EquityStory.RS, LLC-News: United Medical Group CY PLC / Key word(s): IPO
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 IPO price of USD 12.5 per GDR
Nicosia, Cyprus, 15 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 offer price for its initial public offering (the "Offering") at USD 12.5 per GDR (the "Offering Price").
Andrey Yanovsky, CEO of EMC, said:
"IPO is an important and logical step in the further development of the Company, which has been demonstrating progressive growth over the course of many years, has held leading positions in the market and has a recognisable trusted brand. The deal is also a milestone for the private healthcare market in Russia, as it is the first in the sector in nearly 10 years. We are pleased with the high level of interest that the investment community has shown in the IPO, as reflected in the timely completion of the bookbuilding process and the diversity of the book, which includes world-renowned institutional and retail investors.
"The increased demand on the part of investors, even taking into account the specifics of the business and the small number of public global peers, is recognition of the Company's strong performance, high degree of transparency and trust in the management team, as well as an indication of confidence in the Company's significant potential for future growth of the Company and the sector."
EM (communications advisor to EMC)
Ekaterina Shatalova Dmitry Zhadan
+7 915 321 8579 +7 916 770 8909
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.
In connection with the Offering, it is expected that stabilization arrangements will be put in place pursuant to which the VTB Capital plc (the "Stabilizing Manager") will, on behalf of the Underwriters, procure that one of its affiliates may purchase up to 6,000,0000 GDRs with a view to supporting the demand for the GDRs at a level higher than that which might otherwise prevail in the open market. Such purchases may occur during a period of 30 calendar days commencing today, July 15, 2021 (the "Stabilization Period"). The GDRs purchased in the course of stabilization, if any, will be repurchased by INS Holding Limited following the end of the Stabilization Period.
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.
 An indicative RUB equivalent based on the CBR rate for USD/RUB effective on 15 July 2021
 According to EMC estimates, based on data for 2020.
 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.
 Estimated based on EMC's adjusted EBITDA for 2020 and the latest publicly available information from the Company's private healthcare Russian peers.
 According to EMC's estimates.
 Calculated as revenue excluding construction revenue.
 According to NEO Center.
15.07.2021 MSK Dissemination of a Corporate News, transmitted by EquityStory.RS, LLC - a company of EQS Group AG.