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Eurotorg announces price range for IPO on London Stock Exchange
24 October 2018
Eurotorg Holding Plc (the "Company", and together with its consolidated subsidiaries, "Eurotorg" or the "Group"), the largest grocery retailer in Belarus, today announces the price range for its planned IPO (the "Offering") on the London Stock Exchange.
Andrei Zubkou, CEO of Eurotorg, said:
"We are pleased with the initial response that Eurotorg has received from the investment community. We believe that there are many years of growth ahead as the Belarusian grocery retail market continues its transition to modern retail formats, and Eurotorg - as the pioneer in the nationwide roll-out of these formats and of e-commerce - is perfectly positioned to lead the way. We look forward to giving investors the opportunity to participate in our continued success."
EM (public relations advisor to Eurotorg)
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The contents of this announcement have been prepared by and are the sole responsibility of the Company.
This announcement does not contain or constitute an offer or invitation to sell or issue, or a solicitation of an offer or invitation to purchase or subscribe for, any securities in the Company, in any jurisdiction, including in the United States, the Russian Federation, Australia, Canada, Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.
This announcement is for informational purposes only and does not purport to be full or complete, nor does it constitute or form part of any invitation or inducement to engage in investment activity, nor does it constitute an offer or invitation to buy any securities, in any jurisdiction including the United States, or a recommendation in respect of buying, holding or selling any securities. The contents of this announcement are not to be construed as legal, financial or tax advice. Before subscribing for or purchasing any GDRs, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus when published. The price and value of securities can go down as well as up, and investors may get back less than they invested. Potential investors should consult an independent financial advisor as to the suitability of the securities referred to in this advertisement for the person concerned
This announcement is only addressed to and directed at persons in member states of the European Economic Area ("EEA") who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC), as amended ("Qualified Investors"). In the UK, this announcement is only addressed to and directed at Qualified Investors who are also: (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"), (ii) persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (iii) any other person to whom it can otherwise be lawfully directed (all such persons together being referred to as "Relevant Persons"). The term "Prospectus Directive" includes any relevant implementing regulations in each member state of the EEA.
Neither this announcement nor the information contained herein nor any copy of it is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), the Russian Federation, Australia, Canada, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. 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.
The Offering timetable, including the date of Admission may be influenced by things such as market conditions. There is no guarantee that the Offering and Admission will occur and you should not base your financial decisions on the Company's intentions in relation to the Offering and 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. Potential investors should consult a professional advisor as to the suitability of the Offering for the entity or person concerned. Past performance cannot be relied upon as a guide to future performance.
None of Credit Suisse Securities (Europe) Limited, J.P. Morgan Securities plc, Merrill Lynch International, Sova Capital Limited, UBS Limited and WOOD & Company Financial Services, a.s. (together, the "Banks") nor any of their respective affiliates, their respective directors, officers or employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for the contents of, or makes any representations or warranties, express or implied, as to the accuracy, fairness or completeness of the information presented or contained in this announcement (or whether any information has been omitted from this announcement) or any other information relating to the Group, its subsidiaries and their associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. Accordingly, each of the Banks and their respective affiliates, their respective directors, officers or employees, and any other person acting on their behalf expressly disclaims, to the fullest extent possible, any and all liability whatsoever for any loss howsoever arising from, or in reliance upon, the whole or any part of the contents of this announcement, whether in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.
Credit Suisse Securities (Europe) Limited, J.P. Morgan Securities plc, Merrill Lynch International, and UBS Limited are authorised by the UK Prudential Regulation Authority (the "PRA") and regulated by the FCA and the PRA. Renaissance Securities (Cyprus) Limited is authorised and regulated by the Cyprus Securities and Exchange Commission. Sova Capital Limited is authorised and regulated in the United Kingdom by the FCA. WOOD & Company Financial Services, a.s. is regulated by the Czech National Bank (the "CNB") as the Home State regulator and its branches may be subject to limited regulation by the FCA in the United Kingdom, the Financial Supervisory Commission in Poland, Financial Supervisory Authority in Romanian, as well as by certain other regulators in the European Union. Each of the Banks is acting exclusively for the Company and no one else in connection with the matters referred to in this announcement, and will not regard any other person as their respective clients in relation to the matters referred to in this announcement 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 matters referred to in this announcement, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
To the extent available, the industry, market and competitive position data contained in this announcement has come from official or third party sources. Third party industry publications, studies and surveys generally state that the data contained therein have been obtained from sources believed to be reliable, but that there is no guarantee of the accuracy or completeness of such data. While the Company believes that each of these publications, studies and surveys has been prepared by a reputable source, the Company has not independently verified the data contained therein.
