5 April 2019
Update on proposed cash offer by Severgroup LLC for Lenta Ltd
The Lenta Independent Directors have received inquiries from several Lenta Securityholders regarding the proposed cash offer from Severgroup to acquire all of Lenta’s issued shares and GDRs at a price of US$ 3.60 per GDR or US$ 18.00 per share (the “Offer”). To address these inquiries, and recognizing that the answers to these inquiries may be of general interest to other Lenta Securityholders, the Lenta Independent Directors wish to confirm the following aspects of the Offer (as further detailed in the announcement of the Offer on April 1st, 2019) (the “Offer Announcement”):
- On April 1st, TPG, through its investment vehicle Luna, Inc., and the European Bank for Reconstruction and Development (“EBRD”) each agreed to sell their Lenta GDRs (representing in aggregate approximately 42% of Lenta’s voting rights) to Severgroup in private transactions which they negotiated directly with Severgroup. The purchase price under each of the TPG and EBRD purchase agreements was US$ 3.60 per Lenta GDR. The Lenta Independent Directors did not participate in those negotiations and Lenta is not a party to those agreements.
- The acquisition of an interest in Lenta Securities carrying more than 30% of Lenta’s voting rights triggers a requirement under Regulation 5.8 of the Lenta Articles for Severgroup to make a mandatory offer to Lenta Securityholders at the higher of: (i) the highest price paid by Severgroup for Lenta Securities during the 12-month period prior to the Offer Announcement; and (ii) the VWAP (volume weighted average price) of Lenta’s GDRs in the six-month period prior to the Offer Announcement (being US$ 3.28). Severgroup has confirmed in the Offer Announcement that, other than pursuant to the TPG and EBRD purchase agreements, it has not acquired or agreed to acquire any Lenta Securities during the 12-month period prior to the Offer Announcement.
- Severgroup has accordingly complied with the pricing requirements in the Lenta Articles by releasing the Offer Announcement, which states that Severgroup will make the Offer to all Lenta Securityholders at a price of US$ 3.60 per Lenta GDR and US$ 18.00 per Lenta Share, if completion occurs under the TPG purchase agreement.
- Additionally, as further detailed in the Offer Announcement, the Offer, if made, will not be subject to any conditions, and in particular will not be conditional upon Severgroup achieving any particular level of acceptances under the Offer.
- The Lenta Independent Directors have not made, and do not intend to make, any recommendation to Lenta Securityholders in relation to the Offer. As set out in the Offer Announcement, in these circumstances, the Lenta Independent Directors have not expressed, and do not intend to express, an opinion on what action (if any) individual Lenta Securityholders should take in relation to Offer. That decision depends on each Lenta Securityholder’s circumstances.
- The Lenta Independent Directors confirm that Magnit, a Russian retailer, approached Lenta on March 11th to explore the merits of a possible combination. High-level communications have since taken place between Magnit and the Lenta Independent Directors regarding a possible transaction, but Magnit has failed to provide precision around the structure, timing and deliverability of any such transaction, notwithstanding repeated requests from the Lenta Independent Directors to do so. On 1st April, after agreements had been reached by Severgroup with each of TPG and EBRD, and shortly before the Offer Announcement was released, Lenta received an indicative, non-binding proposal from Magnit to acquire “100% of Lenta’s business for an all-cash consideration corresponding to U.S. $1,779,525,836” and implying an equivalent value of US$ 3.65 per Lenta GDR. The Lenta Independent Directors have asked Magnit to confirm whether it wishes to pursue a transaction with Lenta in light of Severgroup agreeing to acquire Lenta GDRs carrying approximately 42% of Lenta’s voting rights from TPG and EBRD and, if so, to provide clarity around the timing, conditionality and deliverability of any such transaction and precisely what Magnit is proposing to acquire. Magnit has not yet provided those details.
- The Lenta Independent Directors will seek to ensure that any bona fide competing offer for Lenta is conducted in accordance with the Lenta Articles.
Capitalised terms used but not otherwise defined in this announcement have the meanings given to them in the Offer Announcement.
Tel: +7 812 363-28-44
J.P. Morgan (Financial Adviser to Lenta)
Toby Radford Tel. +44 20 7134 7066
Tel. +7 495 937 7310
J.P. Morgan Securities plc (“J.P. Morgan”), is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom. J.P. Morgan is acting exclusively as financial adviser to Lenta and no one else in connection with the Offer and will not regard any other person as its client in relation to the Offer and will not be responsible to anyone other than Lenta for providing the protections afforded to clients of J.P. Morgan or its affiliates, or for providing advice in relation to the Offer or any other matter referred to in this announcement.
This announcement is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of securities of Lenta in any jurisdiction in contravention of applicable law. The Offer, if made, will be made solely by means of the Offer Document, which will, together, contain the full terms of the Offer including details of how it may be accepted. Further details on how eligible Lenta Securityholders can accept the Offer will be set out in the Offer Document.
A copy of the Offer Announcement is available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Lenta’s website at www.lentainvestor.com/en/investors. For the avoidance of doubt, the contents of that website are not incorporated into and do not form part of this announcement.