RCS - Roemer Capital - Voluntary Tender to Holders of Ozon Holdings PLC

Deutsche Boerse AGAnnouncement

22/04/2024 11:45

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RNS Number : 5193L  Roemer Capital (Europe) Limited  22 April 2024

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

22 April 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 Euroclear Bank SA/NV settlement
system ("Shares")

THIS INVITATION WILL EXPIRE AT 16:00 UTC ON 22 MAY 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 4,900,000
units of Shares for cash at a purchase price of USD 31 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/ozon
(https://roemercapital.com/news/ozon) (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 EUROCLEAR BANK SA/NV SETTLEMENT SYSTEM (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%20OZON%20US.pdf)

Template Tender Instruction: Link
(https://roemercapital.com/files/disclosures/Template%20Tender%20Instruction%20OZON%20US.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/ozon (https://roemercapital.com/news/ozon)

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

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