Proposed Tender Offer
14/04/2022 07:00
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RNS Number : 3446I Softline Holding PLC 14 April 2022
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
14 APRIL 2022
Softline Holding PLC
Proposed Tender Offer
Softline Holding PLC (Softline, or the Company) today announces a Tender Offer
at US$ 1.00 per Ordinary Share or GDR (each a Security).
SUMMARY
· Softline has announced a Tender Offer priced at $1.00 per Security.
· This is an opportunity for Softline Security Holders to exit their
investment given low liquidity and trading volumes in Softline's GDRs in the
current volatile market conditions.
· The Tender Offer will be made on an equal basis to all Softline
Security Holders (other than any Security Holders who may be excluded to the
extent necessary to comply with applicable laws) (Eligible Softline Security
Holders).
· The number of Securities being bought back pursuant to the Tender
Offer is limited to 10 per cent. of Softline's issued share capital, or
18,369,283 Securities.
· Tendered Securities will be transferred to Softline's employee
benefit trust and used to fund employee awards under Softline's long-term
management incentive plan, long-term employee partnership program and employee
share purchase schemes.
· The Tender Offer will be open for 20 Business Days, expiring at 5.00
p.m. on 18 May 2022 (the Expiration Time).
· Proceeds are expected to be despatched to Security Holders as soon as
practicable after the Expiration Time.
1. Background to and reasons for the tender offer
1.1 Background to the Tender Offer
The geopolitical uncertainty, growing inflationary pressure and the challenges
in the semiconductor supply chain have led to a significant decline in the
price of Softline's listed GDRs in recent weeks, from an IPO price of $7.50 to
an average of $1.22 for the five trading days immediately preceding this
announcement.
Given this environment, there is also very low liquidity in the Company's GDRs
on the LSE. As a result, Softline is offering its eligible Security Holders
the opportunity to exit their investment in the Company's Securities by way of
the Tender Offer. The Tendered Securities will be held in treasury by the
Company and transferred to the Company's employee benefit trust in order to
increase the awards available to employees under the Company's employee share
schemes, as previously announced on 2 February 2022.
The offer price for the Securities (the Tender Offer Price) is US$ 1.00 per
Ordinary Share or GDR tendered, representing a discount of 18 per cent. to the
LSE closing price of US$ 1.22 per GDR on 13 April 2022, being the last trading
day prior to the date of this announcement.
Softline's Board firmly believes that the Company's current GDR price is a
reflection of the current volatile market conditions and is symptomatic of the
wider challenges currently facing all companies that derive a material portion
of their revenues from the Russian market because of the situation in Ukraine.
The Board believes that the GDR price does not reflect Softline's true value
or global potential. This view is also shared by external analysts and is
reflected by the longer-term performance of the GDRs on the LSE and MOEX since
the Company's IPO and prior to events in Ukraine.
No Security Holder is obliged to participate in the Tender Offer. However, in
launching the Tender Offer, the Board has listened carefully to Security
Holders who wish to exit their investment in Softline but would not otherwise
have the opportunity to do so, given the low liquidity in the GDRs and
volatile market conditions at present.
The Tender Offer will be funded from cash generated by Softline's operations
and financial investments. Softline will therefore continue to have a strong
balance sheet following completion of the Tender Offer and the Tender Offer is
not impact the Company's investment strategy for the proceeds raised at the
time of its IPO, which remain located outside Russia.
As such, the Board believes that commencing the Tender Offer is in the best
interests of all Security Holders and an efficient use of capital in the
current circumstances. Funding employee awards from Tendered Securities also
minimises the dilution of Softline's existing Security Holders and is
consistent with Softline's stated intention to attract and incentivise the
best employees to its business through competitive employee share schemes.
The Tender Offer will be conducted in accordance with the general authority to
repurchase Securities granted by the Company's Board of Directors on 13 April
2022, and otherwise in accordance with applicable laws and regulations.
Consequently the Tender Offer is not subject to specific shareholder
approval.
The maximum number of Securities that can be bought back in connection with
the Tender Offer remains up to 10 per cent. of Softline's issued share capital
(i.e. no more than 18,369,283 Securities, or the Authorised Maximum) and
Softline cannot own such Securities for more than two years.
1.2 Benefits of the Tender Offer for Security Holders
The benefits of the Tender Offer for Security Holders as a whole are that:
· it is available to all Eligible Softline Security Holders regardless
of the size of their holdings;
· it provides Eligible Softline Security Holders who wish to reduce
their holdings of Securities with an opportunity to do so at a market-driven
price, when considering the low liquidity and trading volumes in the current
market; and
· it permits Eligible Softline Security Holders who wish to retain
their current investment in Softline and their GDRs or Ordinary Shares to do
so and no Security Holder is required to participate in the Tender Offer.
1.3 Trading Update
Consistent with the update on business and operations given on 11 March 2022,
Softline continues to expect no material impact on operations in the
international business outside of Russia, which represents nearly 50 per cent.
of overall turnover. The Company is proactively navigating the changing
environment in Russia, and focusing on supporting customers with all of their
technology needs. There continues to be demand for services, and for good
skills, where Softline is well-positioned. Softline has a strong balance
sheet, and we remain focused on the safety and liquidity of cash, where we
continue to have the necessary requirements for operations in each country.
1.4 No recommendation; Eligible Softline Security Holders are
recommended to consult with independent advisers
Although the Board has approved the Tender Offer, the Board is not making a
recommendation to Eligible Softline Security Holders in relation to
participation in the Tender Offer itself.
Whether or not Eligible Softline Security Holders tender all or any of their
Securities will depend, among other things, on their view of the Company's
business, prospects and fundamental value and their own individual
circumstances, including their tax position. Eligible Softline Security
Holders should make their own decision in respect of participation in the
Tender Offer and are recommended to consult their duly authorised independent
advisers.
1.5 Action to be taken
Further details of the procedures for tendering are set out in paragraph 4 of
this announcement. Eligible Softline Security Holders who do not wish to
tender their Securities under the Tender Offer should not take any action in
relation to the Tender Form and should not submit a relevant Clearing System
instruction or return an executed letter of transmittal (as applicable).
1.6 Further information
The expected timetable of principal events for the Tender Offer is set out in
paragraph 2 of this announcement.
If you are an LSE GDR holder and require assistance on the mechanics of
participating in the Tender Offer, please e-mail the LSE GDR Tender Agent at
DRProjectLark@bnymellon.com, or contact your financial adviser or broker. The
LSE GDR Tender Agent cannot provide advice on the merits of the Tender Offer
nor give any financial, tax or legal advice.
If you are a MOEX GDR holder, please contact your broker or financial adviser
for assistance on participating in the Tender Offer.
