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EMC announces indicative price range for IPO and planned listing on Moscow Exchange

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EquityStory.RS, LLC-News: United Medical Group CY PLC / Key word(s): IPO/Miscellaneous
07.07.2021 / 09:00 MSK
The issuer is solely responsible for the content of this announcement.

NEITHER THIS ANNOUNCEMENT NOR THE INFORMATION CONTAINED HEREIN IS FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR TO ANY PERSON IN ANY OF THOSE JURISDICTIONS OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE LAWS OF SUCH JURISDICTION.

 

EMC announces indicative price range for IPO and planned listing on Moscow Exchange

 

Nicosia, Cyprus, 7 July 2021 - United Medical Group CY PLC (the "Company", and together with its consolidated subsidiaries the "Group" or "EMC"), the leading multidisciplinary premium-class healthcare services provider in Russia operating under the European Medical Center brand, today announces the indicative price range for its initial public offering (the "Offering") and planned listing of global depositary receipts (the "GDRs") on Moscow Exchange.

 

The indicative price range in respect of the Offering has been set at between USD 12.5 to USD 14.0 per GDR. In the Offering, existing EMC shareholders will offer GDRs, each representing an ownership interest in one ordinary share of the Company. The indicative offering size amounts up to 40,000,000 GDRs. The implied equity value of United Medical Group CY PLC therefore amounts to USD 1.125 billion to USD 1.260 billion, based on the indicative price range.

 

The final price in respect of the Offering (the "Offering Price") will be determined following a bookbuilding process that commences today. The Offering Price is expected to be announced on or around 15 July 2021. The GDRs are expected to be admitted to trading in the "Level 1" part of the List of Securities Admitted to Trading on Moscow Exchange under the ticker GEMC on or about 15 July 2021. Subject to acceleration or extension of the timetable for the Offering, trading in the GDRs on an "as-if-and-when-issued" basis on Moscow Exchange is expected to commence on or about 15 July 2021.

 

Andrey Yanovsky, CEO of EMC, said:

 

"We are pleased with the positive response we have received from investors to EMC's announcement of its proposed IPO on Moscow Exchange. Investors appreciate the Company's sustainable profitability and strong growth prospects, as well as the long-term investment case for the Russian private healthcare market. This rapidly growing sector is currently under-represented in Russian capital markets, so EMC - which has the longest track record of successful operation of any Russian private healthcare operator - therefore offers an attractive opportunity for investors to participate in the future profitable growth of the Russian healthcare industry.

 

"Over more than 30 years we have created a uniquely high-quality and comprehensive customer offering, and built an efficient business that delivers attractive returns for shareholders. We have a clear understanding of the future development of the market for high-quality healthcare, and a strategy that will allow us to unleash the Company's growth potential and significantly increase shareholder value. The Company has recently completed a major investment programme, which we expect will support EMC's leading positions in terms of advanced medical technologies, qualified healthcare professionals and high-quality service for years to come. This will allow us to focus on growing our market share, as well as increasing operational efficiency and returns for both current and future shareholders."

 

Offering Highlights

 

 

Overview

 

 

Investment Highlights

 

EMC benefits from a combination of competitive advantages that it believes have contributed to its success and will continue to support its competitive position and business strategy going forward. These competitive advantages include:

 

Leading position in the premium healthcare market

 

 

Emphasis on highest-quality medical care

 

 

A comprehensive service offering provided across the continuum of patient care

 

 

Unique business model driving exceptional operating and financial results

 

 

Strong and experienced management team

 

 

Clear growth strategy

 

EMC believes that the current state of the Russian public healthcare industry, with its insufficiently funded federal healthcare budget and existing service deficiencies in both inpatient and outpatient segments, including in the underpenetrated and underserved oncology sector, has created significant potential for expansion and market share gains for EMC. To achieve this, the Company plans to:

 

 

EMC believes that its commitment to a patient-centric business model will allow it to continue to maximise operating efficiencies and synergies between its core specialisations.

 

 

Media enquiries

EM (communications advisor to EMC)

Ekaterina Shatalova   Dmitry Zhadan

shatalova@em-comms.com                 zhadan@em-comms.com

+7 915 321 8579                                +7 916 770 8909

 

EMC

pr@emcmos.ru

 

This press release is an advertisement and not a prospectus and does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, any securities referred to herein (the "Securities") or rights to subscribe for the Securities to any person in Australia, Canada, Japan, the United States or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

The Securities may not be offered or sold in the United States absent registration under the US Securities Act of 1933, as amended (the "Securities Act") or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the Securities may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. The offer and sale of the Securities has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. There will be no public offer of the Securities in the United States.

This press release is being distributed to and directed at persons in member states of the European Economic Area ("EEA") who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 and amendments thereto (the "EU Prospectus Regulation") ("Qualified Investors"). In addition, in the United Kingdom, this press release is being distributed to and is directed only at persons who are "qualified investors", within the meaning of Article 2(e) of the EU Prospectus Regulation as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal Act) 2018 who are (i) persons who have professional experience in matters relating to investments who fall within the definition of "investment professionals" as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order or (iii) other persons to whom an invitation or inducement to engage in investment activity (within the meaning of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "Relevant Persons").

