O'KEY Group S.A. Announces Price Range for Global Offer
By Okey Group S.a, PRNEMonday, October 18, 2010
This press release is an advertisement and not a prospectus and investors should not subscribe for or purchase any shares (including in the form of global depositary receipts) or other securities referred to in this press release except on the basis of information in the prospectus to be published by O'KEY Group S.A. in due course in connection with the admission of the shares (including in the form of global depositary receipts) or other securities to the Official List of the Financial Services Authority. Such prospectus will, following publication, be available in a printed form at the registered office of O'KEY Group S.A. This press release does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any shares (including in the form of global depositary receipts) or other securities of O'KEY Group S.A., 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, nor does it constitute a recommendation regarding the securities of O'KEY Group S.A.
LONDON, October 19, 2010 - O'KEY GROUP S.A. ("O'KEY Group", the "Company", or "O'KEY"), a
leading Russian food retailer, today announces the price range of its Global
Offer of Ordinary Shares in the form of global depositary receipts ("GDRs")
with one GDR representing an interest in one Ordinary Share to be admitted to
the Official List and to trading on the London Stock Exchange's main market
for listed securities through its International Order Book.
- The Offer price range has been set from US$9.90 to US$12.90 per GDR. This implies a pre-money equity value of approximately US$2.51 billion to US$3.26 billion (equivalent to market capitalisation of US$2.66 billion to US$3.46 billion on a post-money basis, prior to any exercise of the over-allotment option). - The base offering size is expected to comprise of an offer for sale of up to 38.1 million Ordinary Shares in the form of GDRs, including 15.2 million Ordinary Shares by the Company, 6.1 million Ordinary Shares by Barleypark Ltd, 12.1 million Ordinary Shares by Brookvalley Ltd and 4.7 million Ordinary Shares by Caraden Ltd. This will represent a post-money free float of approximately 14.2%. - In addition, the Company has granted the Joint Bookrunners an option to acquire 3.8 million additional Ordinary Shares to cover over-allotments in connection with the Offering. - The Company intends to use net proceeds from the Offering to finance the further expansion of its hypermarket and supermarket footprint in Russia over the next several years and for general corporate purposes. For purposes of optimizing its cash management and interest expenses in the near term, the Company may temporarily use a portion of the net proceeds to reduce its outstanding short-term indebtedness, which would be drawn upon again as needed to fund its expansion strategy. - Goldman Sachs International and VTB Capital have been appointed as Joint Global Coordinators and Joint Bookrunners for the Offering.
Patrick Longuet, Chief Executive Officer of O'KEY Group, said:
"From our base in St Petersburg, we have already achieved a leading
position in the Russian retail market and have become one of the most
profitable food retailers in the country today. The IPO is an important step
forward for us, as it will provide a strong platform for the continued
profitable growth of our business throughout Russia."
Company Highlights
O'KEY is one of the leading food retailers in Russia. Its primary retail
format is the modern Western European hypermarket. It also operates a
supermarket format to complement its hypermarkets. In 2009, O'KEY:
- Was the third largest Russian (excluding multinationals) food retailer in terms of revenue; - Achieved one of the highest revenues and EBITDA per square metre of selling space among Russian food retailers (excluding multinationals); - Was rated as the strongest brand among St. Petersburg food retailers, according to an A.C. Nielsen study of May 2010.
The Company opened its first hypermarket in St. Petersburg in 2002 and
has enjoyed continuous growth in this market, one of the most competitive
markets in Russia in terms of modern food retail penetration.
Since 2005, O'KEY has also been developing its presence outside of St.
Petersburg, focusing primarily on large cities in Russia with a population of
over 500,000 (including the Moscow region). As at 30 June 2010, the Company
operated 52 stores in 18 cities across the North-Western, Southern, Central
and Siberian regions of the Russian Federation. This included 32 hypermarkets
with an aggregate selling space of approximately 242,500 square metres and 20
supermarkets with an aggregate selling space of approximately 24,000 square
metres.
In 2009, the Company reported revenues of RUR 67.9 billion and EBITDA[1]
of RUR 5.9 billion. In the first half of 2010, revenue grew by 21%
year-on-year in Rouble terms reaching 38.3 billion, on the back of improving
profitability levels overall.