If you hold Ordinary Shares and require assistance in completing the Tender
Form, please call the Company on +44 (20) 4577 1222. Calls to the Company from
the United Kingdom are charged at your service provider's standard network
rates. Calls to the Company from outside the United Kingdom are charged at
applicable international rates. The Company cannot provide advice to
individual Eligible Softline Security Holders on the merits of the Tender
Offer, nor give any financial, tax or legal advice.
2. expected timetable
Date
Publication of this announcement 7.00 a.m. on 14 April 2022
Commencement of Tender Offer Period 7.00 a.m. on 14 April 2022
Latest time and date for receipt of tenders (the Expiration Time) 5.00 p.m. on 18 May 2022*
Announcement of results of the Tender Offer 19 May 2022
Despatch of payments for GDRs and Ordinary Shares tendered under the Tender As soon as practicable after the Expiration Time
Offer
*Please note that Clearing Systems, their respective participants and the
brokers or other financial intermediaries through which Eligible Softline
Security Holders hold GDRs will establish their own cut-off dates and times
for the tender of the GDRs, which will be earlier than the Expiration Time.
Future times and dates are indicative only and are subject to change by the
Company. If the expected timetable of events changes materially from the
above, the Company will release an announcement to this effect.
References to time in this announcement are to London time.
3. Terms and conditions of the tender offer
3.1 Tenders
(a) All Eligible Softline Security Holders who hold Securities on
a date during the Tender Offer Period may tender Securities (up to the number
of Securities held by them on such date) for purchase by the Company on the
terms and subject to the conditions set out in this announcement and (for
holders of certificated Ordinary Shares) the Tender Form (which together,
constitute the Tender Offer). Eligible Softline Security Holders are not
obliged to tender any Securities.
(b) The Tender Offer is made at the Tender Offer Price.
Tendering Eligible Softline Security Holders may be obliged to pay brokerage
fees, commissions, dealing charges or transfer taxes or stamp duty in the UK
on the purchase by the Company of Securities pursuant to the Tender Offer.
(c) The consideration for each tendered Security acquired by the
Company pursuant to the Tender Offer will be paid in accordance with the
settlement procedures set out in paragraph 5 of this announcement.
(d) Upon the Tender Offer becoming unconditional and unless the
Tender Offer cannot be completed or has been terminated in accordance with the
provisions of sub-paragraph 3.2(b) or paragraph 8 of this announcement, the
Company will accept tenders of Eligible Softline Security Holders validly made
in accordance with this announcement, subject as mentioned below, and each
Security Holder will be entitled to sell to the Company the number of
Securities described in paragraph 3.1(a) above.
(e) The Tender Offer will expire at the Expiration Time. No
tenders received after that time will be accepted unless the Company extends
the period for tendering under the Tender Offer in which case a new expiration
time will be announced (as described below). The Company reserves the right,
subject to applicable legal and regulatory requirements, to amend the expected
timetable announced by it, which includes extending the period for tendering
under the Tender Offer. Any material change to the expected timetable will be
notified to Security Holders by way of an announcement through a regulatory
information service. Any such changes will comply with all applicable legal
and regulatory requirements, including, but not limited to, the duration of
any extensions.
(f) Tender Forms which have been, or are deemed to be, validly and
properly completed and submitted to the Company (in the case of certificated
Ordinary Shares) and relevant Clearing System instructions that have been
received by the LSE GDR Tender Agent (in the case of LSE GDRs) will become
irrevocable and cannot be withdrawn after the Expiration Time.
(g) All questions as to whether a Security Holder is an Eligible
Softline Security Holder, or as to the validity and eligibility of tenders
(including time of receipt and the number of Securities tendered) will be
determined by the Company, in its sole discretion, whose determination will be
final and binding (except as otherwise required under applicable law). The
Company reserves the absolute right to reject any or all tenders it determines
not to be in proper form or the acceptance of payment for which may, in the
opinion of the Company, be unlawful. None of the Company, the LSE GDR Tender
Agent, the Depositary, or any other person is or will be obliged to give
notice of any defects or irregularities and none of them will incur any
liability for failure to give such notice. Without prejudice to the foregoing,
the Company shall use reasonable endeavours to return share certificate(s) or
other document(s) of title to Shareholders whose tenders of Ordinary Shares
are rejected. The Company reserves the absolute right to waive any of the
terms or conditions of the Tender Offer (other than the Conditions). The
Company reserves the absolute right to waive any defect or irregularity in the
tender of any Securities, including any Tender Form (in whole or in part),
which is not entirely in order or which is not accompanied by the appropriate
Ordinary Share certificate(s) and/or other document(s) of title or any
indemnity acceptable to the Company in lieu thereof. In that event, for
Ordinary Shares held in certificated form, however, the consideration under
the Tender Offer will only be despatched when the Tender Form is entirely in
order and the Ordinary Share certificate(s) or other document(s) of title or
indemnities in lieu thereof satisfactory to the Company has/have been
received.
(h) The failure of any person to receive a copy of this
announcement or the Tender Form shall not invalidate any aspect of the Tender
Offer. Neither the Company nor the Depositary nor any other person will incur
liability in respect of any person failing to receive this announcement and/or
for a person who holds their Ordinary Shares in certificated form, the Tender
Form.
(i) The total number of Securities that can be purchased under
the Tender Offer is the Authorised Maximum. If the number of Securities
validly tendered by Eligible Softline Security Holders exceeds the Authorised
Maximum, the tendered Securities will be purchased on a pro rata, or
proportional, basis according to the number of Securities validly tendered by
the tendering Security Holders (with adjustments where necessary to avoid
the purchase of fractional Securities).
(j) The number of Securities that will be purchased from each
Eligible Softline Security Holder that has validly tendered Securities prior
to the Expiration Time, will be calculated as follows:
Y = Z × K
where
Y represents the total number of Securities that will be purchased from the
Eligible Softline Security Holder, which will be adjusted downwards where
necessary to avoid the purchase of fractional Securities, provided that Y
shall never be greater than X;
Z represents the number of Securities validly tendered by such Eligible
Softline Security Holder prior to the Expiration Time; and
K represents the pro-ration rate calculated pursuant to the below formula:
where
K represents the pro-ration rate (rounded to ten decimal places); and
X represents the total amount of Securities validly tendered prior to the
Expiration Time.
(k) The Company, LSE GDR Tender Agent and the Clearing Systems and
participants in those systems will make appropriate adjustments to the number
of Securities accepted for purchase in the Tender Offer (rounding up or down,
as appropriate) so as to avoid the acceptance of fractional Securities for
purchase in the Tender Offer.
(l) Pro-ration will not apply to the Securities which are validly
tendered pursuant to this Tender Offer prior to the Expiration Time unless the
number of Securities validly tendered by Eligible Softline Security Holders
exceeds the Authorised Maximum.
(m) The results of the Tender Offer are expected to be announced
one Business Day after the Expiration Time.
