RCS - Roemer Capital - Announcement of Invitation to Voluntary Tender

Deutsche Boerse AGAnnouncement

18/09/2024 11:30

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RNS Number : 6921E  Roemer Capital (Europe) Limited  18 September 2024

 Issuer: Roemer Capital (Europe) Limited / Key word(s): Tender Offer

ROEMER CAPITAL ANNOUNCES INVITATION TO TENDER TO HOLDERS OF OZON HOLDINGS PLC
 (ISIN: US69269L1044, BLOOMBERG: OZON US)

18.09.2024 / 09:50 CET/CEST

The issuer is solely responsible for the content of this announcement.

NOT FOR RELEASE, PUBLICATION DISTRIBUTION OR USE, IN WHOLE OR IN PART, BY, IN,
 INTO FROM OR TO ANY JURISDICTION OR PERSON WHERE TO DO SO WOULD CONSTITUTE A
 VIOLATION OF LAW OR REGULATION

 18 September 2024

 ROEMER CAPITAL (EUROPE) LIMITED

 Announcement of Invitation to Voluntary Tender to the holders of American
 depositary shares of USD 0.01 each representing the issued and outstanding
 ordinary shares in Ozon Holdings PLC, ISIN: US69269L1044 available for
 settlement through DTC and/or Euroclear settlement systems ("Shares")

 THIS INVITATION WILL EXPIRE AT 16:00 UTC ON 1 OCTOBER 2024 ("EXPIRATION
 TIME").

 Roemer Capital (Europe) Limited (the "Purchaser" or "Roemer Capital") is
 inviting certain holders of Shares to tender for the sale of up to 1,100,000
 units of Shares for cash at a purchase price of USD 23.5 per 1 Share (the
 "Purchase Price"), subject to the terms and conditions set out the Invitation
 to Voluntary Tender Memorandum (the "Memorandum") and template tender
 instructions (the "Tender Instruction") each available on the designated
 website https://roemercapital.com/news/ozon2 (collectively, the "Tender
 Documents").

 Roemer Capital is a private company limited by shares, incorporated and
 registered in the Republic of Cyprus with company number HE 333287, whose
 registered office is at Georgiou Karaiskaki, 17, LIMASSOL BUSINESS CENTRE,
 Floor 4, Office 4, 3032 Limassol, Cyprus. Roemer Capital is authorised and
 regulated by the Cyprus Securities and Exchange Commission of P.O. BOX 24996,
 1306 Nicosia, Cyprus, CIF Licence Number 305/16.

 THE INFORMATION CONTAINED IN THE TENDER DOCUMENTS IS ADDRESSED EXCLUSIVELY TO
 ELIGIBLE SELLERS (AS DEFINED IN SECTION 3 OF THE MEMORANDUM) AND THEIR
 AUTHORISED REPRESENTATIVES AND AGENTS.

 FOR THE AVOIDANCE OF DOUBT, SHARES THAT ARE NOT AVAILABLE FOR SETTLEMENT
 THROUGH DEPOSITARY TRUST COMPANY AND/OR EUROCLEAR BANK SA/NV SETTLEMENT
 SYSTEMS (INCLUDING, WITHOUT LIMITATION, ANY SHARES HELD THROUGH CLEARSTREAM
 BANKING S.A.) ARE NOT DEEMED ELIGIBLE SHARES FOR THE PURPOSE OF THE TENDER
 DOCUMENTS.

 THE PURCHASER EXPRESSLY RESERVES ITS RIGHTS, IN ITS SOLE AND ABSOLUTE
 DISCRETION, TO REJECT ANY TENDER INSTRUCTIONS, NOT TO ACCEPT ANY TENDERED
 SHARES, NOT TO PURCHASE ANY ELIGIBLE SHARES OR TO EXTEND, RE-OPEN, WITHDRAW OR
 TERMINATE THE TENDER DOCUMENTS AND TO AMEND OR WAIVE ANY OF THE TERMS AND
 CONDITIONS OF THE TENDER DOCUMENTS IN ANY MANNER. THE PURCHASER WILL NOT IN
 ANY CIRCUMSTANCES BE LIABLE FOR ANY COSTS, EXPENDITURE, WORK OR EFFORT
 INCURRED BY ANY TENDERER IN CARRYING OUT ENQUIRIES IN RELATION TO, PROCEEDING
 WITH, OR PARTICIPATING IN, ANY TRANSACTION UNDER THE TENDER DOCUMENTS,
 INCLUDING IF THE TENDER DOCUMENTS ARE WITHDRAWN, TERMINATED OR AMENDED BY THE
 PURCHASER.

 THE PURCHASER MAKES NO RECOMMENDATION AS TO WHETHER AN ELIGIBLE SELLER SHOULD
 OR SHOULD NOT TENDER ELIGIBLE SHARES PURSUANT TO THE TENDER DOCUMENTS. ALL
 ELIGIBLE SELLERS SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE.

 THE PURCHASER SHALL NOT BE LIABLE IF THE SETTLEMENT OF ANY TRANSACTION ENTERED
 INTO IN ACCORDANCE TO THE TENDER DOCUMENTS COULD NOT BE COMPLETED FOR ANY
 REASON.

 TENDER DOCUMENTS

 Memorandum: Link
 (https://roemercapital.com/files/disclosures/Invitation%20to%20Voluntary%20Tender%20Memorandum%20OZON2.pdf)

 Template Tender Instruction: Link
 (https://roemercapital.com/files/disclosures/Template%20Tender%20Instruction_OZON2.docx)

 FOR FURTHER INFORMATION

 Roemer Capital (Europe) Limited

Georgiou Karaiskaki, 17

LIMASSOL BUSINESS CENTRE, Floor 4, Office 4

3032 Limassol

Cyprus

 https://roemercapital.com/news/ozon2

 tender5@roemercapital.com

Dissemination of a Corporate News, transmitted by EQS News - a service of EQS
 Group AG.

The issuer is solely responsible for the content of this announcement.

The EQS Distribution Services include Regulatory Announcements,
 Financial/Corporate News and Press Releases.

Archive at www.eqs-news.com

 Language:     English
 Company:      Roemer Capital (Europe) Limited
               Georgiou Karaiskaki 17 Limassol Business Centre
               3032 Limassol
               Cyprus
 Internet:     https://roemercapital.com/
 EQS News ID:  1990647

 

 End of News  EQS News Service

 

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