Trader Media East Limited
International Offering Price Range
set at US$11.50 to US$14.50 per share
Amsterdam, The Netherlands -- January 23, 2006 (0700 GMT) Trader Media East Limited ("Trader Media East" or the "Company") today announces the start of the international offering (the "Offering") of up to 100% of its share capital in the form of global depositary receipts ("GDRs"). Trader Media East is an independent business, comprising former operations of Trader Classified Media N.V., focused on on-line and print classified advertising in Central and Eastern Europe.
Offering highlights
· Indicative price range of US$11.50 to US$14.50 per Trader Media East share implying, at the mid-point of the price range, a market capitalisation of approximately US$ 650 million.
· The Offering comprises the sale by Trader Classified Media of up to 50 million shares in Trader Media East in the form of GDRs. Each GDR represents one share of Trader Media East.
· Trader Classified Media will initially offer 43.5 million shares and has granted the managers of the Offering an over-allotment option of up to an additional 6.5 million shares. If the over-allotment option is exercised in full, Trader Classified Media will not retain any ownership interest in Trader Media East.
· Trader Media East intends to seek a listing of the GDRs on the main market of the London Stock Exchange (LSE: LSE.L - news) (ticker: TME.L). The Company will also apply for the GDRs to be eligible for trading in the PORTAL Market of the NASDAQ (Nasdaq: ^NDX - news) stock exchange.
· The bookbuilding and roadshow commence today in Frankfurt. Pricing of the Offering is expected during the week commencing 6 February 2006.
· Morgan Stanley (EUREX: DWDF.EX - news) has been appointed Global Co-Ordinator. Credit Suisse (NYSEArca: CSMA - news) is acting as Senior Co-Lead Manager and JPMorgan, ABN AMRO Rothschild and BNP PARIBAS (Other OTC: BNPQF.PK - news) are acting as Co-Lead Managers of the Offering.
Pierre-François Catté, Chief Executive Officer of Trader Media East, said:
"Trader Media East has a strong track record as a classified media business in the high growth markets of Central and Eastern Europe. Following flotation as an independent operator, we will focus on continued acceleration of organic growth through geographic extension, expanded vertical titles and development of our call centres. We also expect to complete targeted acquisitions in our key geographic markets and promote further on-line development."
Media ∓ Investor Relations Contact Information
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PARIS CICOMMUNICATION Contact: Stéphanie Gruter Tel: +33 1 47 23 90 48 E-mail: gruter@cicommunication.com |
LONDON Brunswick Group Contact: Patrick Handley / Kate Holgate Tel: +44 207 404 5959 E-mail: phandley@brunswickgroup.com |
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Other Contact Information |
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Morgan Stanley Contact: Dan Bailey 25 Cabot Square Canary Wharf London E14 4QA Tel: +44 207 425 8000 |
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These materials are not an offer for sale of the securities in the United States. The securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Trader Media East does not intend to register any portion of the offering in the United States or to conduct a public offering of the securities in the United States.
This communication is directed only at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "relevant persons"). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
Morgan Stanley ∓ Co. International Limited, Credit Suisse Securities (Europe (Chicago Options: ^REURUSD - news) ) Limited, JP Morgan Securities Ltd, ABN AMRO Bank N.V and NM, Rothschild ∓ Sons Limited (trading together as ABN AMRO Rothschild, an unincorporated equity capital markets joint venture) and BNP PARIBAS are acting exclusively for Trader Media East and no one else in connection with the offering. They will not regard any other person (whether or not a recipient of this announcement) as their respective clients and will not be responsible to anyone other than Trader Media East for providing the protections afforded to their respective clients nor for giving advice in relation to the offering, the contents of this announcement or any transaction or arrangement referred to herein.
The securities referred to herein have not been and will not be registered under the Federal Law of the Russian Federation "On the Securities Markets" (the "Securities Law"), as amended, and may not be offered or sold in the Russian Federation unless registered under the Securities Law.
Forward-Looking Statements:
Some of the statements in this document are forward-looking. Forward-looking statements include statements regarding the intent, belief and current expectations of Trader Media East or its officers with respect to various matters. When used in this document, the words "expects," "believes," "anticipates," "plans," "may," "will," "should" and similar expressions, and the negatives thereof, are intended to identify forward-looking statements. Such statements are not promises or guarantees, and are subject to risks and uncertainties that could cause actual outcome to differ materially from those suggested by any such statements. Those factors include, but are not limited to, risks or uncertainties described in our publicly filed documents.