O'KEY seeks to capitalise on the potential growth of the underpenetrated
Russian food retail market by leveraging its key competitive strengths, which
include:
- Competitive differentiation through a pleasant and convenient shopping environment and a compelling value proposition to customers; - Strong customer loyalty and brand recognition in St. Petersburg serving as a blueprint for replicating O'KEY's successful customer- focused model elsewhere; - Demonstrated capacity to expand both organically and through store acquisitions; - Well-balanced real estate portfolio providing flexibility in roll-out of stores, property management and financing; - High efficiency of operations; and - Highly skilled and experienced professional management with international and local retailing knowledge and expertise.
The information contained herein does not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of the
securities referred to herein in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration, exemption from
registration or qualification under the securities laws of any jurisdiction.
The information contained herein is not for publication or distribution
to persons in the United States. This press release is not an offer for sale
of any securities in the United States. Securities may not be offered or sold
in the United States absent registration or an exemption from registration
under the U.S. Securities Act of 1933 (the "U.S. Securities Act"). The
Company has not registered and does not intend to register any portion of any
offering in the United States or to conduct a public offering of any
securities in the United States.
This press release is only being distributed to and is directed only at
(i) persons who are outside the United Kingdom, or (ii) investment
professionals falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") and (iii)
high net worth entities, and other persons to whom it may lawfully be
communicated, falling within Article 49(2) of the Order (all such persons
together being referred to as "relevant persons"). Any investment or
investment activity to which this press release relates will only be
available to and will only be engaged in 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.
This press release is an advertisement and not a prospectus for the
purposes of applicable measures implementing EU Directive 2003/71/EC (such
Directive, together with any applicable implementing measures in the relevant
home Member State under such Directive, the "Prospectus Directive") and as
such does not constitute an offer to sell or the solicitation of an offer to
purchase securities. A prospectus prepared pursuant to the Prospectus
Directive will be published, which, when published, can be obtained from the
Company's registered office. Any offer of securities to the public that may
be deemed to be made pursuant to this press release in any EEA Member State
that has implemented EU Directive 2003/71/EC (together with any applicable
implementing measures in any Member State, the "Prospectus Directive") is
addressed solely to qualified investors (within the meaning of Article
2(1)(e) of the Prospectus Directive) in that Member State.
This press release is not a public offer or advertisement of securities
in the Russian Federation, and is not an offer, or an invitation to make
offers, to purchase, sell, exchange or transfer any securities in the Russian
Federation. The securities have not been and will not be registered in Russia
and are not intended for "offering", "placement" or "circulation" in Russia
(each as defined in Russian securities laws).
This press release does not constitute an advertisement or an offer of
securities in the Grand Duchy of Luxembourg. It is not intended to be and
must not be distributed publicly and/or to, or for the benefit of, persons
who are not qualified investors (in the meaning of the Luxembourg law of 10
July 2005 prospectuses for securities) in the Grand Duchy of Luxembourg.
Shares in the Company and the GDRs 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 fun compliance with the applicable laws and regulations
promulgated by the relevant regulatory authorities in effect at the relevant
time.
Certain statements in this press release are not historical facts and are
"forward looking" within the meaning of Section 27A of the U.S. Securities
Act and Section 21E of the U.S. Securities Exchange Act of 1934. Forward
looking statements include statements concerning the Company's plans,
expectations, projections, objectives, targets, goals, strategies, future
events, future revenues or performance, capital expenditures, financing
needs, plans or intentions relating to acquisitions, the Company's
competitive strengths and weaknesses, plans or goals relating to development
projects, financial position and future operations and development, the
Company's business strategy and the trends the Company anticipates in the
industries and the political and legal environment in which the Company
operates and 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. The Company does
not intend and the Company does not assume any obligation to update any
forward looking statement contained herein.
Goldman Sachs International and VTB Capital plc are acting exclusively
for the Company and no one else in connection with the offering and will not
regard any other person (whether or not a recipient of this press release) as
their client in relation to the offering and will not be responsible to
anyone other than the Company for providing the protections afforded to their
client.
[1] EBITDA is defined as adjusted earnings before interest, tax,
depreciation and amortisation, gains or losses from revaluation and disposal
of non-current assets and assets held for sale, losses from impairment and
write-offs of assets, foreign exchange gains and losses
For further information, please contact:
M: Communications Tom Blackwell Tel: +7-495-663-8009 Tel: +44-20-7920-2330 Email: Blackwell@mcomgroup.com
For further information, please contact: M: Communications, Tom Blackwell,Tel: +7-495-663-8009, Tel: +44-20-7920-2330, Email: Blackwell at mcomgroup.com
Tags: London, O'key Group S.a, October 19, Russia, United Kingdom