The participating shareholders will receive an all-cash consideration of RUB 160 for each Share purchased. The proposed purchase price is a record-high price for the Shares and is based on RUB 118,240 million valuation for 100% of total number of issued and outstanding Shares. The purchase price represents:
a cash premium of 27.9% to the closing price per Share on the Moscow Exchange of RUB 125.12 as of November 27, 2020;
a cash premium of 33.3% to the 1-month volume weighted average price per Share ("VWAP") of RUB 120.001;
a cash premium of 38.0% to the 3-month VWAP of RUB 115.931;
a cash premium of 43.2% to the 6-month VWAP of RUB 111.741; and
a cash premium of 42.9% to the price per share in the most recent SPO of the Company in September 2020, which was RUB 112.00.
Calculated as November 27, 2020.
Given the premium offered, the Tender Offer represents a compelling opportunity for eligible shareholders of the Company to realise certain and immediate value.
The eligibility, the purchase price, the procedure for submission of applications to enter into share purchase agreements, the procedure for the acceptance of applications duly submitted, the terms of the transfer of, and payment for, the Shares accepted for purchase in the Tender Offer and other matters relating to the Tender Offer are subject to the terms and conditions set forth in the Tender Offer Memorandum.
Number of Shares
In the aggregate, not more than 220,961,000 Shares, constituting in the aggregate 29.9% of the total number of issued and outstanding Shares (the "Maximum Number of Shares"), will be purchased in the Tender Offer. If the aggregate number of all validly tendered Shares exceeds the Maximum Number of Shares, the number of Shares, which will be accepted and purchased in the Tender Offer, will be determined on a pro rata basis as described in the Tender Offer Memorandum.
Tender Offer procedures and other information
The Tender Offer is made on, and is subject to, the terms and conditions described in the Tender Offer Memorandum.
The period for submission of applications to sell the Shares commences on December 3, 2020, unless an earlier date is announced by the Offeror prior to such date, and expires at 4:00 p.m., Moscow time, on December 18, 2020 (the "Tender Period").
Dmitry Klenov, Managing Partner of Altus Capital:
"Altus Capital has a track record of value unlocking transactions in the Russian market. We see long term value in Detsky Mir as a leading player in the rapidly developing childrens' goods market."
Altus Capital is an independent investment firm focusing on primarily fast-growing companies. Altus Capital's investment strategy focuses on sector-wise diversification, visible exit strategy and high growth potential. Altus Capital is not limited to geographical restrictions but traditionally focuses on the Russian market. Altus Capital was founded in 2014 by two partners of UFG Wealth Management Ltd. – Oksana Kuchura and Dmitry Klenov.
The Offeror reserves the right to reduce the Tender Period at its sole discretion and purchase only those Shares that will have been tendered by such date. Therefore, eligible shareholders of the Company wishing to participate in the Tender Offer are encouraged to tender their Shares as soon as practicable following the date of this announcement.
The Offeror also encourages shareholders of the Company to read the full details of the Tender Offer set forth in the Tender Offer Memorandum, which contains the terms and conditions of the Tender Offer and other important information, as well as detailed instructions on how eligible shareholders of the Company can submit applications to sell their Shares in the Tender Offer.
Questions and requests for assistance in connection with the tendering procedures may be directed to IRC-R.O.S.T. during business hours at: Joint Stock Offeror Independent Registrar Offeror R.O.S.T., 18 bldg. 5B, Stromynka Street, Moscow, Russian Federation, email: email@example.com, tel.: 8-800-555-99-97 (from within the Russian Federation).
Copies of the Tender Offer Memorandum, the Application to Tender Shares and related documents are or will today be made available at a dedicated website at: www.altus-offer.com.
The Offeror may appoint a reputable financial advisor to act as its solicitation agent to facilitate the transaction.
The decision whether to submit applications to sell Shares may entail certain risks and considerations. In deciding whether to participate in the Tender Offer and submit applications to sell Shares, holders of Shares are urged to consider the information that is contained in the Tender Offer Memorandum and seek independent financial, legal and tax advice.
