Sistema PJSFC: Launch of Offering of at Least 150 Million Detsky Mir Shares

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY LAW

FOR IMMEDIATE RELEASE 

15 November 2019

LAUNCH OF OFFERING OF AT LEAST 150 MILLION DETSKY MIR SHARES

Moscow, Russia - 15 November 2019 - Sistema PJSFC ("Sistema" or the "Corporation") (LSE: SSA; MOEX: AFKS), a publicly traded diversified Russian holding company, together with the Russia-China Investment Fund ("RCIF") announce the launch of an offering of at least 150 million existing shares in Detsky Mir (the "Offering").

DETAILS OF THE OFFERING

• Offering shares are being offered (i) outside the United States in reliance on Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and (ii) within the United States to certain qualified institutional buyers as defined in, and in reliance on, Rule 144A under the Securities Act
• The Offering will consist exclusively of existing shares held by Sistema directly and RCIF via its investment vehicles Floette Holdings Limited and Exarzo Holdings Limited (collectively, the "Selling Shareholders")
• An offering memorandum (the "Offering Memorandum") dated 15 November 2019 has been published in relation to the Offering and is available on http://corp.detmir.ru/en/press-centre/news
• In relation to the offering, Detsky Mir will be conducting a series of investor meetings starting from 18 November 2019
• The bookbuilding period will commence on 18 November 2019 and is expected to close on or about 21 November 2019
• The number of shares to be placed and the offering price will be determined at the close of the bookbuild process, and the results will be announced as soon as practicable thereafter
• Goldman Sachs International, UBS Investment Bank, Sberbank CIB and VTB Capital plc are acting as Joint Global Coordinators and Joint Bookrunners (the "JGCs")

Via the Offering Sistema and RCIF seek to meaningfully increase the free float and trading liquidity of the Company's shares in order to further unlock the fundamental value potential of the Company for all Detsky Mir shareholders.

Pro-forma for the minimum offering size of 150 million shares, Sistema will retain no more than a 36.0% stake, and RCIF no more than a 9.7% stake, respectively, in the Company.

Shares in Detsky Mir held by Sistema and RCIF which are not sold in the Offering will be subject to a 180-day lock-up, subject to certain customary exceptions.

Net proceeds from the offering received by Sistema will be used for general corporate purposes, including potential debt reduction. 

Andrei Dubovskov, President and Chief Executive Officer of Sistema, stated:

"Since we began examining options to monetize our stake in Detsky Mir, our goal has always been to ensure that shareholders continue to benefit from Detsky Mir's strong financial and operational performance. Based on feedback from investors and positive market sentiment, we believe that by increasing the free float of Detsky Mir, we can attract more investors to the Company and enhance liquidity, which benefits all shareholders. As Sistema will remain a significant shareholder, we feel this transaction benefits and further aligns the interests of all key stakeholders. Funds from the transaction will allow Sistema to continue deleveraging and support our investment activities."

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For further information, please visit www.sistema.com or contact:

Sistema PJSFC is a publicly-traded diversified Russian holding company serving over 150 million customers in the sectors of telecommunications, high technology, financial services, retail, paper and packaging, agriculture, real estate, tourism and medical services. The company was founded in 1993. Revenue in 2018 was RUB 777.4 bn; total assets equalled RUB 1.1 trn as of 31 December 2018. Sistema's global depositary receipts are listed under the "SSA" ticker on the London Stock Exchange. Sistema's ordinary shares are listed under the "AFKS" ticker on the Moscow Exchange. Website: www.sistema.com.

Detsky Mir Group is a multi-format retailer and Russia's largest specialized children's goods retailer. The Group comprises the Detsky Mir retail chain, ELC (Early Learning Centre in Russia) and the ABC retail chains, as well as the Zoozavr pet supplies retail chain.  The company operates a network of 710 Detsky Mir stores located in 266 cities in Russia, Kazakhstan and Belarus, as well as 48 ELC and 14 ABC stores as of 30 September 2019. The Zoozavr retail chain comprises eight stores. Total selling space was approximately 794,000 square meters.

Important Notice:

The information contained herein has been provided solely for use for this announcement. By reading this announcement, you agree to be bound by the limitations set out below. This announcement do not constitute or form part of, and should not be construed as, an offer, solicitation or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities of any entity, nor shall any part of it nor the fact of its distribution form part of, or be relied on in connection with, any contract or investment decision relating thereto.

Certain statements in this announcement are not historical facts and are forward looking statements. Forward looking statements include statements concerning the Russia-China Investment Fund, Sistema PJSFC (collectively, the "Selling Shareholders") or PJSC "Detsky mir" (the "Company"), their plans, expectations, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, competitive strengths and weaknesses, financial position and future operations and development, the Company's or the Selling Shareholders business strategy and the trends the Company or the Selling Shareholders anticipate in the industries and the political and legal environment in which the Company or the Selling Shareholders operate and any other information that is not historical information. By their very nature, forward looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that the predictions, forecasts, projections and other forward looking statements will not be achieved. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward looking statements. Neither the Company nor the Selling Shareholders intend, and assume any obligation, to update any forward looking statement contained herein.

No reliance may be placed for any purpose whatsoever on the information contained in this document or on its completeness. No representation or warranty, express or implied, is given by or on behalf of the Company, the Selling Shareholders or any of their respective directors, officers or employees or any other person as to the accuracy or completeness of the information contained in this document and no liability whatsoever is accepted by the Company, the Selling Shareholders or their respective affiliates, advisors, agents, directors, officers or employees nor any other person for any loss howsoever arising, directly or indirectly, from any errors or omissions of information or use of such information or otherwise arising in connection therewith.

This document and the information contained herein is for information purposes only and does not constitute or form part of any offer of, or the solicitation of an offer to acquire or dispose of securities in the United States, Canada, Australia or Japan or in any other jurisdiction in which such an offer or solicitation is unlawful. The securities referred to herein (the "Shares") have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act"), or under the applicable securities laws of any state or other jurisdiction of the United States, Canada, Australia or Japan. The Shares may not be offered or sold in the United States unless registered under the Securities Act or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and the securities laws of any relevant state or other jurisdiction of the United States. There will be no public offering of the Shares in the United States.

This document and any offer of securities to which it relates are only addressed to and directed at (1) in any Member State of the European Economic Area, persons who are "qualified investors" as defined in Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"); and (2) in the United Kingdom, persons who (i) have professional experience in matters relating to investments who fall within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"); (ii) fall within Article 49(2)(a) to (d) of the Order; or (iii) are persons to whom an offer of the Shares may otherwise lawfully be made (all such persons referred to in (1) and (2) together being referred to as the "Relevant Persons"). The information regarding the offering set out in this document must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

This document is not an offer or an invitation to make offers or an advertisement of securities in the Russian Federation.