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This announcement is an advertisement and not a prospectus and not an offer of securities for sale to U.S. persons or in any jurisdiction, including in or into the United States of America, Canada, Japan, the Russian Federation or Australia.
Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Any offer to acquire securities pursuant to the proposed Offering (as defined below) will be made, and any investor should make his investment decision solely on the basis of the information that is contained in the prospectus (the "Prospectus") to be published by En+ Group plc in due course in connection with the admission of the GDRs (as defined below) to the Official List of the UK Financial Conduct Authority to trading on the main market for listed securities of the LSE (as defined below). Copies of the Prospectus will, following publication, be available from En+ Group plc.
Copies of this announcement are not being made and may not be distributed or sent, directly or indirectly, into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Canada, Australia, Japan, the Russian Federation or any other jurisdiction in which offers or sales would be prohibited by applicable law.
EN+ GROUP PLC ANNOUNCES INDICATIVE PRICE RANGE
FOR ITS INITIAL PUBLIC OFFERING
23 October 2017 - En+ Group plc (the "Company", the "Group" or "En+"), a leading international vertically integrated aluminium and power producer with core assets located in Russia, today announces the indicative price range for its initial public offering (the "Offering").
The Offering will be in the form of global depositary receipts (the "GDRs"), with each GDR representing one ordinary share of the Company, to be admitted to trading on the London Stock Exchange and the Moscow Exchange.
The indicative price range for the Offering has been set at between USD 14 and USD 17 per GDR. This implies a pre-money equity value of between USD 7.0 billion and USD 8.5 billion.
The Offering is expected to be approximately USD 1.5 billion, of which USD 1.0 billion is expected to be primary proceeds and USD 0.5 billion is expected to be existing shares, excluding the over-allotment option. The Offering is expected to represent between 15.8% to 18.8% of the issued share capital of the Company on a fully diluted post-money basis, excluding the over-allotment option. The Offering includes a USD 0.5 billion cornerstone investment from AnAn Group (Singapore) Pte. Ltd.
The institutional bookbuilding process and investor roadshow both commence today and are expected to end at the beginning of November, after which the offer price for the GDRs will be announced.
Maxim Sokov, CEO, commented: "Since we announced our intention to float on 5 October, we have been delighted with the level of interest in En+ Group's investment case, and we are excited to move on to the next stage of our Offering with the price range announcement.
"We have recently made further efforts to strengthen our ongoing commitment to high standards of corporate governance by appointing an Independent Chairman to our Board of Directors. Lord Barker's deep expertise in the global renewables sector positions him perfectly to advise En+ Group in its life as a public company.
"En+ Group has also announced additional interim dividends for 2017 of USD 125 million to holders of its GDRs and ordinary shares as at 30 November 2017, which we believe underlines the strength of our business and further boosts our attractive investment proposition.
"The Group is in an excellent position to begin its roadshow today, and we look forward to meeting with investors to brief them on our unparalleled strengths as a leading international vertically integrated aluminium and power producer."
· The Company will apply to the Financial Conduct Authority (the "FCA") for the admission of the GDRs to the Official List of the FCA and to the LSE to trade on its market for listed securities through the international order book (the "London Admission"). The London Admission is expected to take place in November 2017.
· The Company will also apply to MOEX for the admission of the GDRs to trade on the exchange immediately after the London Admission. The admission to MOEX may take place only after the admission to the LSE.
· The Offering is expected to comprise primary and secondary components. The GDRs will be offered by the Company, as well as Basic Element Limited and/or B-Finance Limited (the "Selling Shareholder(s)"), companies beneficially controlled by Mr. Oleg Deripaska.
· The GDRs will be offered in the United States to qualified institutional buyers as defined in and in reliance on Rule 144A under the U.S. Securities Act of 1933 (the "Securities Act") and outside the United States to institutional investors in "offshore transactions" under Regulation S under the Securities Act.
· The Company intends to use the primary proceeds from the Offering to repay a portion of its debt.
· The Company entered into a cornerstone investment agreement in connection with the Offering with AnAn Group (Singapore) Pte. Ltd. ("AnAn Group" or the "Cornerstone Investor"), a company registered under the laws of Singapore. AnAn Group has committed USD 500 million for the purchase of the GDRs at the offer price, subject to certain conditions. AnAn Group holds 63.8% of AnAn International Limited ("AnAn International") (formerly known as "CEFC International Limited"), a company listed on the Main Board of the Singapore Exchange. AnAn Group is principally engaged in equity investment and the provision of infrastructure services, with a special interest in common market economies. AnAn Group is an important strategic partner of CEFC China Energy Company Limited.
