News

RUSSIAN AQUACULTURE ANNOUNCES COMPLETION OF PRE-EMPTIVE RIGHTS PERIOD AND START OF OTC BOOKBUILDING
22.11.2017

Moscow, 22 November 2017. Russian Aquaculture (“Russian Aquaculture” or “the Company"), Russia’s largest aquaculture company, announces the completion of the pre-emptive rights period and the start of the over-the-counter bookbuilding process as part of its secondary public offering (the “Offering”) of new ordinary shares of the Company (the “Shares”). Previously, the Company announced its intention to conduct the Offering and set the price range. 

HIGHLIGHTS

  • A number of the Company’s shareholders have announced they will exercise their pre-emptive right to purchase shares. Once the Board of Directors has determined the Offering price, shareholders will have five working days to pay for the Shares. Shares that have not been paid for will be offered under open subscription.
  • In accordance with practice for share placements, the Company will now begin to accept over-the-counter orders. Orders to purchase the Company’s Shares over-the-counter may be submitted from 12:00 Moscow time on 22 November 2017 until 14:00 Moscow time on 29 November 2017. The bookbuilding will be carried out by the joint global coordinators.
  • Upon completion of the over-the-counter bookbuilding process, the Board of Directors will determine the Offering price, after which the timeline will be set for accepting orders for the on-exchange bookbuilding and the timeline for the placement of the shares.
  • The Offering is expected to be completed by the middle of December 2017.
  • The price range for the Offering has been set at between RUB 110 and RUB 140 per Share. 
  • The Company expects to raise up to RUB 2 billion during the Offering, selling between 14 million and 18 million shares that are part of the new share issue that has been registered with the Central Bank of Russia.
  • Funds from the Offering will be used by the Company for general corporate needs and for implementation of the Company’s investment programme under its strategy aimed at creating Russia’s leading aquaculture company. 
  • As a result of the Offering, the Company’s free float is expected to increase to as much as 23% of its total share capital (under the conditions of the current Offering).
  • Otkritie Bank and Gazprombank are acting as the joint global coordinators and bookrunners for the Offering. Otkritie Bank is also acting as the broker for the Offering.

ABOUT RUSSIAN AQUACULTURE

Russian Aquaculture is one of the leaders in the production of Atlantic salmon and trout in Russia. Development of aquaculture is one of the Company’s strategic priorities.

The Company’s core business areas are:

  • Commercial farming of Atlantic Salmon in the Barents Sea in the Murmansk region
  • Commercial farming of trout in the lakes of the Republic of Karelia 
  • Production of smolt at the Company’s facilities in Norway

The Company’s long-term development strategy aims to make it the largest player in Russia’s aquaculture segment, including production of own fry and primary processing of the Company’s own products.

OPERATING AND FINANCIAL INDICATORS

RUB mln

1H 2017

1H 2016

Change

LTM

Sales volumes, tonnes

6,936.3

833.1

8.3х

13,417.6

Revenue

3,343.4

295.8

11.3х

6,650.0

Operating profit

1,651.2

13.8

119.5х

3,332.2

Operating EBIT

1,363.1

-88.0

-

2,828.4

EBIT/kg

196.5

-

-

210.8

Operating EBITDA

1,516.0

-55.0

-

3,092.7

Net profit from continuing operations

57.7

-88.0

-

2,783.8

Source: Company IFRS financial statements for 1H 2017, management accounts

Russian Aquaculture’s investor presentation is available on the Company’s website:  

http://russaquaculture.ru/en/shareholders-and-investors/reports-and-publications/presentations/  

Contacts for media

Moscow

Denis Denisov

Mobile: +7-985-410-3544

denisov@em-comms.com

Irina Logutenkova

Mobile: +7-910-438-4843

logutenkova@em-comms.com

Moscow/London

Tom Blackwell

Mobile: +7-919-102-9064, +44-7432-680606

blackwell@em-comms.com

London

Maria Levitov

Mobile: +44 7553 092 429

levitov@em-comms.com

This document (the “Document”) has been prepared for the purpose of the proposed open subscription offering of securities of PJSC Russian Aquaculture, OGRN 1079847122332, INN 7816430057 (also the “Company”) in the form of thirty-two million, seven hundred sixty-nine thousand, two hundred twenty-three (32,769,223) newly issued uncertificated registered ordinary shares with a par value of one hundred roubles (RUB 100) each, state registration number 1-01-04461-D of 05 October 2017 (also the “shares”, “securities”, “securities of PJSC Russian Aquaculture”).

This Document is published for information purposes, solely and only in connection with the potential future offering of the securities of PJSC Russian Aquaculture. 

