OJSC "Rosinter Restaurants Holding" Offer Price Set at US$ 10.5 Per Share
By Rosinter Restaurant Holding, PRNETuesday, February 16, 2010
MOSCOW, February 17, 2010 - This press release is not for distribution, directly or
indirectly, into the United States, and is not an offer for sale of any
securities of the Company in the United States. Any securities of the Company
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. The Company
does not intend to register any portion of the Offering in the United States
or to conduct a public offering of any of its securities in the United
States.
OJSC "Rosinter Restaurants Holding" ("Rosinter" or the
"Company"), the leading casual dining restaurants chain in Russia and the
CIS, announces that the offer price (the "Offer Price") for a secondary
offering (the "Offering") by RIG Restaurants Limited (the "Selling
Shareholder") of the Company's ordinary shares (the "Shares") has been set at
US$ 10.5 for each Share.
(Logo:
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The Offering comprises 2,619,048 Shares, representing approximately 21.8%
of the issued and outstanding Shares at the time of the Offering, and a total
offer size of US$ 27.5 million before fees and expenses. Following completion
of the Offering, the Company will, subject to receiving the required
shareholder and regulatory approvals, proceed with its capital increase by
issuance of new shares by way of an open subscription under Russian law (the
"New Shares"). The Selling Shareholder will use all of its net proceeds from
the Offering to subscribe and pay for New Shares offered in the open
subscription.
Assuming all of the New Shares offered in the open subscription are
issued, the New Shares will represent approximately 26.2% of the Company's
enlarged share capital.
Rosinter intends to use the proceeds of the capital increase primarily
for debt reduction, business development and other general corporate
purposes.
The Shares are listed on the Russian Trading System Stock Exchange
("RTS") and the Moscow Interbank Currency Exchange ("MICEX") under the ticker
symbol "ROST".
Commenting on the Offering, Sergey Beshev, the President and Chief
Executive Officer of the Company, said:
"We are very enthusiastic with the outcome of the Offering in which more
than 50 institutional investors demonstrated strong interest in our business.
A wider shareholders base and an increase of our free float will generate
enhanced liquidity of our shares. This capital increase will allow us to
strengthen our leadership in the rapidly developing casual dining market in
Russia and the CIS by taking advantage of macro recovery and further growth
opportunities."
Renaissance Capital acted as the Sole Bookrunner of the Offering.
Note to Editors:
As at 31 December 2009 OJSC "Rosinter Restaurants Holding" is the leading
casual dining restaurant company in Russia and the CIS, which operates 350
outlets, including 95 franchised restaurants in 39 cities in Russia, the CIS
and Central Europe, including the Baltic countries. The Company offers
Italian, Japanese, American and Russian cuisine under its proprietary brands
IL Patio, Planet Sushi and 1-2-3 Café and its licensed brands T.G.I. Friday's
and Sibirskaya Corona. Also through a Joint Venture with Whitbread Plc, the
Company is currently developing the Costa Coffee chain in Russia, (17 coffee
shops). Rosinter reported consolidated revenues of US$341.1 million, in
accordance with its audited IFRS accounts, for the twelve months ended 31
December 2008. Rosinter shares are listed on RTS (www.rts.ru) and
MICEX (www.micex.ru) under the ticker symbol "ROST".
This press release does not constitute an offer to sell or
issue, or the solicitation of an offer to buy or subscribe for, any
securities of the Company, in any jurisdiction, nor shall it (or any part of
it) or the fact of its distribution, form the basis of, or be relied on in
connection with, any contract therefor. Without limiting the generality of
the foregoing:
This communication is only being distributed to and is only
directed at (i) persons who are outside the United Kingdom or (ii) to
investment professionals falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")
or (iii) high net worth companies, and other persons to whom it may lawfully
be communicated, falling within Article 49(2)(a) to (d) of the Order (all
such persons together being referred to as "relevant persons"). The Shares
are only available to, and any invitation, offer or agreement to subscribe,
purchase or otherwise acquire such Shares will be engaged in only with,
relevant persons. Any person who is not a relevant person should not act or
rely on this press release or any of its contents.