· The Company has signed a non-binding term sheet with Amokenga Holdings Limited ("AHL"), a subsidiary of Glencore plc ("Glencore"), for the conversion of Glencore's 8.75% shareholding in UC RUSAL Plc ("UC RUSAL") into GDRs. Subject to certain conditions, including receipt of all necessary governmental and regulatory approvals, the conversion is expected to occur following the completion of the Offering. Upon completion of the conversion, En+ Group's shareholding in UC RUSAL would increase to 56.88% from 48.13%.
· The Selling Shareholder(s) will grant the Managers (as defined below) an over-allotment option to purchase a maximum of 10% of the base offer size.
· There will be a lock-up period of 180 days from the date of the London admission for the Company, the Selling Shareholder(s), certain other shareholders, the Cornerstone Investor, AHL and VTB Group, in each case subject to certain exceptions.
· Citigroup Global Markets Limited, Credit Suisse Securities (Europe) Limited, J.P. Morgan Securities plc, Merrill Lynch International, SIB (Cyprus) Limited and VTB Capital plc are acting as Joint Global Coordinators and Joint Bookrunners, with BMO Capital Markets Limited, JSC Gazprombank, Société Générale and UBS Limited acting as Joint Bookrunners, and Atonline Limited acting as MOEX Bookrunner of the Offering (together the "Managers").
· The Offering is subject to receipt of all necessary regulatory approvals, including the relevant registrations and approvals by the FCA.
The Group's revenues in the first half of 2017 amounted to USD 5,841 million, up 23.0% from USD 4,748 million in the corresponding period in 2016. The Group's Adjusted EBITDA1 in the first half of 2017 rose to USD 1,513 million, up 44.0% from USD 1,051 million for the first half of 2016. The Group's cash flow from operating activities increased 9.3% year-on-year to USD 1,001 million in the first half of 2017 from USD 916 million during the same period of 2016.
The Group has established a track record of strong free cash flow generation that has enabled it to pay increased dividends to its shareholders in recent years. The Group's free cash flow is supported by RUSAL's continued focus on higher-margin value-added products, as well as dividend payouts from Norilsk Nickel.
The Company has adopted a dividend policy to pay on at least a semi-annual basis the dividends which will be equal to the sum of: (i) 100% of dividends received from RUSAL; and (ii) 75% of Free Cash Flow of En+ Power, subject to a minimum of USD 250 million per year.
In October 2017, the Company's Board of Directors has approved USD 125 million to be paid in December 2017 to holders of the Company's ordinary shares and GDRs as at 30 November 2017. Earlier this year, En+ Group already paid interim dividends in respect of 2017 totalling USD 201 million, of which USD 144 million are pass-through dividends paid by RUSAL.
Any future decision to declare and pay dividends will be subject to applicable law and commercial considerations.
In October 2017, the Company has appointed to its Board of Directors (the "Board") of the Rt Hon Lord Barker of Battle PC, a former UK Member of Parliament and UK Minister of State for Energy & Climate Change, as an Independent Non-Executive Director and Chairman.
The appointment of Lord Barker expands the current Board to nine directors, two of whom are independent; the other Independent Non-Executive Director being Philippe Mailfait, who has served as a member of the Board since September 2009.
Following the completion of the Offering and the conversion transaction, the Board of Directors will be expanded by four members to include an additional Independent Non-Executive Director, a director nominated by AnAn Group, a director nominated by AHL, as well as an additional Non-Independent Director.
Independent Non-Executive Directors are expected to chair all Board committees (Audit Committee, Corporate Governance and Nominations Committee, and Remuneration Committee).
For further information, please visit http://eng.enplus.ru or contact:
Tel: +7 495 642 79 37
Tel: +44 (0)20 7251 3801
The contents of this announcement which have been prepared by and are the sole responsibility of the Company.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Neither the Company, nor any of Citigroup Global Markets Limited, Credit Suisse Securities (Europe) Limited, J.P. Morgan Securities plc, Merrill Lynch International, SIB (Cyprus) Limited, VTB Capital plc, BMO Capital Markets Limited, JSC Gazprombank, Société Générale, UBS Limited or Atonline Limited (together the "Managers ") and their respective affiliates undertake to provide the recipient of this announcement with any additional information, or to update this announcement or to correct any inaccuracies, and the distribution of this announcement shall not be deemed to be any form of commitment on the part of the Company to proceed with the Offering or any transaction or arrangement referred to therein. This announcement has not been approved by any competent regulatory authority.
The Offering and the distribution of this announcement and other information in connection with the Offering may be restricted by law in certain jurisdictions and person into whose possession any document or other information referred to herein must inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy, securities to any person in the United States, Australia, Canada, Japan or the Russian Federation or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The GDRs and the ordinary shares of the Company represented by them referred to herein may not be offered or sold in the United States unless registered under the US Securities Act of 1933 (the "Securities Act") or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. The offer and sale of GDRs and the ordinary shares represented by them referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. Subject to certain exceptions, the GDRs and the ordinary shares of the Company represented by them referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. There will be no public offer of the GDRs or the ordinary shares of the Company represented by them in the United States, Australia, Canada or Japan.