3.2 Conditions
The Tender Offer is conditional on the following conditions (together the
Conditions) being satisfied:
(a) the Company having available to it sufficient distributable profits
(in accordance with the Cyprus Companies Law) to effect the purchase of the
Securities to be purchased by the Company at the relevant time; and
(b) the Tender Offer not having been terminated in accordance
with paragraph 8 of this announcement prior to the fulfilment of the
Conditions referred to above.
The purchase by the Company of Securities pursuant to the Tender Offer will
occur only if the applicable Conditions have been satisfied. If any of the
applicable Conditions are not satisfied by 7.00 a.m. on the date upon which
the relevant Securities are to be purchased by the Company under the Tender
Offer (or such later time and date as the Company may decide), the Tender
Offer will not proceed.
3.3 Compliance with "Short Tendering" Rule
Rule 14e-4 promulgated under the Exchange Act makes it unlawful for any person
acting alone or in concert with others, directly or indirectly, to tender GDRs
or Ordinary Shares for such person's own account unless at the time of tender
and at the Expiration Time such person has a "net long position" in a number
of GDRs or Ordinary Shares that is equal to or greater than the amount
tendered and will deliver or cause to be delivered such GDRs or Ordinary
Shares for the purpose of tendering to us within the period specified in this
Tender Offer. Rule 14e-4 also provides a similar restriction applicable to the
tender or guarantee of a tender on behalf of another person. A tender of GDRs
or Ordinary Shares made pursuant to any method of delivery set forth in this
Tender Offer will constitute the tendering Security Holder's acceptance of the
terms and conditions of this Tender Offer, as well as the tendering Security
Holder's representation and warranty to the Company that (i) such Security
Holder has a "net long position" in a number of GDRs or Ordinary at least
equal to the GDRs or Ordinary Shares being tendered within the meaning of Rule
14e-4, and (ii) such tender of GDRs or Ordinary Shares complies with Rule
14e-4. The Company's acceptance for purchase of GDRs or Ordinary Shares
tendered pursuant to this Tender Offer will constitute a binding agreement
between the tendering Security Holder and the Company upon the terms and
subject to the conditions of this Tender Offer, including the participating
Security Holder's representation that the Security Holder has a net long
position in the GDRs or Ordinary Shares, as the case may be, being tendered
for purchase within the meaning of Rule 14e-4 and that the request to tender
such GDRs or Ordinary Shares complies with Rule 14e-4.
4. Procedure for tendering Securities
There are different procedures for tendering Securities depending on whether
they are LSE GDRs, MOEX GDRs or Ordinary Shares.
If you hold GDRs, you or the direct participant of the relevant Clearing
System holding on your behalf must tender such GDRs by instructing the
relevant Clearing System, or returning an executed letter of transmittal, in
accordance with the procedure set out in sub-paragraph 4.1 of this
announcement.
If you hold Ordinary Shares in certificated form, you may only tender such
Ordinary Shares by completing and returning the Tender Form in accordance with
the procedure set out in sub-paragraphs 4.1. Tender Forms are available from
the Company by contacting them on the details below.
If you are in any doubt as to how to complete the Tender Form or as to the
procedure for tendering Securities, please contact:
(i) in respect of LSE GDRs, the LSE GDR Tender Agent via email
at DRProjectLark@bnymellon.com or your financial adviser or broker;
(ii) in respect of MOEX GDRs, your financial adviser or broker;
or
(iii) in respect of Ordinary Shares, the Company on +44 (20) 4577
1222.
For legal reasons, the LSE GDR Tender Agent and the Company will not be able
to give advice on the merits of the Tender Offer or provide legal, financial
or personal taxation advice and, accordingly, for such advice you should
consult your stockbroker, solicitor, accountant, bank manager or other
independent professional adviser.
4.1 Procedure for LSE GDRs
LSE GDR holders who desire to tender LSE GDRs that are held through a broker,
dealer, commercial bank, trust company or other securities intermediary must
contact that firm to effect a tender on their behalf (and any such firm may
have established an earlier deadline for tendering LSE GDR Holders to act to
instruct it to accept the Tender Offer on their behalf). Tendering LSE GDR
Holders will not be obligated to pay brokerage commissions in connection with
their tender of LSE GDRs, but they may be charged a fee by a brokerage firm or
similar nominee for processing the tender(s) on their behalf.
Tendering LSE GDRs
If you wish to tender LSE GDRs, you must instruct, or you must cause the
broker or other securities intermediary through which you hold the LSE GDRs to
instruct, Euroclear or Clearstream to block the number of LSE GDRs tendered in
its participant account.
The LSE GDR Tender Agent must receive notice of the blocking through Euroclear
or Clearstream, as applicable, prior to the Expiration Time.
4.2 Procedure for MOEX GDRs
At the date of this announcement, the linked securities accounts of the
Russian NSD in Euroclear and Clearstream remain blocked and there are
restrictions on the settlement of MOEX GDRs. Eligible Security Holders who
hold MOEX GDRs may therefore be unable to participate in the Tender Offer. As
these restrictions may change at short notice, Eligible Softline Security
Holders who hold MOEX GDRs are advised to contact their broker or financial
adviser for more information on the options available (if any) to participate
in the Tender Offer.
4.3 Procedure for Ordinary Shares
To tender your Ordinary Shares held in certificated form you must complete,
sign and have witnessed the Tender Form.
The completed, signed and witnessed Tender Form should be sent either (i) by
post to the Company's UK office, 26-28 Hammersmith Grove, London W6 7HA,
United Kingdom, along with the relevant Ordinary Share certificate(s) or other
document(s) of title; or (ii) by hand during normal business hours only to the
Company's UK office, 26-28 Hammersmith Grove, London W6 7HA, United Kingdom,
as soon as possible and, in any event, so as to be received by no later than
the Expiration Time. The Company shall be entitled (in its sole discretion) to
accept late Tender Forms. No acknowledgement of receipt of documents will be
given.
The completed, signed and witnessed Tender Form should be accompanied by the
relevant Ordinary Share certificate(s) or other document(s) of title.
If your Ordinary Share certificate(s) or other document(s) of title are not
readily available (for example, if they are with your stockbroker, bank or
other agent) or are lost, the Tender Form should nevertheless be completed,
signed, witnessed and returned as described above so as to be received by the
Company by no later than the Expiration Time together with any Ordinary Share
certificate(s) or other document(s) of title you may have available,
accompanied by a letter of explanation stating that, if not lost, the
(remaining) Ordinary Share certificate(s) or other document(s) of title will
be forwarded as soon as possible thereafter and, in any event, by no later
than the Expiration Time.