This Document is not a prospectus, a resolution to issue securities, an offer to buy securities or any assets or to subscribe to securities or to sell the securities or any assets, is not a public offer or invitation to make offers, is not an advertisement of securities, guarantee or promise to sell securities or any assets or to offer securities or enter into any agreement, and should not be interpreted as such. 

This Document must not be treated as and is not a recommendation to acquire securities of PJSC Russian Aquaculture or any other securities or assets mentioned herein. 

This Document is not intended to serve as a basis for making any investment decisions. 

The information contained in this Document may change considerably. This Document does not provide exhaustive information about PJSC Russian Aquaculture required for examining the Company, making any conclusions or investment decisions. 

PJSC Russian Aquaculture and lead managers reserve the right to change, at any time and to any extent, any information in this Document without giving reasons or notice. 

By serving this Document, neither the lead managers, nor PJSC Russian Aquaculture accept any responsibility, including responsibility for changing or updating this Document or correcting any inaccuracies found therein. Transfer, distribution or publication of this Document does not in any manner oblige the lead managers or PJSC Russian Aquaculture to affect any transactions. No information provided or mentioned in this Document gives rise to any contractual obligations.

No information about any plans and any future events contained in this Document is definite; it may differ significantly from facts and events, which will actually occur in the future. Any recipient of this Document shall use the information contained herein at their own discretion and risk.

Recipients of this Document shall be aware that it does not contain any representations or warranties or assurances or obligations with regard to future events and facts, and any actual future results, events and facts may differ materially from the information presented herein. Consequently, neither the lead managers and PJSC Russian Aquaculture nor their affiliates, employees, officers, representatives, agents, advisors or consultants provide (or will provide in the future) any representations, warranties, assurances or obligations with regard to the occurrence, accuracy, feasibility or attainability of such plans or any future events or facts. 

Neither the lead managers nor PJSC Russian Aquaculture and its affiliates, employees, officers, representatives, agents, advisors or consultants shall bear any liability for any losses, direct or indirect, arising as a result of the use of this Document or information contained herein, or for any faults or omissions contained herein.  

Neither PJSC Russian Aquaculture nor its shares have been registered or otherwise approved for issuance in jurisdictions other than the Russian Federation, and investors need to independently verify that these shares and their eligibility to buy such shares comply with the applicable laws of the jurisdictions of their incorporation and/or operations. 

INFORMATION CONTAINED HEREIN IS NOT INTENDED FOR PUBLICATION OR DISTRIBUTION, DIRECT OR INDIRECT, IN THE USA, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTIONS WHERE THE OFFERING OR SALE OF SECURITIES IS PROHIBITED BY APPLICABLE LAWS. INFORMATION CONTAINED HEREIN MAY ONLY BE USED FOR INFORMATIONAL PURPOSES. IT IS NOT AND SHALL NOT BE TREATED AS THE OFFERING OF SECURITIES IN THE USA, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION. 

NO SECURITIES OF PJSC RUSSIAN AQUACULTURE HAVE BEEN OR WILL BE REGISTERED IN ACCORDANCE WITH THE UNITED STATES SECURITIES ACT OF 1933 (AS AMENDED) (THE “SECURITIES ACT”) OR IN ACCORDANCE WITH THE LAWS OF ANY STATE, AND THEY MAY NOT BE OFFERED OR SOLD IN THE USA. 

THE OFFERING OF SECURITIES HAS NOT AND WILL NOT BE REGISTERED IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF AUSTRALIA, CANADA OR JAPAN.

In the United Kingdom, this Document is only intended for and addressed to (i) persons who are investment professionals as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (ii) high net worth companies and other persons that have the legal right to such information in accordance with Article 49(2)(a)-(d) of the Order, (iii) certified high net worth individuals, certified sophisticated investors or self-certified sophisticated investors pursuant to Articles 48, 50 and 50А, respectively, of the Order; and (iv) persons that are otherwise legally entitled to receive this Document (all such persons indicated in items (i), (ii), (iii) and (iv) shall be jointly referred to as the “relevant persons”). Any securities hereunder will only be available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will only be sent to or signed with, the relevant persons. A person other than a relevant person shall not act or rely on this Document or any of its contents. 

In any European Economic Area member state that has implemented Directive 2003/71/EC (including the Directive and amendments thereto to the extent they are implemented in the relevant member state – the “Prospectus Directive”), this Document is only intended for and communicated to qualified investors in that member state as defined in the Prospectus Directive, and other persons that have the legal right to receive this Document. No person other than a relevant person or a qualified investor may act or rely on this Document or any of its contents.

In some jurisdictions, the publication of this Document or any information contained herein may be restricted by the law or applicable regulations or prohibited altogether. This Document is not intended for communication to persons from jurisdictions where this Document, any information contained herein, its communication or receipt may be deemed unlawful. Recipients of this Document shall be deemed aware of the requirement to comply with the applicable restrictions and conditions.