Not to be distributed OR RELEASED, DIRECTLY OR INDIRECTLY, in or into the United States OR CANADA nor for release, publication or distribution in whole or in part in the Russian Federation.
These materials are not an offer for sale of securities in the United States. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933. Mail.ru Group Limited does not intend to register any part of the offering in the United States or to conduct a public offering of any Securities in the United States. The information contained herein is not for release, publication or distribution in whole or in part to the general public in the Russian Federation.
This announcement is not a prospectus but an advertisement. Eligible Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information in the prospectus to be published by Mail.ru Group in connection with the admission of the ordinary shares in the form of global depository receipts to the Official List of the Financial Services Authority and to trading on London Stock Exchange plc's main market for listed securities.
For immediate release
25 October 2010
MAIL.RU GROUP LIMITED ANNOUNCES PRICE RANGE FOR INITIAL PUBLIC OFFERING OF US$23.70 TO US$27.70 PER GDR
London / Moscow - Following the announcement of its intention to float on 11 October 2010, MAIL.RU GROUP LIMITED ("Mail.ru Group" or the "Company"), the largest Internet company in the Russian-speaking world, based on monthly unique users, announces today the indicative price range for its initial public offering (the "Offering") of ordinary shares in the form of global depositary receipts ("GDRs") to be admitted to a Standard Listing on the London Stock Exchange under the ticker "MAIL." One GDR will represent an interest in one ordinary share of the Company.
· The indicative price range for the Offering has been set at US$23.70 to US$27.70 per GDR. The indicative price range implies an equity value for the Company of US$4.78 billion to US$5.63 billion prior to new share issue (on treasury method basis) and US$4.86 billion to US$5.71 billion post new share issue (on treasury method basis).
· The Offering comprises a primary offering of 3.03 million ordinary shares by the Company in the form of GDRs and a sale of 28.59 million ordinary shares by existing shareholders in the form of GDRs. This will represent a free float, post new share issue, of approximately 16%. The final number of shares being sold in the Offering will be confirmed prior to admission.
· The net proceeds to the Company from the primary portion of the Offering will be used to fund, in part, the agreed acquisition of an additional 7.5% equity stake in vKontakte (the "Transaction") for US$112.5 million. After the closing of the Transaction, the Company will own 32.49% of vKontakte. The Company is also purchasing an option to acquire an additional 7.5% equity stake in vKontakte over the next year, which if exercised would bring its stake to 39.99%.
· The Company and the selling shareholders will, pro-rata to the number of ordinary shares being sold by each of them, grant to the Joint Bookrunners, on behalf of the Underwriters, an over-allotment option to acquire up to 3.16 million additional ordinary shares in the form of GDRs for the purposes of meeting over-allotments in connection with the Offering.
· The Company has appointed Goldman Sachs International and J.P. Morgan as Joint Global Co-ordinators and, together with Morgan Stanley and VTB Capital, Joint Bookrunners in connection with the Offering. Pacific Crest Securities has been appointed Co-lead Manager in connection with the Offering.
For further information please contact:
London +44 (0)20 7831 3113 Moscow +7 495 795 06 23
James Melville-Ross Leonid Solovyev
Notes to Editors
Mail.ru Group is the largest Internet company in high-growth Russian-speaking Internet markets. Mail.ru Group's sites reach approximately 70% of Russian Internet users on a monthly basis and the Company is the world's seventh largest Internet business, based on page views[i]. Today Russia is Europe's second largest Internet market measured by number of users[ii].
The origins of the Company date back to 1998 and since its formation as a group in 2005, and particularly since the end of 2008, the Company has moved rapidly to build an integrated communication and entertainment platform that allows it to attract and monetise one of Russia's largest daily Internet audiences. The Company, which is incorporated in the British Virgin Islands, operates two of the three[iii] largest Russian language online social networking sites (Odnoklassniki and Moi Mir (or "My World")). The Company also operates the two largest Instant Messaging ("IM") networks in Russia (Agent and ICQ), Russia's leading email service and Russia's second largest Internet portal based on daily and monthly unique users (Mail.ru), and the company operates Russia's largest online games platform.
