RCS - Roemer Capital - ROEMER CAPITAL INVITES CERTAIN HOLDERS

Deutsche Boerse AGAnnouncement

26/03/2025 11:15

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RNS Number : 3017C  Roemer Capital (Europe) Limited  26 March 2025

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

ROEMER CAPITAL INVITES CERTAIN HOLDERS TO TENDER OZON HOLDINGS PLC ADR (ISIN:
 US69269L1044, Bloomberg: OZON US)

26.03.2025 / 09:20 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, IN THE
 UNITED STATES OF AMERICA OR OTHERWISE BY, IN, INTO FROM OR TO ANY JURISDICTION
 OR PERSON WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF ANY LAW OR REGULATION

 26 March 2025

 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 held through Euroclear Bank SA/NV ("Shares")

 THIS INVITATION WILL EXPIRE AT 16:00 UTC ON 28 APRIL 2025 ("EXPIRATION TIME").

 Roemer Capital (Europe) Limited (the "Purchaser") is inviting certain holders
 of Shares to tender for the sale of up to 2,500,000 units of Shares for cash
 at a purchase price of USD 29 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/ozon4/
 (https://roemercapital.com/news/ozon4/)  (collectively, the "Tender
 Documents").

 The Purchaser 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. The Purchaser 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 Purchaser is not
 affiliated with Ozon Holdings PLC or its management.

 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 HELD THROUGH EUROCLEAR BANK
 SA/NV (INCLUDING, WITHOUT LIMITATION, ANY SHARES HELD THROUGH DEPOSITARY TRUST
 COMPANY AND/OR 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%20OZON4.pdf)

 Template Tender Instruction: Link
 (https://roemercapital.com/files/disclosures/Template%20Tender%20Instruction_OZON4.docx)

 FOR FURTHER INFORMATION

 Roemer Capital (Europe) Limited

Georgiou Karaiskaki, 17

LIMASSOL BUSINESS CENTRE, Floor 4, Office 4

3032 Limassol

Cyprus

 ozon4@roemercapital.com (mailto:ozon4@roemercapital.com)

 https://roemercapital.com/news/ozon4/ (https://roemercapital.com/news/ozon4/)

 Bloomberg EMSX ID: ROME

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

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:  2106424

 

 

 End of News  EQS News Service

 

 

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