The Company will effect such procedures as are required to transfer your
Ordinary Shares to the Company under the Tender Offer. If you have lost your
Ordinary Share certificate(s) or other document(s) of title, you should write
to the Company at the address above requesting a letter of indemnity in
respect of the lost Ordinary Share certificate(s) which, when completed in
accordance with the instructions given, should be returned to the Company at
the address above so as to be received by no later than the Expiration Time.
By signing the Tender Form, Shareholders will be deemed to have instructed
that the cash consideration will be remitted in accordance with the
instructions set out in the Tender Form.
4.4 Validity of Tender Form
Notwithstanding the powers in sub-paragraph 3.1(g) of this Announcement, the
Company reserves the right to treat as valid only Tender Forms which are
received entirely in order by the Expiration Time and which are accompanied by
the relevant Ordinary Share certificate(s) or other document(s) of title or a
satisfactory indemnity in lieu thereof, in respect of the entire number of
Ordinary Shares tendered.
Notwithstanding the completion of a valid Tender Form, the Tender Offer may be
suspended, terminated or lapse in accordance with the terms and conditions set
out in this announcement.
The Company shall be entitled to accept Tender Forms which are received after
the Expiration Time in its sole discretion. The decision of the Company as to
which Ordinary Shares have been validly tendered shall be conclusive and
binding on all Shareholders.
5. Settlement
Settlement of the consideration to which any Security Holder is entitled
pursuant to valid tenders accepted by the Company (which will be rounded down
to the nearest whole cent) will be effected by the crediting of relevant
Clearing System accounts or the despatch of cheques (as applicable). The
Settlement process will depend on whether the Security Holder is tendering LSE
GDRs, MOEX GDRs or Ordinary Shares.
5.1 LSE GDRs
Where an accepted tender related to LSE GDRs, payment for the LSE GDRs will be
made by depositing the aggregate Tender Offer Price to be paid for the LSE
GDRs validly tendered and accepted for purchase with the LSE GDR Tender Agent,
who will make payment to the custodian for Euroclear or Clearstream, in the
cases of the LSE GDR Holders tendering LSE GDRs via Euroclear or Clearstream.
The LSE GDR Tender Agent will, provided that it has received the aggregate
Tender Offer Price in US Dollars from the Company, remit the aggregate Tender
Offer Price to the Clearing Systems for further distribution to the tendering
LSE GDR Holders pro rata to the number of the LSE GDRs validly tendered by the
relevant tendering LSE GDR Holder net of any taxes and other governmental
charges. The Tender Offer Price, subject to taxes and other governmental
charges, shall be paid to tendering LSE GDR Holders through the procedures of
the relevant Clearing System as of the date of payment. Those who tender LSE
GDRs will not receive interest or any other form of compensation during this
period of time or in the event of a delay in the delivery of the Tender Offer
Price to the tendering LSE GDR Holder.
Neither the LSE GDR Tender Agent, the Depositary nor any person acting on
behalf of either of them accept any liability for any default on the part of
the Company to pay tendering LSE GDR Holders for the accepted GDRs.
5.2 MOEX GDRs
At the date of this announcement, the linked securities accounts of the
Russian NSD in Euroclear and Clearstream remain blocked and there are
restrictions on the settlement of MOEX GDRs. Eligible Security Holders who
hold MOEX GDRs may therefore be unable to participate in the Tender Offer and
be treated differently to other Security Holders. As these restrictions may
change at short notice, Eligible Softline Security Holders who hold MOEX GDRs
are advised to contact their broker or financial adviser for more information
on the options available (if any) to participate in the Tender Offer and for
the most up-to-date information on the settlement of MOEX GDRs.
5.3 Ordinary Shares
Where an accepted tender relates to Ordinary Shares held in certificated form,
payment for the consideration due will be despatched by the date notified by
the Company to Ordinary Shareholders in accordance with this announcement
either by bank transfer or by cheque by first class post to the person or
agent whose name and address is set out on the Tender Form or, in the case of
joint holders, the address of the first named.
If only part of a holding of Securities is sold pursuant to the Tender Offer,
or no holding of Securities is sold pursuant to the Tender Offer:
(a) where GDRs are held, the unsold GDRs will need to be dealt with
in accordance with instructions provided by the Depositary, to ensure that the
GDR Holder receives the Ordinary Shares which they will be entitled to upon
termination of the Deposit Agreements; or
(b) where the Ordinary Shares are held in certificated form, the
Shareholder will be entitled to receive a certificate in respect of the
balance of the remaining Ordinary Shares.
6. GDR Tenders through THE CLEARING SYSTEMS
Each GDR Holder by whom, or on whose behalf, a tender through a Clearing
System or an executed letter of transmittal is made in respect of GDRs hereby
irrevocably undertakes, represents, warrants and agrees to and with the
Company (so as to bind him, his personal representatives, heirs, successors
and assigns) that:
(a) the input of the relevant Clearing System instruction shall
constitute an offer to sell to the Company such number of GDRs as is specified
in the Clearing System instruction on and subject to the terms and conditions
set out or referred to in this announcement and that once the Clearing System
instruction has been made, such tender shall be irrevocable;
(b) such GDR Holder has full power and authority to tender, sell,
assign or transfer the GDRs in respect of which such offer is accepted
(together with all rights attaching thereto) and, when the same are purchased
by the Company, the Company will acquire such GDRs with full title guarantee,
fully paid and free from all liens, charges, encumbrances, equitable
interests, rights of pre-emption or other third party rights of any nature and
together with all rights attaching thereto on or after the Expiration Time
including the right to receive all dividends and other distributions declared,
paid or made after that date and that such representation shall be deemed
repeated at the time the Company purchases such GDRs;
(c) the input of the relevant Clearing System instruction will, subject
to the Tender Offer becoming unconditional, in respect of the GDRs, constitute
the irrevocable appointment of the LSE GDR Tender Agent and any director or
officer of the Company as an attorney and/or agent as may be necessary or
expedient for the purposes of, or in connection with, the Tender Offer (each
an agent) and an irrevocable instruction and authority to the agent (i) to
complete and execute the transfer to itself through the Clearing System and
then to transfer to the Company (or to such person or persons as the Company
may direct) through the Clearing System all of the Relevant GDRs (as defined
below) (but not exceeding the number of GDRs which have been tendered pursuant
to the Tender Offer); and (ii) if the Tender Offer lapses or is terminated, or
there are GDRs which have not been successfully tendered under the Tender
Offer, to give instructions to the relevant Clearing System, as promptly as
practicable after the lapsing or termination of the Tender Offer, to transfer
the Relevant GDRs to the original available balances from which those GDRs
came. For the purposes of this sub-paragraph 6(c), Relevant GDRs means GDRs in
respect of which a transfer or transfers has or have been effected pursuant to
the procedures described in this announcement;
(d) such GDR Holder will ratify and confirm each and every act
or thing which may be done or effected by the Company or any of its directors,
officers or any person nominated by the Company or the LSE GDR Tender Agent in
the proper exercise of its or his or her respective powers and/or authorities
hereunder (including its appointed agent);