In addition, certain of the industry, market and competitive position data contained in this announcement comes from the Company's own internal research and estimates based on the knowledge and experience of the Company's management in the market in which the Company operates. While the Company believes that such research and estimates are reasonable and reliable, they, and their underlying methodology and assumptions, have not been verified by any independent source for accuracy or completeness and are subject to change without notice. Accordingly, undue reliance should not be placed on any of the industry, market and competitive position data contained in this presentation.
This announcement contains statements that are, or may be deemed to be, "forward-looking statements", relating to the business, financial performance and results of the Company and the industry in which the Group operates. These statements may be identified by the use of forward-looking terminology, including the terms "expectation", "belief", "estimate", "plan", "target", or "forecast" and similar expressions or the negative thereof; or by the forward-looking nature of discussions of strategy, plans or intentions; or by their context. No representation is made that any of these statements or forecasts will come to pass or that any forecast results will be achieved. All statements regarding the future are subject to inherent risks and uncertainties and various factors could cause actual future results, performance or events to differ materially from those described or implied in these statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. Further, certain forward-looking statements are based upon assumptions of future events which may not prove to be accurate and neither the Company, the Banks nor any of their respective subsidiary undertakings, affiliates, agents or advisers or any such persons' directors, officers, employees or agents, nor any other person accepts any responsibility for the accuracy of the opinions expressed in this announcement or the underlying assumptions. Actual events or conditions are unlikely to be consistent with, and may differ significantly from, those assumed. Past performance is not an indication of future results and past performance should not be taken as a representation that trends or activities underlying past performance will continue in the future.
The forward-looking statements in this announcement speak only as at the date of this announcement and the Company, the Banks and each of their respective subsidiary undertakings, affiliates, agents or advisers or any such persons' directors, officers, employees or agents expressly disclaims any obligation or undertaking to release any updates or revisions to these forward-looking statements to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based after the date of this announcement or to update or to keep current any other information contained in this announcement or to provide any additional information in relation to such forward-looking statements. You are therefore cautioned not to place any undue reliance on such forward-looking statements.
This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia). This announcement does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. The Company's securities may not be offered or sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. There will be no public offering of securities of any member of the Group in the United States.
In connection with the Offering, Credit Suisse Securities (Europe) Limited (the "Stabilising Manager"), or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot GDRs or effect other transactions with a view to supporting the market price of the GDRs at a higher level than that which might otherwise prevail in the open market. The Stabilising Manager is not required to enter into such transactions and such transactions may be effected on any stock market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the commencement of conditional dealings of the GDRs on the London Stock Exchange and ending no later than 30 calendar days thereafter. However, there will be no obligation on the Stabilising Manager or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilising measures, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the GDRs above the Offer Price. Save as required by law or regulation, neither the Stabilising Manager nor any of its agents intends to disclose the extent of any over- allotments made and/or stabilisation transactions conducted in relation to the Offering.
In connection with the Offering, the Stabilising Manager may, for stabilisation purposes, over-allot GDRs up to a maximum of 15 per cent. of the total number of GDRs comprised in the Offering. For the purposes of allowing it to cover short positions resulting from any such over-allotments and/or from sales of GDRs effected by it during the stabilising period, it is expected that certain existing shareholders will grant to the Stabilising Manager on behalf of the Banks, an option, pursuant to which the Stabilising Manager may purchase, or procure purchasers for, additional GDRs up to a maximum of 15 per cent. of the total number of GDRs comprised in the Offering (the "Over-allotment GDRs") at the Offer Price. The over-allotment arrangements may be exercised in whole or in part upon notice by the Stabilising Manager at any time on or before the 30th calendar day after the commencement of conditional dealings in the GDRs on the London Stock Exchange. Any Over-allotment GDRs made available pursuant to the over-allotment arrangements will rank pari passu in all respects with the GDRs, including for all dividends and other distributions declared, made or paid on the GDRs, will be purchased on the same terms and conditions as the GDRs being issued or sold in the Offering and will form a single class for all purposes with the other GDRs.
Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.
 Source: BCG.
 After taking into account the effects of the acquisition of Belmarket by Gippo in 1Q 2018.
 As of 30 September 2018.
 Average exchange rate for 1H 2018: 1.9887 BYN per 1 USD. Exchange rate as of 30 June 2018: 1.9898 BYN per 1 USD.
 Total net retail sales of Eurotorg companies included in the IFRS perimeter.
 Adjusted EBITDA is defined as profit/(loss) for the period from continuing operations, plus income taxes, net finance costs and depreciation and amortisation.
 Source: BCG.
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