The Company holds strategic minority equity stakes in vKontakte and Qiwi (formerly OE Investments). In vKontakte, Russia's largest social networking site measured by daily unique users, it holds a 24.99% stake (which will increase to 32.49% upon closing of the Transaction) and in Qiwi, one of Russia's leading payment processing companies with a network of over 180,000 Point of Sale ("PoS") payment terminals, it holds a 25.09% interest. The Company also holds small minority stakes in international Internet companies including a 2.38% equity interest on a fully diluted basis in Facebook Inc.; a 1.47% equity interest on a fully diluted basis in Zynga Game Network Inc.; and a 5.13% equity interest on a fully diluted basis in Groupon Inc. as well as a number of small venture capital investments in various Internet companies in Russia and Ukraine.
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This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom (subject to applicable laws), (ii) to investment professionals falling within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (iii) high net worth entities falling within Article 49(2)(A) to (D) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as "Relevant Persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents. Persons distributing this document must satisfy themselves that it is lawful to do so.
In connection with the offering, Goldman Sachs International (the "Stabilizing Manager") (or persons acting on behalf of the Stabilizing Manager) may (but is under no obligation to) effect transactions in the GDRs with a view to supporting the market price of the GDRs at a level higher than that which might otherwise have prevailed in the open market. However, there is no assurance that the Stabilizing Manager (or persons acting on behalf of the Stabilizing Manager) will undertake stabilization action. Any stabilization action may begin on or after the date on which adequate public disclosure of the final price of the global depositary receipts is made and, if begun, may be ended at any time, but it must end no later than 30 days after the date of such adequate public disclosure of the final price of the GDRs. Any stabilization action must be conducted by the Stabilizing Manager (or person(s) acting on behalf of the Stabilizing Manager) in accordance with all applicable laws and rules. Save as required by law or regulation, neither the Stabilizing Manager nor any of its agents intends to disclose the extent of any stabilization transactions conducted in relation to the Offering.
This document is an advertisement and is not a prospectus for the purposes of EU Directive 2003/71/EC (the "Prospectus Directive") and Part VI of the Financial Services and Markets Act 2000 (the "FSMA"). A prospectus prepared pursuant to the Prospectus Directive will be published in accordance with the prospectus rules made under the FSMA. The prospectus, when published, can be obtained from the Company's registered office. Investors should not subscribe for any securities referred to in this document except on the basis of information contained in the prospectus.
In any EEA Member State that has implemented the Prospectus Directive this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.
Information contained in this document is not an offer, or an invitation to make offers, sell, purchase, exchange or transfer any securities in the Russian Federation or to or for the benefit of any Russian person, and does not constitute an advertisement, or offering of any securities in the Russian Federation to any person other than a "qualified investor" (as defined in Federal Law No. 39-FZ "On Securities Market" dated 22 April 1996, as amended). This information must not be passed on to third parties or otherwise be made publicly available in the Russian Federation. The securities have not been and will not be registered in the Russian Federation or admitted to public placement and/or public circulation in the Russian Federation. The Company's securities are not intended for "placement" or "circulation" in the Russian Federation.
The information contained herein is not for release, publication or distribution in whole or in part in the Russian Federation.
The materials and information contained herein do not constitute an offer of securities and nothing shall be read or construed as constituting investment advice or recommendations.
This document contains forward-looking statements. Forward-looking statements are statements that are not historical facts, including statements about our beliefs and expectations. Any statement in this announcement that expresses or implies our intentions, beliefs, expectations or predictions (and the assumptions underlying them) is a forward-looking statement. Forward-looking statements involve inherent risks and uncertainties. A number of important factors could therefore cause actual future results to differ materially from those expressed or implied in any forward-looking statement.
The forward-looking statements contained in this announcement are made as of the date hereof, and the company assumes no obligation to update any of the forward-looking statements contained in this announcement.
In connection with the Offering, Goldman Sachs International, J.P. Morgan Securities Ltd., Morgan Stanley & Co. International plc, VTB Capital plc or Pacific Crest Securities LLC or any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase GDRs and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such GDRs and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references in the prospectus, once published, to the GDRs being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, Goldman Sachs International, J.P. Morgan Securities Ltd., Morgan Stanley & Co. International plc, VTB Capital plc or Pacific Crest Securities LLC and any of their respective affiliates acting as investors for their own accounts. Goldman Sachs International, J.P. Morgan Securities Ltd., Morgan Stanley & Co. International plc, VTB Capital plc and Pacific Crest Securities LLC do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
Goldman Sachs International, J.P. Morgan Securities Ltd., Morgan Stanley & Co. International plc, VTB Capital plc and Pacific Crest Securities LLC are acting exclusively for the Company and no one else in connection with the offering and will not regard any other person (whether or not a recipient of this press release) as their client in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their client.