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LSR Group

April 2, 2019

Intended sale of existing ordinary shares in PJSC LSR Group

PJSC LSR Group (the "Company" or "LSR Group"), one of Russia's leading residential real estate developers and building materials producers, has been informed that Solneau Limited (the "Seller"), a company controlled by Mr. Andrey Molchanov (Chairman of the Board of Directors and the largest shareholder of the Company), intends to sell approximately 5.7 million ordinary shares in the Company (the "Sale Shares") in the form of local Rouble denominated ordinary shares listed on the Moscow Exchange (the "Sale"). The Sale Shares will represent approximately 5.53% of the issued share capital of the Company. The Company will not receive any proceeds of the Sale.  

The Sale Shares will be offered by way of an undocumented accelerated bookbuild (the "ABB"), which will be launched immediately following this announcement, to international institutional investors in accordance with Regulation S of the US Securities Act of 1933, as amended (the "US Securities Act"), and to qualified institutional buyers in the United States in accordance with Rule 144A of the US Securities Act and may close at any time at short notice. The price per Sale Share, the final number of Sale Shares to be sold, and allocations will be determined following completion of the ABB.

J.P. Morgan Securities plc and VTB Capital plc (the "Managers") are acting as Joint Global Coordinators and Joint Bookrunners in connection with the Sale.

The final offer price of the Sale Shares will be denominated in Russian Rubles ("RUB"). Potential purchasers of Sale Shares must indicate their payment currency (US Dollars ("USD") or Russian Rubles) at the time of placing an order with the Managers, which cannot be changed after the order book has been closed. The Sale Shares may be paid for in RUB or in USD at the exchange rate set by the Central Bank of Russia for 3 April 2019, being USD1:RUB65.4726.

Based on information available to the Company, the Seller will acquire the Sale Shares from Mr. Andrey Molchanov under a securities purchase agreement prior to completion of the Sale.

In connection with the Sale, each of Mr. Andrey Molchanov and the Seller have agreed to lock-up arrangements for 90 days following the completion of the Sale, with customary exceptions, in respect of their remaining shareholdings in the Company.

After completion of the Sale, assuming all Sale Shares are sold, Mr. Andrey Molchanov will continue to hold in aggregate approximately 54.5% of the issued share capital of the Company. The principal shareholder has made it clear that he intends to remain a long-term strategic shareholder of the Company. 

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. THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT, PROIR TO ITS PUBLIC DISCLOSURE, IS DEEMED TO CONSTITUTE INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN THIS ANNOUNCEMENT 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 ANY JURISDICTION, INCLUDING IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA AND JAPAN.

 

 

 

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