These forward-looking statements speak only as of the date of this document. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any forward-looking statement is based.
Notes to Editors
Trader Media East Group
· Trader Media East was established in the fourth quarter of 2005 and comprises the Russian, Baltic, CIS (Taiwan OTC: 5864.TWO - news) and Eastern European operations of Trader Classified Media (the "Trader Media East Group").
· The Trader Media East Group publishes 235 print titles (as of September 30, 2005), and operates 13 websites, which attracted over 3.2 million unique monthly visitors in September 2005. In addition to generalist titles, the Trader Media East Group publishes specialist real estate, automotive and employment publications.
· Its (Euronext: ALITS.NX - news) publications and websites in Russia, Ukraine, Belarus, Kazakhstan, Hungary, Croatia, Poland and Lithuania serve as marketplaces where both private and professional sellers advertise items for sale and contact buyers.
· The Trader Media East Group has grown and diversified its business primarily by extending the geographic reach of its print and online brands, introducing new titles, making selective acquisitions and increasing penetration of existing markets by segmenting its content into specialized print publications and websites by product area.
· In the year ended 31 December 2004 the Trader Media East Group had revenues of $177.5m (2003: $136.7m) and operating profit of $55.3m (2003: $40.1m) (calculated in accordance with US GAAP).
· In the year ended 31 December 2004 Russia and CIS represented 67% of revenue, Hungary 28% and Croatia and Poland 5%.
· Trader Media East is incorporated in Jersey and is tax domiciled in The Netherlands.
Competitive Strengths
· Titles and brands that are leaders in their respective markets and attract a critical mass of local content. The Company's titles are widely recognised and attract the largest pool of potential buyers and sellers in their markets, so attracting the most content which in turn attracts further readership.
· Operations in fast growing economies with rapidly expanding advertising markets. In Russia, the Company's largest market, total advertising expenditure (including online) is forecast to grow at an annual rate of 30.3% between 2004 and 2007.
· Diversified business with a scalable business model which can be expanded rapidly into new regions or to cover new products. The Company derives revenue from a variety of sources. The Trader Media East Group has well established generalist print titles and websites that it has segmented into vertical specialist titles both on and off line focusing on the real estate, automotive and employment sectors.
· Steady growth in revenue and cash generation. The Company increased revenues at a compound annual growth rate of 28.4% per year over the 3 years to 31 December 2004.
· Strong brand recognition and extensive print content make Trader Media East well positioned to exploit new online opportunities. The Company expects to use its leading position in print classified advertising publications to establish a comparable position on the Internet, developing new sources of revenues.
· An experienced management team and a flexible operating structure.
Strategy
Trader Media East's goal is to be the premier print and online marketplace for transactions between buyers and sellers in each of its local and regional markets.
The Company's strategy is to:
· Expand its geographic reach with new titles, acquisitions and franchising opportunities.
· Expand existing generalist titles vertically (by segmenting them into specialist publications)and make acquisitions in order to move into new market segments and increase market share.
· Develop and incentivise its field and call centre-based classified advertising sales professionals responsible for deepening customer relationships and driving revenue growth.
· Develop its online business through strategic partnerships and improvements to its websites while increasing revenues.
· Assist local management in initiating and developing best operating practices.
Management Team
Pierre-Francois Catté: Chief Executive Officer
Mr. Catté has been acting CEO of Trader Media East since August 2005 and a member of its Board of Directors since November (Stuttgart: A0Z24E - news) 2005. Prior to this, Mr. Catté was Senior Vice President of Operations of Polycom (Berlin: PLY.BE - news) , a world leader in integration of voice, video and data over the Internet. He has also spent 20 years with Hewlett Packard (NYSE: HPQ - news) (the last 10 in the United States) running large companies acquired by Hewlett Packard. Mr. Catté has extensive experience in technology marketing. He received an MBA from EM Lyon.
Paul Guest: Chief Financial Officer
Mr. Guest joined Trader Classified Media in February 2000 as Vice President Operations and Finance. Prior to this Mr. Guest was European Vice President Finance with Vanenburg (1998-2000) and with Tandem Computers (1993-1998). He has also held senior finance management positions with Digital Equipment. Mr. Guest qualified as a Chartered Accountant in the UK.
