7th May 2008 07:00
X5 Retail Group N.V.07 May 2008 X5 RETAIL GROUP N.V. ANNOUNCES COMPLETION OF RUMP OFFERING AND SALE OF TREASURY STOCK AT A PRICE OF USD 35.0 PER GDR Amsterdam, 7 May 2008 - X5 Retail Group N.V. (the "Company"), Russia's largestfood retailer in terms of revenue (LSE ticker: "FIVE"), announces the results ofthe offering of unsubscribed GDRs (the "Rump Offering") from its recent offeringof rights (the "Rights Offering") and of the Company's GDRs held as TreasuryStock. • The Rump Offering comprised 1,684,704 GDRs, all of which have been placed by the Underwriters at a price of USD 35.0 per GDR, raising total gross proceeds of USD 58.97 million. Out of this amount: - Gross proceeds to the Company will total USD 35.92 million based on the price of USD 21.32 per GDR (the Rights Subscription price of USD 21.37 per GDR less the Depository's issuance fee of USD 0.05 per GDR). - An amount of USD 22.96 million (determined on the basis of the difference between the Rump Offering price of USD 35.0 per GDR and the Rights Subscription price of USD 21.37 per GDR) less taxes applicable to the Rump Offering, if any, will be paid to certain GDR holders pro-rata on the basis of unsubscribed GDRs in the Rights Offering. GDR holders who will be entitled to this excess payment are those who chose not to participate or who were not eligible to participate in the Rights Offering and GDR holders who subscribed for only a portion of their GDR entitlement under the Rights Offering. • As initially planned, the total gross proceeds to the Company from the Rights Offering and the Rump Offering amounted to USD 1,026 million. The Company intends to use these proceeds to fund the cash portion of the purchase price for Formata Holding B.V., the owner of the Karusel hypermarket chain ("Karusel"), and associated rebranding, restyling and integration costs. • To satisfy high investor demand in the Rump Offering, the Company decided to sell all of its 3,769,113 GDRs held as Treasury Stock in conjunction with the Rump Offering and at the same price (USD 35.0 per GDR), generating additional gross proceeds of USD 131.92 million. • As a result of the offerings, X5's share capital increased from 54,120,038 to 66,146,713 issued ordinary shares that are equivalent to 264,586,852 GDRs. • Citi and Goldman Sachs International are Joint Global Coordinators of the Offering. Alfa Capital Markets, Citi and Goldman Sachs International are Joint Bookrunners and Underwriters. BNP PARIBAS, Commerzbank Corporates & Markets, ING and Raiffeisen Centrobank are Co-Lead Managers. Lev Khasis, Chief Executive Officer of X5 Retail Group N.V., commented: "We were very pleased with the high level of demand during both the Rights andthe Rump Offerings, which reflects market appreciation of the Company's strongfundamental performance and growth prospects. We would like to thank ourshareholders for their support and welcome new investors who participated in theplacement yesterday." Note to Editors: X5 Retail Group N.V. is Russia's largest food retailer in terms of sales. TheCompany was created as a result of a merger between Pyaterochka (soft discounterchain) and Perekrestok (supermarket chain) on 18 May 2006. As at 31 March 2008, X5 had 731 Company managed soft discount stores located inMoscow (321), St. Petersburg (249) and other Russian areas (161), 183 Companymanaged supermarkets across Central Russia and Ukraine, including 108 stores inMoscow (Moscow region and Yaroslavl region), and 16 Company managedhypermarkets. As at 31 March 2008, X5's franchisees operated 711 stores across Russia andKazakhstan. X5's net sales for the full year 2007 reached USD 5,320 mln, an increase of 53%year-on-year. Gross profit for the period totaled USD 1,404 mln, EBITDAamounted to USD 479 mln. Full year 2007 net income reached USD 144 mln. X5Retail Group N.V.'s net retail sales for the first quarter 2008 increased 61%year-on-year in USD terms and reached USD 1,775 mln. For further details please contact Anna Kareva Elena CherkalovaIR Director PR ManagerTel.: +7 (495) 980-2729, ext. 22 162 Tel.: +7 (495) 950-5577e-mail: [email protected] e-mail: [email protected] Important Disclaimers This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the fact that they do not only relate to historical or current events. Forward-looking statements often use words such as" anticipate", "target", "expect", "estimate", "intend", "expected", "plan", "goal" believe", or other words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty becausethey relate to future events and circumstances, a number of which are beyond X5Retail Group N.V.'s control. As a result, actual future results may differmaterially from the plans, goals and expectations set out in theseforward-looking statements. Any forward-looking statements made by or on behalf of X5 Retail Group N.V.speak only as at the date of this announcement. Save as required by anyapplicable laws or regulations, X5 Retail Group N.V. undertakes no obligationpublicly to release the results of any revisions to any forward-lookingstatements in this document that may occur due to any change in its expectationsor to reflect events or circumstances after the date of this document. *** This document is an advertisement for the purposes of applicable measuresimplementing Directive 2003/71/EC (such Directive, together with any applicableimplementing measures in the relevant home Member State under such Directive,the "Prospectus Directive"). A prospectus prepared pursuant to the ProspectusDirective will be published, which, when published, can be obtained from(www.londonstockexchange.co.uk). These materials are not an offer for sale of securities in the United States.Securities may not be offered or sold in the United States absent registrationwith the United States Securities and Exchange Commission or an exemption fromregistration under the U.S. Securities Act of 1933, as amended. X5 Retail GroupN.V. has not registered, and does not intend to register any portion of anyoffering in the United States and does not intend to conduct a public offeringof GDRs in the United States. In any EEA Member State that has implemented the "Prospectus Directive, thiscommunication is only addressed to and is only directed at qualified investorsin that Member State within the meaning of the Prospectus Directive. This communication is only being distributed to and is only directed at (i)persons who are outside the United Kingdom or (ii) investment professionalsfalling within Article 19(5) of the Financial Services and Markets Act 2000(Financial Promotion) Order 2005 (the "Order") or (iii) high net worthcompanies, and other persons to whom it may lawfully be communicated, fallingwithin 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"). GDRs are onlyavailable to, and any invitation, offer or agreement to subscribe, purchase orotherwise acquire such GDRs will be engaged in only with, relevant persons. Anyperson who is not a relevant person should not act or rely on this document orany of its contents. This document is not a public offer or advertisement of securities in theRussian Federation, and is not an offer, or an invitation to make offers, topurchase, sell, exchange or transfer any securities in the Russian Federation orto or for the benefit of any Russian person or entity. Information contained inthis document is not an offer, or an invitation to make offers, sell, purchase,exchange or transfer any securities in the Russian Federation or to or for thebenefit of any Russian person, and does not constitute an advertisement of anysecurities in the Russian Federation. The securities of X5 Retail Group N.V.have not been and will not be registered in Russia and are not intended for "placement" or "circulation" in Russia. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
X5 Retail