to keep open its potential capital raising options, the Company has decided to launch the preemptive rights period today.
The Company’s registered holders of shares (the "Qualifying Shareholders") as of 31 October 2012 (the record date) have pre-emptive rights to acquire Additional Shares, if issued, pro rata to their shareholding in the Company’s share capital as of 31 October 2012 .
Qualifying Shareholders willing to exercise their pre-emptive rights are required to submit their written applications for the acquisition of Additional Shares (the “Application”) by no later than 20 May 2013 (the “Pre-emptive Rights Period”).
The recommended form for the Application is available upon request and is also available on the Company’s website. The Company is available to assist in relation to queries from investors with respect to the forms.
Qualifying Shareholders exercising pre-emptive rights must pay for the Additional Shares within 5 (five) business days from the date when the offering price for the Additional Shares is announced and simultaneously made available on the Company's website (inclusive of the date of announcement).
Offering price
As indicated above, the Company has not yet determined as to whether it will commence the offering and issue any Additional Shares. If it does proceed with the offering, the offer price for the Additional Shares, including the offer price for the Additional Shares available to Qualifying Shareholders , will be approved by the Company’s Board of Directors upon expiration of the Pre-emptive Rights Period (prior to 21 February 2014) and will be announced no later than the date of commencement of such offering and such information shall simultaneously be made available on the Company’s website.
The offer price of the Additional Shares will be the same for all purchasers, including Qualifying Shareholders exercising their pre-emptive rights.
Offering period
The offering commencement date for Qualifying Shareholders entitled to exercise their pre-emptive rights and for other purchasers of Additional Shares will be determined by the Company’s general director after expiration of the Pre-emptive Rights Period. The Company will then welcome payments from the Qualifying Shareholders and the other investors for all (or part) of the Additional Shares they have submitted Applications for.
The last date of the offering period (being the last day for Qualifying Shareholders and investors to make payments for Additional Shares) shall be the earliest of the following dates:
- The 5th (the fifth) business day from the offering commencement date (including the offering commencement date) for Qualifying Shareholders willing to exercise their pre-emptive rights or the 7th (the seventh) business day from the offering commencement date (including the offering commencement date) for all other investors ; or
- The date of allocation of the last Additional Share,
provided that such date will be no later than 21 February 2014.
Once payments are made, the Company will aim to organise prompt delivery of Additional Shares to the respective shareholder's accounts. While the Company, together with its share registrar and depositaries will aim to settle all accounts on the following day, the settlement may legally take up to 3 (three) business days. The Additional Shares will be fully tradable upon delivery to shareholders.
This communication is only being addressed to and is directed only at, persons who are in member states of the European Economic Area (“EEA”) who are “qualified investors” within the meaning of Article 2(1)(e) of EU Directive 2003/71/EC as amended (such Directive, together with any applicable implementing measures in the relevant home Member State under such Directive, the “Prospectus Directive”) (“Qualified Investors”). In addition, in the United Kingdom, this communication is only being distributed to and is directed only at, Qualified Investors who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as “Relevant Persons”). Any investment or investment activity to which this communication relates will only be available to and will only be engaged in with, (a) in the United Kingdom, by persons who are Relevant Persons and (b) in any other member state of the EEA, by persons who are Qualified Investors. Any person who is not a relevant person should not act or rely on this communication or any of its contents.
This communication is an advertisement and not a prospectus for the purposes of applicable measures implementing EU Directive 2003/71/EC as amended (such Directive, together with any applicable implementing measures in the relevant home Member State under such Directive, the “Prospectus Directive”) and as such does not constitute an offer to sell or the solicitation of an offer to purchase securities.
This communication is not for public release, publication or 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). This communication is not and does not constitute or form a part of any offer of, or solicitation to purchase or subscribe for, any securities in the United States. Any such securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"). Any such securities may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as such term is defined in Regulation S under the Securities Act), except pursuant to an exemption from the registration requirements of the Securities Act. No public offering of securities will be made in the United States of America.
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