27th Mar 2008 13:16
X5 Retail Group N.V.27 March 2008 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN X5 RETAIL GROUP N.V. TO HOLD EGM ON 21 APRIL 2008 Amsterdam, 27 March 2008 - X5 Retail Group N.V. (the "Company"), Russia'slargest food retailer in terms of sales (LSE ticker: "FIVE"), today announcedthat the Company's Supervisory Board and Management Board have decided toconvene an Extraordinary General Meeting of Shareholders ("EGM") on 21 April2008 in Amsterdam, the Netherlands. The record date for the EGM is 28 March2008. The purpose of the EGM is to authorise the Company's Supervisory Boardand Management Board to make certain decisions with respect to financing of thepotential acquisition of Formata Holding B.V. ("Formata")1, owner of the Karuselhypermarket chain, as described below. The Company is proceeding as planned with the due diligence on Formata and willannounce its decision on the acquisition as soon as such a decision is approvedby the Supervisory Board, subject to the Company's satisfaction with the resultsof the due diligence. The financing structure for the potential acquisition of Formata is still beingdetermined, with different forms of equity financing currently underconsideration, including the possibility of granting existing GDR holders rightsto subscribe for additional GDRs on a pro rata pre-emptive basis (subject toapplicable legal requirements). To make possible equity financing optionstechnically feasible, the Supervisory Board requires extended authority toapprove the issuance of shares and the granting of rights to subscribe forshares. Should the Company decide to proceed with the acquisition, itanticipates to raise equity financing of approximately USD 1 billion in thefirst half of this year. Additionally, as the Call Option Agreement(1) provides that, at the Company'sdiscretion, up to 25% of the Option Price2 can be satisfied by newly issued X5Retail Group shares ("Share Consideration") the Supervisory Board needs to haveauthorization of the EGM on the right to approve such an in kind share paymentand respective share issuance. If X5 Retail Group were to select the ShareConsideration option, it intends to exclude the pre-emptive rights in respect ofthe related share issuance. In connection herewith, the Company also seeksauthorisation from the EGM for the Supervisory Board to approve the exclusion orlimitation of the pre-emptive right with respect to a contribution in kind. As provided in the Call Option Agreement, the Share Consideration is based onthe volume weighted average price of an X5 ordinary share for the 30-day periodimmediately prior to the date of the Option Notice. The Option Notice was sentto Formata shareholders on 2 January 2008. It should be noted that the Companyintends to use the Share Consideration option only if it is more advantageousfrom a financial perspective than a cash payment. Thus the convocation of the EGM is a technical step to prepare for the potentialacquisition of Formata. These authorisations for the Supervisory Board willensure that the implied capital raising can be tailored to meet the Company'sneeds to fund the acquisition and that the Company has sufficient flexibility indeciding on the funding format, including an option to issue shares on apre-emptive basis, among other financing possibilities. A copy of the agenda of the EGM (including the explanatory notes to the agenda)can be found at www.x5.ru. 1 Pursuant to a Call Option Agreement relating to the entire issued capital of Formata between the Company, Puritani Corporation N.V. and Overture Corporation N.V. dated 11 April 2006 2 Please see X5 Retail Group press release dated 16 January 2008 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 of 31 December 2007, the Group had 674 Company managed soft discount storeslocated in Moscow (309), St. Petersburg (244) and other Russian areas (121), 179Company managed supermarkets across Central Russia and Ukraine, including 105stores in Moscow (Moscow region and Yaroslavl region), and 15 Company managedhypermarkets. As of 31 December 2007, X5's franchisees operated 688 stores across Russia andKazakhstan. The Group's net sales for the full year 2007 reached USD 5,320 mln, an increaseof 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 141 mln. Important Disclaimers This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identifiedby 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 otherwords 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. *** 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. 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. For further details please contact Anna Kareva Elena Cherkalova IR Director PR Manager Tel.: +7 (495) 980-2729, ext. 22 162 Tel : +7 (495) 950-5577 e-mail: [email protected] e-mail: [email protected] This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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