Start of the Mandatory Tender Offer
THIS PRESS RELEASE AND INFORMATION CONTAINED HEREIN ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO, OR TO ANY PERSON IN, ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.
5 October 2023, Moscow, Russia. Detsky Mir Group (“Detsky Mir”, “PJSC Detsky Mir” or the “Company”, MOEX: DSKY), a specialised retailer and the leader in the children’s goods sector in Russia and Kazakhstan, informs that the the subsidiary of the Company launched the public offer to shareholders of PJSC Detsky Mir to repurchase Shares (hereinafter referred to as the “Mandatory Tender Offer of JSC DMFA”) with potential size of the offer up to 100% of the remaining outstanding shares of PJSC Detsky Mir (hereinafter referred to as the “Shares”).
As previously announced, JSC DMFA consolidated more than 50% of the Shares (including Shares owned by its affiliates), based on the results of the Share repurchase programs launched in May 2023. Therefore, in accordance with Russian law, JSC DMFA sent a public offer to the Company’s shareholders to repurchase Shares from them (hereinafter referred to as “Mandatory Tender Offer of JSC DMFA”), which was received by the Company on the 5th of October 2023.
According to the terms of the Mandatory Tender Offer of JSC DMFA, payments for the repurchased Shares will be made at a price of 71.5 rubles per Share, which is in line with Russian legislation: the price per ordinary Share in the Mandatory Tender Offer is not lower than the weighted average price per Share, which is based on the results of organized trading for the six months preceding the date of submission of the Mandatory Tender Offer to the Central Bank of Russia and the highest price at which JSC DMFA and its affiliates repurchased the Shares during the six months preceding the date of sending the Mandatory Tender Offer to the Company.
Thus, the shareholders of PJSC Detsky Mir have an option to sell the shares by accepting the Mandatory Tender Offer of JSC DMFA – the terms of sale are set in the text of the Mandatory Tender Offer of JSC DMFA posted on the Internet page at https://www.e-disclosure.ru/portal/files.aspx?id=38840&type=10.
Shareholders’ submitted applications under the Mandatory Tender Offer of JSC DMFA will be accepted from the 5th of October 2023 to the 14th of December 2023 (the deadline for accepting mandatory tender offer). The payment period for the Shares acquired under mandatory tender offer will be 17 days from the expiration date for the acceptance of the mandatory tender offer.
As previously reported, in accordance with a permission from the sub-committee of the Government Commission for Control over Foreign Investments in the Russian Federation (hereinafter referred to as “the Government Commission”), as part of the Mandatory Tender Offer, non-resident investors from unfriendly countries[1] and persons under their control who will participate in the Mandatory Tender Offer will be able to receive cash payments for the Shares sold only to C-type accounts.
It is expected that after the completion of the Mandatory Tender Offer, the Company may be liquidated, subject to the necessary corporate approvals. In this case, all remaining shareholders who, for one reason or another, do not take part in the offer to sell the Shares prior to such liquidation, will be able to receive the property of the liquidated company remaining after the completion of settlements with creditors (liquidation value) as part of the voluntary liquidation of PJSC Detsky Mir on a pro rata basis. The Company’s shares will be cancelled in this case.
The Company underscores that the liquidation value per Share that the Company’s shareholders will receive in the event of its voluntary liquidation may be lower than the price per Share acquired by JSC DMFA during the Mandatory Tender Offer.
The Company plans to request authorization from the Ministry of Finance of the Russian Federation to remit payments in cash, remaining after settlements with creditors during liquidation, for shares of non-resident investors from unfriendly countries to their respectively indicated accounts by bypassing C-type accounts. Should such authorization be granted, the shareholders may use the funds at their own discretion and no additional approval from the Russian regulator will be needed.
Mandatory Tender Offer of JSC DMFA received by the Company on the 5th of October 2023, in accordance with the requirements of the legislation of the Russian Federation, passed the procedure of state control by the Bank of Russia. Within the period stipulated by the legislation of the Russian Federation, recommendations of the Company’s Board of Directors will be accepted in respect of the tender offers, which will be published along with other necessary information on the Company’s website.
The Company recaps that participation in the Mandatory Tender Offer is a right and not an obligation for shareholders. Prior deciding to sell the Shares under the Mandatory Tender Offer of JSC DMFA, the Company’s shareholders should carefully read the content and terms of Mandatory Tender Offer of JSC DMFA, as well as the content of Articles 84.2 and 84.3 of the Federal Law “On Joint-Stock Companies”, recommendations of the Board of Directors regarding the Mandatory Tender Offer of JSC DMFA and other materials that will be published on the Company’s website. Shareholders are advised to consult with their financial, tax and legal advisors if they have any questions in connection with the announced mandatory tender offer.
IMPORTANT INFORMATION
This announcement does not constitute a public offer, advertisement or mandatory tender offer under Russian law.
This announcement may contain forward-looking statements concerning the Company. Generally, the words “will”, “may”, “should”, “could”, “would”, “can”, “plan”, “opportunity”, “believes”, “expects”, “intends”, “anticipates”, “estimates” or similar expressions identify forward-looking statements. The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Forward-looking statements include statements relating to business and management strategies of the Company. Many of these risks and uncertainties relate to factors that are beyond the Company’s ability to control or estimate precisely and therefore undue reliance should not be placed on such statements, which speak only as at the date of this announcement. The Company assumes no obligation in respect of, and does not intend to update, these forward-looking statements, except as required pursuant to applicable law.