None of the Offeror, its management or directors, IRC-R.O.S.T. or any other professional advisers to the Offeror makes any recommendation as to whether a holder of Shares should or should not tender Shares pursuant to the Tender Offer. You must make your own decision as to whether to tender your Shares and, if so, how many Shares to tender. In doing so, you should consult your own financial, legal and tax advisers, and carefully read and evaluate the information in the Tender Offer Memorandum.
About the Investment Vehicle
The investment vehicle designated by Altus Capital to purchase the Shares pursuant to the Tender Offer Memorandum is Gulf Investments Limited, a company incorporated and existing under the laws of Bermuda with its registered address at: Williams House, 4th floor 20 Reid Street, Hamilton HM 11. The purchase of Shares in the Tender Offer will be made by Gulf Investments Limited using financing obtained by the Offeror. The Tender Offer is not subject to a financing condition.
OFFER AND DISTRIBUTION RESTRICTIONS
For the purposes of this announcement, "United States" means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia. This announcement does not constitute an offer or an invitation to participate in the Tender Offer in the United States or in any other jurisdiction in which, or to any person to or from whom, it is unlawful to make such offer or invitation or where such participation would not be permitted under applicable laws. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Offeror to inform themselves about, and to observe, any such restrictions. Nothing in this announcement or the Tender Offer Memorandum constitutes an offer to buy or the solicitation of an offer to sell the Shares (and applications to sell Shares pursuant to the Tender Offer will not be accepted from any shareholder) in any circumstances in which such offer or solicitation is unlawful.
United States. The Tender Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone and the internet and other forms of electronic communications. The Shares may not be tendered in the Tender Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States. Any purported tender of Shares in the Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Shares made by a person located or resident in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a holder of Shares giving instructions from within the United States will be invalid and will not be accepted.
Each shareholder participating in the Tender Offer will represent that it is not located or resident in the United States and is not participating in the Tender Offer from the United States or acting for a holder of Shares located or resident in the United States or that is giving an order to participate in the Tender Offer from the United States.
IMPORTANT NOTICE TO INVESTORS
This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Tender Offer. If any shareholder of the Company is in any doubt as to the action it should take, it is recommended to seek its own financial and legal advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial adviser. None of the Offeror, IRC, nor any of their respective directors, officers, employees, advisers, agents or affiliates makes any recommendation as to whether the Company's shareholders should submit applications to sell their Shares pursuant to the Tender Offer. None of the Offeror, IRC, nor any of their respective directors,
officers, employees, advisers, agents or affiliates, is providing the Company shareholders with any legal, business, tax or other advice in this announcement and/or the Tender Offer Memorandum. Company shareholders should consult with their own advisers as needed to assist them in making an investment decision and to advise them whether they are legally permitted to tender Shares for cash in the Tender Offer.
THIS ANNOUNCEMENT IS NOT INTENDED TO, AND DOES NOT CONSTITUTE, OR FORM PART OF, AN OFFER TO SELL OR AN INVITATION TO PURCHASE, EXCHANGE OR SUBSCRIBE FOR ANY SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT CONSTITUTE A PROSPECTUS OR A PROSPECTUS EQUIVALENT DOCUMENT.
NEITHER THIS ANNOUNCEMENT NOR ANY INFORMATON CONTAINED HEREIN, INCLUDING INFORMATION ON THE TERMS OF SUBMITTING APPLICATIONS TO SELL SHARES AND THE TERMS OF ANY SHARE PURCHASE AGREEMENTS, IS INTENDED FOR MEMBERS OF THE PUBLIC OR CONSTITUTES A PUBLIC OFFER, ADVERTISEMENT, OR AN OFFER OF SECURITIES TO MEMBERS OF THE PUBLIC WITHIN OR OUTSIDE THE TERRITORY OF THE RUSSIAN FEDERATION, OR A VOLUNTARY OR MANDATORY TENDER OFFER UNDER RUSSIAN LAW.