(e) such GDR Holder shall do all such acts and things as shall be
necessary or expedient and execute any additional documents deemed by the
Company to be desirable, in each case to complete the purchase of the Relevant
GDRs (as defined in sub-paragraph 6(c) above) and/or to perfect any of the
authorities expressed to be given hereunder;
(f) if such GDR Holder is an Overseas Security Holder, (i) it is
not resident or located in any territory in which it is unlawful to make or
accept the Tender Offer, (ii) it has fully observed any applicable legal and
regulatory requirements of the territory in which such Overseas Security
Holder is resident or located and (iii) the invitation under the Tender
Offer may be made to such Overseas Security Holder under the laws of the
relevant jurisdiction;
(g) the payment by the LSE GDR Tender Agent in accordance with
the relevant Clearing System's payment arrangements as referred to in
paragraph 5 of this announcement will, to the extent of the obligations so
created, discharge fully any obligation of the Company to pay to such GDR
Holder the cash consideration to which he is entitled under the Tender Offer;
(h) the input of the relevant Clearing System instruction
constitutes such GDR Holder's submission to the exclusive jurisdiction of the
courts of England and Wales in relation to all matters arising out of or in
connection with the Tender Offer;
(i) if the appointment of an agent provision under sub-paragraph 6(c)
of this announcement shall be unenforceable or invalid or shall not operate so
as to afford any director or officer of the Company or the LSE GDR Tender
Agent the benefit or authority expressed to be given therein, the GDR Holder
shall with all practicable speed do all such acts and things and execute all
such documents that may be required to enable the Company or the LSE GDR
Tender Agent to secure the full benefits of sub-paragraph 6(c) of this
announcement;
(j) it has observed the laws of all relevant jurisdictions,
obtained all requisite governmental, exchange control or other required
consents, complied with all requisite formalities in connection with any
tender of any GDRs, in any jurisdiction and that it has not taken or omitted
to take any action in breach of the terms of this announcement which will or
may result in the Company or the LSE GDR Tender Agent or any other person
acting in breach of the legal or regulatory requirements of any such
jurisdiction in connection with this Tender Offer or tender of GDRs in
connection therewith;
(k) it will indemnify and hold harmless the Company and the LSE GDR
Tender Agent and each of their affiliates, employees, directors and officers
and each person, if any, who controls the Company and the LSE GDR Tender Agent
from and against any and all losses, claims, damages and liabilities
(including, without limitation, legal fees and other expenses incurred by any
of them in connection with any suit, action or proceeding or any claim
asserted, as such fees and expenses are incurred), joint or several, in
connection with any matter in any way relating to their participation in the
Tender Offer, any breach of the warranties in this paragraph 6 or otherwise
referred to in this announcement; and
(l) (i) it is not a Sanctioned Person; and (ii) it will not
use, directly or indirectly, the proceeds received by it from the sale of its
GDRs pursuant to this Tender Offer for the purpose of financing or making
funds available directly or indirectly to or for the benefit of any Sanctioned
Person.
7. Tender Form
Each Shareholder by whom, or on whose behalf, a Tender Form is executed in
respect of certificated Ordinary Shares hereby irrevocably undertakes,
represents, warrants and agrees to and with the Company (so as to bind him,
his personal representatives, heirs, successors and assigns) that:
(a) the execution of the Tender Form shall constitute an offer to
sell to the Company of the number of Ordinary Shares inserted, or deemed to be
inserted, in the relevant box on the Tender Form, in each case, on and subject
to the terms and conditions set out or referred to in this announcement and
the Tender Form and that, once lodged, such offer shall be irrevocable;
(b) such Shareholder has full power and authority to tender,
sell, assign or transfer the Ordinary Shares in respect of which such offer is
accepted (together with all rights attaching thereto) and, when the same are
purchased by the Company, the Company will acquire such Ordinary Shares with
full title guarantee, fully paid and free from all liens, charges,
encumbrances, equitable interests, rights of pre-emption or other third party
rights of any nature and together with all rights attaching thereto on or
after the Expiration Time including the right to receive all dividends and
other distributions declared paid or made after that date and that such
representation shall be deemed to be repeated at the time the Company
purchases such Ordinary Shares;
(c) the execution of the Tender Form will, subject to the Tender
Offer becoming unconditional, in respect of the Ordinary Shares referred to in
sub-paragraph 7(a) of this Announcement, constitute the irrevocable
appointment of any director or officer of the Company as such Shareholder's
attorney and/or agent (the attorney), and an irrevocable instruction and
authority to the attorney to complete and execute all or any instruments of
transfer and/or other documents at the attorney's discretion in relation to
such Ordinary Shares in favour of the Company or such other person or persons
as the Company may direct and to deliver such instrument(s) of transfer and/or
other document(s) at the discretion of the attorney, together with the
Ordinary Share certificate(s) and/or other document(s) of title relating to
such Ordinary Shares, for registration and to do all such other acts and
things as may in the opinion of such attorney be necessary or expedient for
the purpose of, or in connection with, the Tender Offer and to vest in the
Company or its nominee(s) or such other person(s) as the Company may direct
such Ordinary Shares;
(d) such Shareholder will ratify and confirm each and every act
or thing which may be done or effected by the Company or any of its directors,
officers or any person nominated by the company in the proper exercise of its
or his or her respective powers and/or authorities hereunder (including any
attorney);
(e) such Shareholder will deliver to the Company its Ordinary
Share certificate(s) and/or other document(s) of title in respect of the
Ordinary Shares referred to in sub-paragraph 7(a) of this Announcement, or an
indemnity acceptable to the Company in lieu thereof, or will procure the
delivery of such document(s) to such person as soon as possible thereafter
and, in any event, not later than the Expiration Time;
(f) such Shareholder shall do all such acts and things as shall
be necessary or expedient and execute any additional documents deemed by the
Company to be desirable, in each case to complete the purchase of the Ordinary
Shares and/or to perfect any of the authorities expressed to be given
hereunder;
(g) if such Shareholder is an Overseas Security Holder, (i) it is
not resident or located in any territory in which it is unlawful to make or
accept the Tender Offer or to use the Tender Form in any manner in which the
person has used or will use it, (ii) it has fully observed any applicable
legal and regulatory requirements of the territory in which such Overseas
Security Holder is resident or located and (iii) the invitation under the
Tender Offer may be made to such Overseas Security Holder under the laws of
the relevant jurisdiction;
(h) the provisions of the Tender Form shall be deemed to be
incorporated into the terms and conditions of the Tender Offer;
(i) the despatch of a cheque in respect of the consideration payable
to such Shareholder at his registered address or such other address as is
specified in the Tender Form will constitute a complete discharge by the
Company of its obligations to make such payment to such Shareholder;
(j) the execution of the Tender Form constitutes a warranty by
such Shareholder that the information given by or on behalf of the Shareholder