IMPORTANT NOTICE
THIS PRESS RELEASE AND INFORMATION CONTAINED HEREIN ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO, OR TO ANY PERSON IN, ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.
THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS PRESS RELEASE AND/OR THE MANDATORY TENDER OFFER DOCUMENT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS. PERSONS INTO WHOSE POSSESSION THIS PRESS RELEASE, THE MANDATORY TENDER OFFER DOCUMENT AND/OR ANY RELATED MATERIALS MAY COME ARE REQUIRED TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS. FAILURE TO OBSERVE SUCH RESTRICTIONS MAY CONSTITUTE A BREACH OF SECURITIES LAWS IN THE RELEVANT JURISDICTIONS.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR ADVERTISEMENT OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF THE COMPANY, NOR SHALL ANY PART OF IT NOR THE FACT OF ITS DISTRIBUTIONS FORM PART OR BE RELIED ON IN CONNECTION WITH ANY CONTRACT OR INVESTMENT DECISION RELATING THERETO, NOR DOES IT CONSTITUTE A RECOMMENDATION REGARDING SECURITIES OF THE COMPANY. ANY SUCH OFFER OR SOLICITATION IS MADE ONLY BY MEANS OF THE MANDATORY TENDER OFFER DOCUMENT RECEIVED BY THE COMPANY.
THE TERMS OF THE MANDATORY TENDER OFFER ARE CONTAINED IN THE MANDATORY TENDER OFFER DOCUMENT. INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE STRONGLY ADVISED TO READ THE MANDATORY TENDER OFFER DOCUMENT AND RELATED MATERIALS AS SOON AS THEY HAVE BEEN PUBLISHED, AS THESE WILL CONTAIN IMPORTANT INFORMATION. IN CONSIDERING THE MANDATORY TENDER OFFER, THE COMPANY SECURITYHOLDERS SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THE MANDATORY TENDER OFFER DOCUMENT.
NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED OF THE MANDATORY TENDER OFFER, PASSED UPON THE FAIRNESS OR MERITS OF THE MANDATORY TENDER OFFER OR DETERMINED WHETHER THE MANDATORY TENDER OFFER IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
THE OFFEROR DOES NOT PLAN TO PURCHASE THE COMPANY’S ORDINARY SHARES, OTHER THAN PURSUANT TO THE MANDATORY TENDER OFFER, DURING THE MANDATORY TENDER OFFER PERIOD. IN ACCORDANCE WITH APPLICABLE RUSSIAN LAW, ANY ADVISER TO THE OFFEROR OR ANY OF THE OFFEROR’S AFFILIATES, AND ANY PERSON ACTING, DIRECTLY OR INDIRECTLY, IN CONCERT WITH ANY SUCH PERSONS, MAY FROM TIME TO TIME MAKE PURCHASES OF, OR ARRANGEMENTS TO PURCHASE, THE COMPANY’S ORDINARY SHARES OTHER THAN PURSUANT TO THE MANDATORY TENDER OFFER, BEFORE OR DURING THE PERIOD OF THE MANDATORY TENDER OFFER, SO LONG AS THOSE ACQUISITIONS OR ARRANGEMENTS COMPLY WITH APPLICABLE LAW. ANY OF THE PURCHASES REFERRED TO IN THIS PARAGRAPH MAY OCCUR EITHER IN THE OPEN MARKET AT PREVAILING PRICES OR IN PRIVATE TRANSACTIONS AT NEGOTIATED PRICES. INFORMATION ABOUT SUCH PURCHASES WILL BE DISCLOSED AS AND IF REQUIRED BY APPLICABLE SECURITIES LAWS.
THIS ANNOUNCEMENT, AND ANY INVESTMENT ACTIVITY TO WHICH IT RELATES, IS AVAILABLE ONLY TO (I) PERSONS WHO ARE OUTSIDE THE UNITED KINGDOM, (II) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE “ORDER”), (III) HIGH NET WORTH COMPANIES FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, (IV) PERSONS WITHIN THE SCOPE OF ARTICLE 43 OF THE ORDER, OR (V) ANY OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE MADE UNDER THE ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). THIS ANNOUNCEMENT MAY NOT BE ACTED OR RELIED ON IN THE UNITED KINGDOM BY ANYONE WHO IS NOT A RELEVANT PERSON.
THE COMPANY IS A COMPANY ORGANISED UNDER THE LAWS OF THE RUSSIAN FEDERATION. THE MANDATORY TENDER OFFER IS MADE PURSUANT TO RUSSIAN LAW. THE MANDATORY TENDER OFFER IS SUBJECT TO DISCLOSURE AND PROCEDURE REQUIREMENTS OF THE RUSSIAN FEDERATION WHICH ARE DIFFERENT FROM THOSE OF THE UNITED KINGDOM OR THE UNITED STATES. IN ADDITION, U.S. INVESTORS SHOULD BE AWARE THAT THE MANDATORY TENDER OFFER DOCUMENT HAS BEEN PREPARED IN A FORMAT AND STYLE, WHICH DIFFER FROM THE U.S. FORMAT AND STYLE. FURTHERMORE, THE PAYMENT AND SETTLEMENT PROCEDURE WITH RESPECT TO THE MANDATORY TENDER OFFER FOR ORDINARY SHARES DIFFERS FROM U.S. PAYMENT AND SETTLEMENT PROCEDURES, PARTICULARLY WITH REGARD TO THE DATE OF PAYMENT OF CONSIDERATION.
[1] The list of unfriendly countries is set in accordance with the Decree of the Government of the Russian Federation No. 430-r dated March 5, 2022