Leonid Makaron: General Manager of Russia, Baltics and CIS
Leonid Makaron founded Trader Classified Media's Russian business in 1991 prior to which he served in the armed forces of the former Soviet Union. Mr. Makaron is a graduate of the Harvard Business School (OPM 30) and a faculty chair of advertising of the Moscow State University of Publication. He has also earned a PhD in Philosophy from the Moscow Institute of Culture. He is a member of the Industrial Committee on Mass Media and recently became President of the Russian Guild of Publishers of Intermittent Publication.
Zsolt Szokolay: General Manager of Hungary
Mr. Szokolay joined Trader Classified Media's Hungarian business in 1999 and is a graduate of the University of Economics in Budapest where he also studied management studies as a post graduate. He has 18 years of general management experience mainly in a multinational environment.
Anna Podkowinska: General Manager of Poland
Ms. Podkowinska joined Trader Classified Media's Polish business in 2000 and has been General Manager of its Polish business since 2004. Previously, she had four years of managerial experience in operations and human resources at PepsiCo Poland. She (SNP: ^SHEY - news) has a BA from the Warsaw School of Psychology and an MA from the Warsaw School of Economics and is currently completing her MBA from the University of Illinois.
Gordan Putanec: General Manager of Croatia
Mr. Putanec has 14 years of experience in professional management positions, most recently as a Commercial Manager at GlaxoSmithKline (Other OTC: GLAXF.PK - news) . He joined Trader Classified Media in 2005 as General Manager of its Croatian business. He has a BSc. in Electrical Engineering and studied Management at the University of Zagreb as a post graduate.
Rhonda Friesen: General Counsel
Ms. Friesen joined Trader Classified Media in 2004 after working at the law firm Borden Ladner Gervais from 1998 to 2003 in Canada and as a marketing coordinator and management consultant at Testa,Hurwitz ∓ Thibeault until 2004 in the United States. She has a law degree from the Université de Montreal and the Quebec Bar Association School and is member of the Quebec Bar. Ms. Friesen is fluent in French and English.
Andrei Belyi: Business Development and Investor Relations
Mr. Belyi joined Trader Media East in January 2006 as head of business development and investor relations. Mr. Belyi was a consultant to John Fairfax, an Australian newspaper group from 2004 to 2005. He also has eight years of combined experience in strategy consulting with Bain ∓ Co. and in investment banking with Morgan Stanley and Credit Suisse. Mr. Belyi holds an MBA from Tuck School of Business at Dartmouth College.
Pieter Eduard Hamming: Director and Chairman
Mr. Hamming was appointed Chairman of the Board of Directors of the Company in January 2006. Currently an advisor to the board of management, he was a member of the board of Vendex KBB from 1991 to 2005, and was chairman from 2000. He started his career in 1973 as manager at D.Ven, a food wholesaler in Amsterdam, thereafter working in several management capacities at B¨uhrmann-Tettrode in The Netherlands, France and Belgium, HIJ Herenmode (now WE International) and Wehkamp (Great Universal Stores), where he was Deputy General Manager. He sits on the board of several Dutch associations, including SVM Pact, the Dutch Retail Trade Platform, the National Crime Control Platform and the Dutch Retail Council. Mr. Hamming studied business economics at the University of Amsterdam.
The summary combined financial information set forth below shows the historical combined financial information as of December 31, 2002, 2003 and 2004 and for the years then ended, and as of September 30, 2004 and 2005 and for the nine-month periods then ended.
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(All figures prepared in accordance with US GAAP) |
Year ended December 31, |
Nine months ended September 30, |
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2002 |
2003 |
2004 |
2004 |
2005 |
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(audited) |
(audited) |
(audited) |
(unaudited) |
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(millions of $) |
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Revenues........................................... |
$107.6 |
$136.7 |
$177.5 |
$125.8 |
$146.4 |
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Operating costs and expenses...... |
(66.1) |
(96.6) |
(122.2) |
(87.5) |
(101.3) |
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Operating profit.................................. |
41.5 |
40.1 |
55.3 |
38.3 |
45.1 |
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Income before minority.................... |
28.2 |
29.3 |
36.6 |
24.8 |
29.0 |
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Minority Interest................................. |
(4.2) |
(5.4) |
(7.0) |
(4.8) |
(5.7) |
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Net Income......................................... |
$24.0 |
$23.9 |
$29.6 |
$20.0 |
$23.3 |


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