Lenta Ltd Update on the proposed cash offer (2588V)
05 Aprile 2019 - 8:30AM
UK Regulatory
TIDMLNTR TIDMLNTA
RNS Number : 2588V
Lenta Ltd
05 April 2019
FOR IMMEDIATE RELEASE
5 April 2019
Update on proposed cash offer by Severgroup LLC for Lenta
Ltd.
The Lenta Independent Directors have received inquiries from
several Lenta Securityholders regarding the proposed cash offer
from Severgroup to acquire all of Lenta's issued shares and GDRs at
a price of US$ 3.60 per GDR or US$ 18.00 per share (the "Offer").
To address these inquiries, and recognizing that the answers to
these inquiries may be of general interest to other Lenta
Securityholders, the Lenta Independent Directors wish to confirm
the following aspects of the Offer (as further detailed in the
announcement of the Offer on April 1st, 2019) (the "Offer
Announcement"):
-- On April 1st, TPG, through its investment vehicle Luna, Inc.,
and the European Bank for Reconstruction and Development ("EBRD")
each agreed to sell their Lenta GDRs (representing in aggregate
approximately 42% of Lenta's voting rights) to Severgroup in
private transactions which they negotiated directly with
Severgroup. The purchase price under each of the TPG and EBRD
purchase agreements was US$ 3.60 per Lenta GDR. The Lenta
Independent Directors did not participate in those negotiations and
Lenta is not a party to those agreements.
-- The acquisition of an interest in Lenta Securities carrying
more than 30% of Lenta's voting rights triggers a requirement under
Regulation 5.8 of the Lenta Articles for Severgroup to make a
mandatory offer to Lenta Securityholders at the higher of: (i) the
highest price paid by Severgroup for Lenta Securities during the
12-month period prior to the Offer Announcement; and (ii) the VWAP
(volume weighted average price) of Lenta's GDRs in the six-month
period prior to the Offer Announcement (being US$ 3.28). Severgroup
has confirmed in the Offer Announcement that, other than pursuant
to the TPG and EBRD purchase agreements, it has not acquired or
agreed to acquire any Lenta Securities during the 12-month period
prior to the Offer Announcement.
-- Severgroup has accordingly complied with the pricing
requirements in the Lenta Articles by releasing the Offer
Announcement, which states that Severgroup will make the Offer to
all Lenta Securityholders at a price of US$ 3.60 per Lenta GDR and
US$ 18.00 per Lenta Share, if completion occurs under the TPG
purchase agreement.
-- Additionally, as further detailed in the Offer Announcement,
the Offer, if made, will not be subject to any conditions, and in
particular will not be conditional upon Severgroup achieving any
particular level of acceptances under the Offer.
-- The Lenta Independent Directors have not made, and do not
intend to make, any recommendation to Lenta Securityholders in
relation to the Offer. As set out in the Offer Announcement, in
these circumstances, the Lenta Independent Directors have not
expressed, and do not intend to express, an opinion on what action
(if any) individual Lenta Securityholders should take in relation
to Offer. That decision depends on each Lenta Securityholder's
circumstances.
-- The Lenta Independent Directors confirm that Magnit, a
Russian retailer, approached Lenta on March 11(th) to explore the
merits of a possible combination. High-level communications have
since taken place between Magnit and the Lenta Independent
Directors regarding a possible transaction, but Magnit has failed
to provide precision around the structure, timing and
deliverability of any such transaction, notwithstanding repeated
requests from the Lenta Independent Directors to do so. On 1(st)
April, after agreements had been reached by Severgroup with each of
TPG and EBRD, and shortly before the Offer Announcement was
released, Lenta received an indicative, non-binding proposal from
Magnit to acquire "100% of Lenta's business for an all-cash
consideration corresponding to U.S. $1,779,525,836" and implying an
equivalent value of US$ 3.65 per Lenta GDR. The Lenta Independent
Directors have asked Magnit to confirm whether it wishes to pursue
a transaction with Lenta in light of Severgroup agreeing to acquire
Lenta GDRs carrying approximately 42% of Lenta's voting rights from
TPG and EBRD and, if so, to provide clarity around the timing,
conditionality and deliverability of any such transaction and
precisely what Magnit is proposing to acquire. Magnit has not yet
provided those details.
-- The Lenta Independent Directors will seek to ensure that any
bona fide competing offer for Lenta is conducted in accordance with
the Lenta Articles.
Capitalised terms used but not otherwise defined in this
announcement have the meanings given to them in the Offer
Announcement.
Enquiries:
Lenta
Albert Avetikov Tel: +7 812 363-28-44
Email: albert.avetikov@lenta.com
J.P. Morgan (Financial Adviser to Lenta)
Toby Radford Tel. +44 20 7134 7066
Email: toby.radford@jpmorgan.com
Vladimir Blinov Tel. +7 495 937 7310
Email: vladimir.e.blinov@jpmorgan.com
Further information
J.P. Morgan Securities plc ("J.P. Morgan"), is authorised by the
PRA and regulated by the FCA and the PRA in the United Kingdom.
J.P. Morgan is acting exclusively as financial adviser to Lenta and
no one else in connection with the Offer and will not regard any
other person as its client in relation to the Offer and will not be
responsible to anyone other than Lenta for providing the
protections afforded to clients of J.P. Morgan or its affiliates,
or for providing advice in relation to the Offer or any other
matter referred to in this announcement.
This announcement is not intended to and does not constitute, or
form part of, an offer, invitation or the solicitation of an offer
to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the Offer or otherwise,
nor shall there be any sale, issuance or transfer of securities of
Lenta in any jurisdiction in contravention of applicable law. The
Offer, if made, will be made solely by means of the Offer Document,
which will, together, contain the full terms of the Offer including
details of how it may be accepted. Further details on how eligible
Lenta Securityholders can accept the Offer will be set out in the
Offer Document.
A copy of the Offer Announcement is available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Lenta's website at
www.lentainvestor.com/en/investors. For the avoidance of doubt, the
contents of that website are not incorporated into and do not form
part of this announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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