In member states of the European Economic Area ("EEA") (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed only at persons who are "qualified investors" within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State.
This announcement is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended from time to time (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order or (iv) persons to whom this announcement may otherwise be lawfully communicated (all such persons together being referred to as "relevant persons"). Any investment activity to which this announcement relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.
These materials and any information contained therein (i) are not an offer, or an invitation to make offers, to purchase, sell, exchange or otherwise transfer any securities in the Russian Federation or to or for the benefit of any Russian person or entity; (ii) do not constitute an "advertisement" or "offering" of the securities in the Russian Federation within the meaning of Russian securities laws; and (iii) must not be passed on to third parties or otherwise be made publicly available in the Russian Federation. Information contained therein is not intended for any persons in the Russian Federation who are not "qualified investors" within the meaning of Article 51.2 of the Federal Law no. 39-FZ "On the securities market" dated 22 April 1996, as amended ("Russian QIs") and must not be distributed or circulated into Russia or made available in Russia to any persons who are not Russian QIs, unless and to the extent they are otherwise permitted to access such information under Russian law. Any securities referred to in these materials have not been and will not be registered in Russia and are not intended for "placement", "circulation" (except pursuant to admission to trading on MOEX as and when it takes place - see "Details of the Offering" above), "offering" or "advertising" in Russia (each as defined in Russian securities laws) unless and to the extent otherwise permitted under Russian law.
This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as of the date they are made.
Each of the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
Any purchase of GDRs in the proposed Offering should be made solely on the basis of the information contained in the final Prospectus to be issued by the Company in connection with the Offering. The information in this announcement is subject to change.
The date of Admission may be influenced by things such as market conditions. There is no guarantee that Admission will occur and you should not base your financial decisions on the Company's intentions in relation to Admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Offering. The value of GDRs can decrease as well as increase. Past performance is not a guide to future performance. Information in this announcement cannot be relied upon as a guide to future performance. Before purchasing any securities in the Company, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the final form Prospectus, once published. Potential investors should consult a professional advisor as to the suitability of the Offering for the person concerned.
Citigroup Global Markets Limited, Credit Suisse Securities (Europe) Limited, J.P. Morgan Securities plc, Merrill Lynch International, VTB Capital plc and UBS Limited are each authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and Prudential Regulation Authority. SIB (Cyprus) Limited and Atonline Limited are authorised and regulated by Cyprus Securities and Exchange Commission. BMO Capital Markets Limited is authorised and regulated by the Financial Conduct Authority. Société Générale is a French credit institution authorised and supervised by the European Central Bank and the Autorité de Contrôle Prudentiel et de Résolution and regulated by the Autorité des Marchés Financiers. The Managers are acting exclusively for the Company and no-one else in connection with the Offering. They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Offering of the GDRs, the Managers and any of their affiliates, may take up a portion of the GDRs in the Offering as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such GDRs and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references in the Prospectus, once published, to the GDRs being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Managers and any of their affiliates acting in such capacity. In addition, the Managers and any of their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the Managers and any of their affiliates may from time to time acquire, hold or dispose of the GDRs. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
None of the Managers or any of their respective affiliates, or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for the contents of this announcement or for any statement made or purported to be made by it, or on its behalf, in connection with the Company or the Offering. The Managers and their respective affiliates accordingly disclaim all and any liability whether arising in tort, contract, or otherwise which they might otherwise have in respect of such announcement or any such statement and for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. No representation or warranty express or implied, is made by any of the Managers or any of their respective affiliates as to the truth, accuracy, completeness, reasonableness, verification or sufficiency of the information set out in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available.
In connection with the Offering, one of the Managers (the "Stabilising Manager") (or any agent or other persons acting on behalf of the Stabilising Manager) may (but will be under no obligation to), to the extent permitted by applicable law, over-allot GDRs or effect other stabilising transactions with a view to supporting the market price of the GDRs at a level higher than that which might otherwise prevail in the open market for a limited period after the issue date. However, there is no assurance that the Stabilising Manager (or any agent or other persons acting on behalf of the Stabilising Manager) will undertake stabilising action. Such stabilising, if commenced, may be discontinued at any time, and may only be undertaken during the period beginning on the date on which adequate public disclosure of the price of the GDRs is made and ending no later than 30 calendar days thereafter. In no event will measures be taken to stabilise the market price of the GDRs above the offer price. Save as required by law, the Stabilising Manager does not intend to disclose the extent of any over-allotments and/ or stabilisation transactions under the Offering. Any stabilisation action must be undertaken in accordance with applicable laws and regulations.
 Adjusted EBITDA for any period represents the Group's results from operating activities adjusted for amortisation and depreciation, impairment of non-current assets and gain/loss on disposal of property, plant and equipment for the relevant period.
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