In any EEA Member State that has implemented the Prospectus
Directive this communication is only addressed to and is only directed at
qualified investors in that Member State within the meaning of the Prospectus
Directive.
Securities of the Company have not been and will not be
registered under the applicable securities laws of Australia, Canada or Japan
and, subject to certain exceptions, may not be offered or sold within
Australia, Canada or Japan or to, or for the account or benefit of, citizens
or residents of Australia, Canada or Japan except under circumstances which
will result in the full compliance with the applicable laws and regulations
promulgated by the relevant regulatory authorities in effect at the relevant
time.
Information contained in this press release is not an offer, or an
invitation to make offers, sell, purchase, exchange or transfer any
securities in Russia or to or for the benefit of any Russian person, and does
not constitute an advertisement or offering of any securities in Russia.
Cautionary note concerning forward-looking statements
Matters discussed in this press release may constitute forward-looking
statements. Forward-looking statements are those other than statements of
historical facts. The words "believe," "expect," "anticipate," "intend,"
"estimate," "will," "may," "continue," "should" and similar expressions
identify forward-looking statements. Forward-looking statements include
statements regarding: objectives, goals, strategies, outlook and growth
prospects; future plans, events or performance and potential for future
growth; liquidity, capital resources and capital expenditures; economic
outlook and industry trends; developments of our markets; the impact of
regulatory initiatives; and the strength of our competitors.
Any forward-looking statements in this press release are based upon
various assumptions and estimates based on management's examination of
historical operating trends, data contained in our records and other data
available from third parties. Although we believe that these assumptions and
estimates were reasonable when made, they are inherently subject to
significant known and unknown risks, uncertainties, contingencies and other
important factors which are difficult or impossible to predict and are beyond
our control. Such risks, uncertainties, contingencies and other important
factors could cause the actual results of Rosinter or the industry to differ
materially from those results expressed or implied in this press release by
such forward-looking statements. Such risks, uncertainties, contingencies and
other important factors include, among others: political and social
developments; general economic, market and business conditions; trends in the
markets in which we operate or plan to operate; our business and growth
strategies; planned acquisitions or divestitures; our expansion into other
geographic regions or market segments; the effects of legislation,
regulation, bureaucracy or taxation on our business; and our anticipated
future revenues, capital expenditures and financial resources. Accordingly,
such forward-looking statements cannot be relied on, and neither Rosinter,
nor any other person can assure you that projected results will be achieved
in the future.
The information, opinions and forward-looking statements contained in
this press-release speak only as at the date of this press-release, and are
subject to change without notice. Neither Rosinter nor any other person
undertakes, nor do they have any obligation, to provide updates or to revise
any forward-looking statements except as may be required by applicable law
and regulation.
Investors and analysts enquiries: Amin Muci Head of Investor Relations Ilya Nemirovskiy Deputy Head of Investor Relations e-mail: ir@rosinter.ru Tel.: +7-495-788-44-88 ext. 2108, 2574 Press enquiries: Valeria Silina PR director Ekaterina Razina Press-secretary e-mail: 2pr@rosinter.ru Tel.: +7-495-788-44-88 ext. 2676
Photo:
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Investors and analysts enquiries: Amin Muci, Head of Investor Relations, Ilya Nemirovskiy, Deputy Head of Investor Relations, e-mail: ir at rosinter.ru, Tel.: +7-495-788-44-88 ext. 2108, 2574; Press enquiries: Valeria Silina, PR director, Ekaterina Razina, Press-secretary, e-mail: 2pr at rosinter.ru, Tel.: +7-495-788-44-88 ext. 2676
Tags: February 17, Moscow, Rosinter Restaurant Holding, Russia