Russia-China Investment Fund and Sistema successfully price offering of 184,750,001 Detsky Mir shares, creating the first Russian company with a 100% free float1

Press release, 02.09.2020

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN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

Moscow, September 2, 2020 – The Russia-China Investment Fund (RCIF, established by the Russian Direct Investment Fund and China Investment Corporation) via its investment vehicles Floette Holdings Limited and Exarzo Holdings Limited, and Sistema PJSFC (“Sistema” or the “Corporation”) (LSE: SSA; MOEX: AFKS), a publicly traded diversified Russian holding company, (collectively, the “Selling Shareholders”), have successfully priced the offering (the “Offering”) of Detsky Mir shares (the “Company”).

DETAILS OF THE OFFERING

  • The Offering size amounts to 184,750,001 existing shares in the Company, representing 25.00% of the Company’s share capital plus 1 share, which constitutes the Selling Shareholders’ entire shareholdings in the Company
  • The shares were sold at a price of RUB 112 per share.
  • Prior to the completion of the Offering, RCIF had a 4.62% ownership interest and Sistema had a 20.38% ownership interest, respectively, in the Company.
  • Following the completion of the Offering, the Selling Shareholders will cease to hold any ownership interests in the Company.
  • The Offering will raise gross proceeds of approximately RUB 20,692,000,112 for the Selling Shareholders, including RCIF – RUB 3,821,302,240.
  • Credit Suisse Securities (Europe) Limited, Goldman Sachs International, Sberbank CIB and VTB Capital plc acted as Joint Global Coordinators and Joint Bookrunners (the “JGCs”), and Alfa Bank acted as Joint Bookrunner.

Kirill Dmitriev, CEO of the Russian Direct Investment Fund and Co-CEO of RCIF, said:

“The placement of Detsky Mir shares once again was a landmark event with multiple oversubscription for the placing and more than 55% of the book was taken up by leading international funds from Europe, America and Asia. The participation of RDIF and partners in the equity and corporate governance of Detsky Mir in the last several years enabled the flagship IPO and subsequent successful development of the Company. Detsky Mir re-opened the Russian equity market to foreign investors in June 2020, having become the first Russian company to conduct a public offering of its shares after the start of the Covid-19 pandemic, and today it has become the first Russian company with a 100% free float1. A significant amount of orders from foreign investors confirms their strong interest in the growing business of Detsky Mir and the Russian market in general. RDIF will continue to cooperate substantively with Detsky Mir at a new stage of Company's growth.”

Bing Hu, Co-CEO and President of RCIF, said:

“On behalf of RCIF we are proud to be a part of such a success story as Detsky Mir. Based on our experience we believe that Russian consumer-oriented industries and companies with strong management, prominent growth strategy and great execution capabilities are highly attractive for Chinese investors. We also believe that this transaction provides an opportunity to increase value for all Detsky Mir shareholders, as it is immediately accretive to the traded liquidity of Detsky Mir shares, and highlights the strength of the Company and the Russian stock market overall.”


1 - Excluding quasi-treasury shares and shares held by management and directors

***

Russian Direct Investment Fund (RDIF) is Russia's sovereign wealth fund established in 2011 to make equity co-investments, primarily in Russia, alongside reputable international financial and strategic investors. RDIF acts as a catalyst for direct investment in the Russian economy. RDIF’s management company is based in Moscow. Currently, RDIF has experience of the successful joint implementation of more than 80 projects with foreign partners totaling more than RUB1.9 tn and covering 95% of the regions of the Russian Federation. RDIF portfolio companies employ more than 800,000 people and generate revenues which equate to more than 6% of Russia’s GDP. RDIF has established joint strategic partnerships with leading international co-investors from more than 15 countries that total more than $40 bn. Further information can be found at www.rdif.ru

Russia-China Investment Fund (RCIF) is a private equity fund established jointly by RDIF and CIC that aims to generate competitive returns by investing in projects that advance bilateral economic cooperation between Russia and China. Further information can be found at www.rcif.com

For additional information contact:

Arseniy Palagin                                       Andrew Leach / Maria Shiryaevskaya
Russian Direct Investment Fund                          Hudson Sandler
Press Secretary                                              Tel: +44 (0) 20 7796 4133 
Tel: +7 495 644 34 14, ext. 2395
Mobile: +7 916 110 31 41
E-mail: arseniy.palagin@rdif.ru

Jessy Zheng
Russia-China Investment Fund
Beijing, China
Tel.: +86 10 5762 9000
Fax: +86 10 57629111
jie.zheng@rcif.com                 

Yury S. Trofimov
Russia-China Investment Fund
Moscow, Russia
Tel.: +7 (495) 230-05-55 ext. 4243
Mob.: +7 (985) 765-13-12
yury.trofimov@rcif.com

Important Notice

The information contained herein has been provided solely for use for this announcement. By reading this announcement, you agree to be bound by the limitations set out below. This announcement do not constitute or form part of, and should not be construed as, an offer, solicitation or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities of any entity, nor shall any part of it nor the fact of its distribution form part of, or be relied on in connection with, any contract or investment decision relating thereto.

Certain statements in this announcement are not historical facts and are forward looking statements. Forward looking statements include statements concerning the Russia-China Investment Fund, Sistema PJSFC (collectively, the “Selling Shareholders”) or PJSC “Detsky Mir” (the “Company”), their plans, expectations, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, competitive strengths and weaknesses, financial position and future operations and development, the Company’s or the Selling Shareholders business strategy and the trends the Company or the Selling Shareholders anticipate in the industries and the political and legal environment in which the Company or the Selling Shareholders operate and any other information that is not historical information. By their very nature, forward looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that the predictions, forecasts, projections and other forward looking statements will not be achieved. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward looking statements. Neither the Company nor the Selling Shareholders intend, and assume any obligation, to update any forward looking statement contained herein.

No reliance may be placed for any purpose whatsoever on the information contained in this document or on its completeness. No representation or warranty, express or implied, is given by or on behalf of the Company, the Selling Shareholders or any of their respective directors, officers or employees or any other person as to the accuracy or completeness of the information contained in this document and no liability whatsoever is accepted by the Company, the Selling Shareholders or their respective affiliates, advisors, agents, directors, officers or employees nor any other person for any loss howsoever arising, directly or indirectly, from any errors or omissions of information or use of such information or otherwise arising in connection therewith.

This document 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 the United States, Canada, Australia or Japan or in any other jurisdiction in which such an offer or solicitation is unlawful. The securities referred to herein (the “Shares”) have not been and will not be registered under the U.S. Securities Act of 1933 (the “Securities Act”), or under the applicable securities laws of any state or other jurisdiction of the United States, Canada, Australia or Japan. The Shares may not be offered or sold in the United States unless registered under the Securities Act or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and the securities laws of any relevant state or other jurisdiction of the United States. There will be no public offering of the Shares in the United States.

This document and any offer of securities to which it relates are only addressed to and directed at (1) in any Member State of the European Economic Area, persons who are "qualified investors" as defined in Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"); and (2) in the United Kingdom, persons who (i) have professional experience in matters relating to investments who fall within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"); (ii) fall within Article 49(2)(a) to (d) of the Order; or (iii) are persons to whom an offer of the Shares may otherwise lawfully be made (all such persons referred to in (1) and (2) together being referred to as the "Relevant Persons"). The information regarding the offering set out in this document must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

This document is not an offer or an invitation to make offers or an advertisement of securities in the Russian Federation.