in the Tender Form will be true in all respects at the time the Company
purchases the Ordinary Shares referred to in paragraph 7(a) of this
Announcement as if it had been given afresh at such time and shall not be
extinguished by such purchase;
(k) on execution, the Tender Form takes effect as a deed;
(l) the execution of the Tender Form constitutes such
Shareholder's submission to the exclusive jurisdiction of the courts of
England and Wales in relation to all matters arising out of or in connection
with the Tender Offer and/or the Tender Form;
(m) if the appointment of an attorney provision under sub-paragraph
6(c) of this Announcement shall be unenforceable or invalid or shall not
operate so as to afford any director or officer of the Company the benefit or
authority expressed to be given therein, the Shareholder shall with all
practicable speed do all such acts and things and execute all such documents
that may be required to enable the Company to secure the full benefits of
sub-paragraph 6(c) of this Announcement;
(n) it has observed the laws of all relevant jurisdictions,
obtained all requisite governmental, exchange control or other required
consents, complied with all requisite formalities in connection with any
tender of any Ordinary Shares, in any jurisdiction and that it has not taken
or omitted to take any action in breach of the terms of this announcement or
the Tender Form which will or may result in the Company or any other person
acting in breach of the legal or regulatory requirements of any such
jurisdiction in connection with this Tender Offer or tender of Ordinary Shares
in connection therewith;
(o) it will indemnify and hold harmless the Company and each of its
affiliates, employees, directors and officers and each person, if any, who
controls the Company from and against any and all losses, claims, damages and
liabilities (including, without limitation, legal fees and other expenses
incurred by any of them in connection with any suit, action or proceeding or
any claim asserted, as such fees and expenses are incurred), joint or several,
in connection with any matter in any way relating to their participation in
the Tender Offer, any breach of the warranties referred to in this paragraph
7, the Tender Form or otherwise referred to in this announcement; and
(p) (i) it is not a Sanctioned Person; and (ii) it will not use,
directly or indirectly, the proceeds received by it from the sale of its GDRs
pursuant to this Tender Offer for the purpose of financing or making funds
available directly or indirectly to or for the benefit of any Sanctioned
Person.
A reference in this paragraph 7 to a Shareholder includes a reference to the
person or persons executing the Tender Form and, in the event of more than one
person executing a Tender Form, the provisions of this paragraph 7 will apply
to them jointly and to each of them.
8. Termination of the Tender Offer
If, at any time prior to the announcement of the results of the Tender Offer:
(a) the Board in its absolute discretion concludes that the Tender
Offer would no longer be in the best interests of the Company and/or the
shareholders as a whole (in exercising such discretion, the Board will give
consideration, among other things, to the impact of the Tender Offer on the
Company's on-going compliance with applicable rules and regulations);
(b) any action or proceeding has been instituted or threatened that
would, in the Company's reasonable judgment, be prejudicial to the Tender
Offer;
(c) acceptance for purchase or payment for any Securities
pursuant to this Tender Offer would violate any law or regulation applicable
to the Company, including any Sanctions, or any contractual obligations of the
Company or the Group in relation to compliance with Sanctions; or
(d) there shall occur:
(i) any general suspension of, shortening of hours for, or
limitation on prices for trading in securities on any securities exchange or
in the over-the-counter market on which any securities of the Company,
including the GDRs, trade;
(ii) any material adverse change in the price of the Ordinary
Shares or GDRs on the LSE, MOEX or on any securities exchange or in the
over-the-counter market on which any securities of the Company, including the
GDRs, trade;
(iii) a material impairment in the trading market for debt
securities;
(iv) a declaration of a banking moratorium or any suspension of
payments in respect of banks by Cyprus, Russia, the United Kingdom or Federal
or state authorities in the United States (whether or not mandatory);
(v) a commencement of a war, armed hostilities, terrorist action or
other national or international crisis or national calamity;
(vi) any limitation (whether or not mandatory) by any governmental
authority on, or other event having a reasonable likelihood of affecting, the
extension of credit by banks or other lending institutions in the European
Union or the United States;
(vii) any material adverse change in Eurozone, Russian, U.K. or U.S.
currency exchange rates or a suspension of, or limitation on, the markets
thereof (whether or not mandatory);
(viii) any material adverse change in Eurozone, Russian, U.K. or U.S.
securities or financial markets generally;
(ix) any material adverse change in the financial position or
prospects and/or circumstances of the Company (including, without limitation,
in relation to the distributable profits of the Company or by reason of any
change in legislation, practice, circumstances or otherwise); or
(x) in the case of any of the foregoing existing at the time of
the commencement of the Tender Offer, a material acceleration or worsening
thereof.
such that the purchase of Securities by the Company may render (in the
reasonable opinion of the Board), the Tender Offer temporarily or permanently
impractical or inadvisable (taking into account the background to and reasons
for the Tender Offer), the Board may terminate the Tender Offer without any
liability on the part of the Company. If the Tender Offer is terminated, the
Company will make an announcement through a regulatory information service to
notify Security Holders in writing that such is the case.
The Company reserves the right, at any time, to revise the aggregate value of
the Tender Offer based on market conditions and/or other factors, subject to
compliance with applicable legal and regulatory requirements. The Company
shall notify Security Holders of any such revision without delay by public
announcement through a regulatory information service.
9. Additional Provisions
Each Security Holder may tender all or part of their holding of Securities by
the Expiration Time. In respect of Ordinary Shares held in certificated form,
if: (i) Box 2 of the Tender Form is not completed; or (ii) in the Company's
determination (in its absolute discretion) Box 2 has not been validly
completed, provided that the Tender Form is otherwise in order and accompanied
by all other relevant documents, the tender may be accepted as a valid tender
in respect of the entire holding of Ordinary Shares which that Shareholder
holds at the time of providing the Tender Form. However, if the Ordinary Share
certificate(s) and/or other document(s) of title accompanying such Tender Form
total less than the entire holding of Ordinary Shares which that Shareholder
holds at the time of providing the Tender Form, then the Tender Form shall be
treated as a tender for such lesser amount.
Ordinary Shares acquired by the Company under the Tender Offer will be
acquired in accordance with the Cyprus Companies Law.
Securities sold by Security Holders pursuant to the Tender Offer will be
acquired with full title guarantee, fully paid and free from all liens,
charges, encumbrances, equitable interests, rights of pre-emption or other
third party rights of any nature and together with all rights attaching
thereto on or after the Expiration Time including the right to receive all
dividends and other distributions declared, paid or made after that date.
Unless lapsed, extended or terminated in accordance with the provisions of
this announcement, the Tender Offer will close at the Expiration Time and it
is expected that one Business Day after the Expiration Time the Company will
make a public announcement of the total number of Securities tendered.