This communication does not constitute an offer of the securities referred to herein to the public in the United Kingdom and investment or investment activity, or controlled investment or controlled activity to which this communication relates will only be available to and will only be engaged with, Relevant Persons in the United Kingdom and Qualified Investors in any member state of the European Economic Area other than the United Kingdom. No person that is not a Relevant Person should or Qualified Investor may act or rely on this press release or any of its contents.

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Securities have been subject to a product approval process, which has determined that such Securities are: (i) compatible with an end target market of investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that: the price of the Securities may decline and investors could lose all or part of their investment; the Securities offer no guaranteed income and no capital protection; and an investment in the Securities is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Citigroup Global Markets Limited, J.P. Morgan AG and VTB Capital plc (together, the "Banks") will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Securities.

Each distributor is responsible for undertaking its own target market assessment in respect of the Securities and determining appropriate distribution channels.

These materials do not contain or constitute an offer, or an invitation to make offers, sell, purchase, exchange or transfer any Securities in the Russian Federation, and do not constitute an advertisement of any Securities, or any other kind of advertisement, in the Russian Federation. This communication does not constitute or form part of individual investment advice, investment consulting or personal recommendation (within the meaning of the federal legislation of the Russian Federation (including, without limitation, Federal Law dated April 22, 1996 No. 39-FZ "On the Securities Market", as amended)). The date of the admission of the Securities to trading on Moscow Exchange (the "Admission") may be influenced by factors such as market conditions. There is no guarantee that the Admission will occur, and you should not base your financial decisions on the intentions of United Medical Group CY PLC (the "Company") in relation to the Admission at this stage.

None of the Banks or the Selling Shareholders nor any of their respective affiliates, directors, officers, employees, advisers, agents or any other person, accepts any responsibility or liability whatsoever for the contents of, or makes any representations or warranties, express or implied, as to the accuracy, fairness or completeness of the information presented or contained in this press release (or whether any information has been omitted from this press release) or any other information relating to the Company, its subsidiaries and their associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this press release or its contents or otherwise arising in connection therewith. Accordingly, each of the Banks, the Selling Shareholders and their respective affiliates, directors, officers, employees, advisers, agents and any other person acting on any of their behalf expressly disclaims, to the fullest extent possible, any and all liability whatsoever for any loss howsoever arising from, or in reliance upon, the whole or any part of the contents of this press release, whether in tort, contract or otherwise which they might otherwise have in respect of this press release or its contents or otherwise arising in connection therewith.

Each Bank is acting exclusively for the Company and no one else in connection with the matters referred to in this press release, and will not regard any other person as their respective clients in relation to the matters referred to in this press release and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for providing advice in relation to the matters referred to in this press release, the contents of this press release or any transaction, arrangement or other matter referred to herein.

Certain statements in this communication are not historical facts and are "forward looking" within the meaning of Section 27A of the Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Forward looking statements include statements concerning our plans, expectations, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, our competitive strengths and weaknesses, financial position and future operations and development, our business strategy and the trends we anticipate in the industries and the political and legal environment in which we 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. We do not intend and we do not assume any obligation to update any forward looking statement contained herein.

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

Investors should not subscribe for or purchase any Securities referred to in this announcement except on the basis of information in the offering memorandum that may be published by the Company. The information in this announcement is subject to change. In no circumstances shall the provision of this announcement imply that no negative change may occur in the business of the Company after the date of provision of this announcement, or any date of amendment and/or addition thereto.

[1] According to EMC estimates, based on data for 2020.

[2] For EMC, calculated as profit for the period/year adjusted for income tax benefit, other income, net, (expense)/income on change in fair value of financial instruments, foreign exchange (loss)/gain, finance expense, and finance income, less construction revenue plus cost of construction, non-recurring expenses, depreciation of property plant and equipment (representing depreciation of property plant and equipment attributable to (a) Cost of medical services and products provided, (b) Selling expenses and (c) General and administrative expenses and amortisation of intangible assets (representing amortisation of intangible assets attributable to (a) Cost of medical services and products provided, (b) Selling expenses and (c) General and administrative expenses)) for the period.

[3] Estimated based on EMC's adjusted EBITDA for 2020 and the latest publicly available information from the Company's private healthcare Russian peers.

[4] According to EMC's estimates.

[5] Calculated as revenue excluding construction revenue.

[6] According to NEO Center.

[7] Including family members. The target population group consists of the affluent population (people with monthly incomes over RUB 500,000) and high-net-worth individuals (HNWIs) with net assets of over USD 1 mln including their primary residence. NEO Center estimates based on income distribution and population data as per Rosstat and Knight Frank's estimate of the share of HNWIs who derive their wealth from salaries.


07.07.2021 MSK Dissemination of a Corporate News, transmitted by EquityStory.RS, LLC - a company of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

The EquityStory.RS, LLC Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
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