Each Security Holder who tenders or procures the tender of Securities will
thereby be deemed to have agreed that, in consideration of the Company
agreeing to process their tender, such Security Holder will not revoke their
tender or withdraw their Securities. Security Holders should note that, once
tendered, Securities may not be sold, transferred, charged or otherwise
disposed of other than in accordance with the Tender Offer.
Any omission to despatch this announcement or the Tender Form or any notice
required to be despatched under the terms of the Tender Offer to, or any
failure to receive the same by, any person entitled to participate in the
Tender Offer shall not invalidate the Tender Offer in any way or create any
implication that the Tender Offer has not been made to any such person.
No acknowledgement of receipt of any Tender Form(s), Ordinary Share
certificate(s) and/or document(s) of title will be given. All communications,
notices, certificates, documents of title and remittances to be delivered by
or sent to or from Security Holders (or their designated agents) will be
delivered by or sent to or from Security Holders (or their designated agents)
at their own risk.
All powers of attorney and authorities on the terms conferred by or referred
to in this announcement or the Tender Form are given by way of security for
the performance of the obligations of the Security Holders concerned and are
irrevocable in accordance with section 4 of the Powers of Attorney Act 1971.
All tenders by Shareholders must be made on the relevant prescribed Tender
Form, duly completed in accordance with the instructions set out within the
Tender Form which constitute part of the terms of the Tender Offer. A Tender
Form will only be valid when the procedures contained in these terms and
conditions and in the Tender Form are complied with. The Tender Offer and all
tenders are and will be governed by and construed in accordance with English
law. Delivery or posting of a Tender Form will constitute submission to the
exclusive jurisdiction of the English courts.
In the case of LSE GDRs, the LSE GDR Tender Agent will, as soon as practicable
after receiving confirmation from the Company of the Tender Offer lapsing or
being terminated, give instructions to the relevant Clearing System to release
all LSE GDRs previously tendered back to the original available balances from
which those LSE GDRs came.
If the Tender Offer lapses or is terminated, all documents lodged pursuant to
the Tender Offer will be returned promptly by post, within 14 Business Days of
the Tender Offer lapsing or terminating, to the person or agent whose name and
address is set out in Box 1 (or, if applicable, in Box 4) of the Tender Form
or, if none is set out, to the tendering Security Holder or, in the case of
joint holders, the first named at their registered address. In any of these
circumstances the Tender Form will cease to have any effect.
The instructions, terms, provisions and authorities contained in or deemed to
be incorporated in the Tender Form shall constitute part of the terms of the
Tender Offer in respect of Ordinary Shares held in certificated form.
Subject to paragraphs 3.1 and 3.2 of this Announcement, the Tender Offer will
expire at the Expiration Time. No Tender Form, Ordinary Share certificate(s)
and/or document(s) of title, indemnity, Clearing System instruction or
executed letter of transmittal (as applicable) received after that time will
be accepted, except at the sole discretion of the Company.
Copies of this announcement and the Tender Form may be obtained on request
from the relevant parties listed in paragraph 3.3 of this Announcement.
Any change to the terms, or any extension or termination of the Tender Offer
will be followed as promptly as practicable by a public announcement detailing
such change, extension or termination on the Business Day following the date
of such change, extension or termination. Such an announcement will be
notified to a regulatory information service.
Except as contained in this announcement, no person has been authorised to
give any information or make any representations with respect to the Company
or the Tender Offer and, if given or made, such other information or
representations should not be relied on as having been authorised by the
Company. Under no circumstances should the delivery of this announcement or
the delivery of any consideration pursuant to the Tender Offer create any
implication that there has been no change in the assets, properties, business
or affairs of the Company since the date of this announcement.
The provisions of the Contracts (Rights of Third Parties) Act 1999 do not
apply to this announcement.
10. Overseas Security Holders
The making of the Tender Offer in or to persons who are citizens or nationals
of, or resident in, overseas jurisdictions or to custodians, nominees or
trustees for citizens, nationals or residents of overseas jurisdictions may be
prohibited or affected by the laws of the relevant overseas jurisdiction.
Security Holders who are Overseas Security Holders should inform themselves
about and observe any applicable legal requirements.
It is the responsibility of any such Security Holders wishing to tender
Securities to satisfy himself as to the full observance of the laws of the
relevant jurisdiction applicable to him, including the obtaining of any
governmental, exchange control or other consents which may be required, the
compliance with other necessary formalities and the payment of any transfer or
other taxes or other requisite payments due in such jurisdiction. Any such
Security Holder will be responsible for payment of any such transfer or other
taxes or other requisite payments due to whomsoever payable and the Company
and any person acting on their behalf shall be fully indemnified and held
harmless by such Security Holder for any such transfer or other taxes or other
requisite payments such person may be required to pay. No steps have been
taken to qualify the Tender Offer or to authorise the extending of the Tender
Offer or the distribution of the Tender Form in any territory outside the UK.
The provisions of this paragraph 10 and any other terms of the Tender Offer
relating to Overseas Security Holders may be waived, varied or modified as
regards specific Security Holders or on a general basis by the Company in its
absolute discretion but only if the Company is satisfied that such waiver,
variance or modification will not constitute or give rise to a breach of
applicable securities or other legal or regulatory requirements.
In the event of any conflict between any provisions of the Tender Offer and
the provisions of this paragraph 10 the provisions of this paragraph 10 shall
prevail.
Overseas Security Holders should inform themselves about and observe any
applicable legal or regulatory requirements. The comments set out in this
announcement are intended as a general guide only and Security Holders who are
in any doubt about their position should consult their professional adviser in
the relevant territory.
11. Overseas Security Holders - United States
The Tender Offer relates to securities in a non-US company that is subject to
the disclosure requirements, rules and practices applicable to companies
listed in the UK, which differ from those of the US in certain material
respects. This announcement has been prepared in accordance with UK style and
practice for the purpose of complying with English law, and US Security
Holders should read this entire announcement. The Tender Offer is not subject
to or is exempt from the disclosure and procedural requirements of Regulation
14D under the Exchange Act. The Tender Offer will be made in the US in
accordance with the requirements of Regulation 14E under the Exchange Act or
pursuant to exemptions from Regulation 14E and the U.S. tender offer rules
provided by Rule 14d-1(d) under the Exchange Act. US Security Holders should
note that the Ordinary Shares and GDRs are not listed on a US securities
exchange and the Company is not subject to the periodic reporting requirements
of the Exchange Act and is not required to, and does not, file any reports
with the SEC thereunder.
The Tender Offer has not been approved by the SEC or by the securities
regulatory authority of any state or of any other US jurisdiction, nor has the
SEC or any such securities regulatory authority passed upon the accuracy or
adequacy of this announcement. Any representation to the contrary is a
criminal offence in the US. This announcement does not constitute an offer to
purchase, or solicitation of an offer to sell, Ordinary Shares or GDRs in any
jurisdiction in which, or to or from any person to or from whom, it is
unlawful to make such offer or solicitation under applicable securities or
"blue sky" laws.
12. Important Notices
12.1 Cautionary note regarding forward-looking statements
This announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "projects", "anticipates", "expects",
"intends", "may", "will", or "should" or, in each case, their negative or
other variations or comparable terminology. These forward-looking statements
include matters that are not historical facts. They appear in a number of
places throughout this announcement and include statements regarding the
Directors' current intentions, beliefs or expectations concerning, among other
things, the Group's results of operations, financial condition, liquidity,
prospects, growth, strategies and the Group's markets.
By their nature, forward-looking statements involve risk and uncertainty
because they relate to future events and circumstances. Actual results and
developments could differ materially from those expressed or implied by the
forward-looking statements.
Forward-looking statements may and often do differ materially from actual
results. Any forward-looking statements in this announcement are based on
certain factors and assumptions, including the Directors' current view with
respect to future events and are subject to risks relating to future events
and other risks, uncertainties and assumptions relating to the Group's
operations, results of operations, growth strategy and liquidity. Whilst the
Directors consider these assumptions to be reasonable based upon information
currently available, they may prove to be incorrect. Save as required by law,
the Company undertakes no obligation to publicly release the results of any
revisions to any forward-looking statements in this announcement that may
occur due to any change in the Directors' expectations or to reflect events or
circumstances after the date of this announcement.
12.2 Taxation
The transfer of Securities pursuant to the Tender Offer may have tax
consequences for Security Holders. Security Holders who are in any doubt
about their position are recommended to seek their own professional advice.
13. Modifications
The terms of the Tender Offer shall have effect subject to such modifications
as the Company may in its absolute discretion decide from time to time. The
times and dates referred to in this announcement may be amended by the Company
in its absolute discretion.
14. Definitions
The following definitions apply throughout this announcement unless the
context otherwise requires:
Board or Directors the board of directors of the Company
Business Day any day other than a Saturday, Sunday or public holiday in the United Kingdom
on which banks are open in London for general commercial business
Company or Softline Softline Holding PLC
Clearing Systems Euroclear and Clearstream, and Clearing System means any one of these
Clearstream Clearstream Banking, Société Anonyme
Cyprus Companies Law the Cyprus Companies Law (Cap. 113 of the Laws of Cyprus, as amended)
Depositary The Bank of New York Mellon, as depositary with respect to the GDRs
Deposit Agreements the Deposit Agreement dated 27 October 2021 by and between the Company and The
Bank of New York Mellon, as Depositary
Eligible Softline Security Holders Security Holders (other than Security Holders who are excluded to the extent
necessary to comply with applicable laws).
Euroclear Euroclear Bank N.V./S.A.
Exchange Act US Securities Exchange Act of 1934, as amended
Expiration Time the date and time by which the relevant elections must be received by or on
behalf of the Company under the Tender Offer, being 5.00 p.m. on 18 May 2022
FCA the Financial Conduct Authority
FSMA Financial Services and Markets Act 2000, as amended
GDRs global depositary receipts, each representing an interest in one Ordinary
Share
GDR Holders holders of GDRs
GMT Greenwich Mean Time
Group the Company and its subsidiaries
LSE the London Stock Exchange plc
LSE GDRs GDRs traded on the LSE and held through Clearstream or Euroclear and not NSD
LSE GDR Tender Agent The Bank of New York Mellon, in its capacity as tender agent for the LSE GDRs
MOEX the Moscow Exchange
MOEX GDRs GDRs traded on MOEX and held through the National Settlement Depositary
National Settlement Depositary or NSD the National Settlement Depositary of Russia
Ordinary Shares ordinary shares of US$0.01 each in the capital of the Company
Overseas Security Holder a Security Holder who is resident in, or a citizen of, a jurisdiction outside
the UK
Register the register of members of the Company
Sanctioned Person a person or entity that is (i) listed or referred to on, or owned or
controlled by a person or entity listed or referred to on, or acting on behalf
of a person or entity listed or referred to on, any Sanctions List; (ii)
located in, incorporated under the laws of, or acting on behalf of a person or
entity located in or organized under the laws of, any country or territory
that is or has been the target of and/or subject to any comprehensive country-
or territory-wide Sanctions; or (iii) otherwise a target of Sanctions
Sanctions the economic, financial and trade embargoes and sanctions laws, regulations,
rules and/or restrictive measures administered, enacted or enforced by the
Office of Foreign Assets Control of the U.S. Department of the Treasury, the
United States Department of State, any other U.S. government entity, the
United Nations Security Council, any United Nations Security Council Sanctions
Committee, the European Union, any Member State of the European Union, the
United Kingdom and/or any other applicable government, public or regulatory
authority or body (including but not limited to HM Treasury)
Sanctions List the "Specially Designated Nationals and Blocked Persons" list maintained by
the Office of Foreign Assets Control of the U.S. Department of the Treasury,
the Consolidated List of Persons and Entities subject to Financial Sanctions
maintained by the European Commission, the Consolidated List of Financial
Sanctions Targets in the UK maintained by HM Treasury, or any similar list
maintained by, or public announcement of Sanctions designation made by, the
United States Department of State or any other U.S. government entity, the
United Nations Security Council, any United Nations Security Council Sanctions
Committee, the European Union, any Member State of the European Union, the
United Kingdom and/or any other applicable government, public or regulatory
authority or body (including but not limited to HM Treasury)
SEC US Securities and Exchange Commission
Security a GDR or an Ordinary Share
Security Holder means a GDR Holder or a Shareholder, as the case may be
Shareholders registered holders of Ordinary Shares
Tender Form the form for use by Shareholders in connection with the Tender Offer
Tender Offer the offer by the Company to GDR Holders and Shareholders to acquire GDRs and
Ordinary Shares from them on the terms set out in this announcement
Tender Offer Period the period beginning on the date this Announcement is published up to and
including 5.00 p.m. on 18 May 2022
Tender Offer Price has the meaning given to it in paragraph 1.1 of this Announcement
Tendered Securities Securities that have been validly tendered in accordance with the Tender Offer
Terms & Conditions the terms and conditions set out in paragraphs 3.1 and 3.2 of this
Announcement
UK United Kingdom of Great Britain and Northern Ireland
United States or US United States of America, its territories and possessions, any state of the
United States, and the District of Columbia
In this announcement, references to "Euros" and "€" are references to the
lawful currency of the euro area of the European Union, and references to "US
Dollars", "$" and "US$" are references to the lawful currency of the United
States of America. All times referred to in this announcement are, unless
otherwise stated, references to London time.
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