Fix Price Group Ltd. (FIXP)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
Neither this announcement, nor anything contained herein, nor anything contained in the Registration Document referred to herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any securities referred to in this announcement or the Registration Document except on the basis of information contained in a prospectus in its final form (the "Prospectus") that may be published by Fix Price Group Ltd (the "Company", and together with its subsidiaries and subsidiary undertakings, the "Group" or "Fix Price") in due course in connection with the possible admission of global depositary receipts representing its ordinary shares to the standard listing segment of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the main market of London Stock Exchange plc (the "London Stock Exchange"). A copy of any Prospectus published by the Company will, if published, be available for inspection from the Company's registered office at Commerce House, Wickhams Cay I, P.O. Box 3140, Road Town, Tortola, VG1110, British Virgin Islands and on the Company's website at https://ir.fix-price.com/.
15 February 2021
UK Financial Conduct Authority approves Registration Document
Further to its announcement earlier today relating to a potential initial public offering (the "Offer"), Fix Price, one of the leading variety value retailers globally and the largest in Russia, confirms that the registration document relating to the Company (the "Registration Document") has received approval from the FCA and has now been published on the Company's website at https://ir.fix-price.com/, subject to certain access restrictions.
A copy of the Registration Document has also been submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
EM (communications advisor to Fix Price)
Denis Denisov Peter Morley Dmitry Zhadan
+7 985 410 3544 +43 676 684 5252 +7 916 770 8909
About the Company
One of the leading variety value retailers globally, and the largest in Russia, Fix Price has helped its customers save money every day since 2007. Fix Price offers a unique and constantly refreshed assortment of non-food, drogerie and food products at low fixed price points.
Today there are more than 4,200 Fix Price stores in Russia and neighbouring countries, all of them stocking approximately 1,800 SKUs across around 20 product categories. As well as its own private brands, Fix Price sells products from leading global brands and smaller local suppliers.
In 2020, the Company recorded revenue of RUB 190.1 billion, Adjusted EBITDA of RUB 36.8 billion and net profit of RUB 17.6 billion, in accordance with IFRS.
Important legal information
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.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for, or otherwise invest in, securities to any person in the United States, Australia, Canada, Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein 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. The possible offer and sale of securities referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. Subject to certain exceptions, the securities referred to herein 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. There will be no public offer of the securities referred to herein in the United States, Australia, Canada, Japan, or elsewhere.
In any member state of the European Economic Area, this announcement and any offer if made subsequently is, and will be, directed only at persons who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 and amendments thereto.
In the United Kingdom, this announcement is only being distributed to and is directed at "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129, as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, (a) having professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act (Financial Promotion) Order 2005, as amended (the "Order"); (b) who are high net worth entities described in Article 49(2) (a) to (d) of the Order; or (c) other persons to whom they may lawfully be communicated (all such persons together being referred to as "Relevant Persons"). Any investment or investment activity to which this announcement relates will only be available to and will only be engaged in with Relevant Persons. Any person who is not a Relevant Person should not act or rely on this announcement or any of its contents.
Information contained herein is not a public offer or advertisement of securities referred to herein in the Russian Federation, and is not an offer to sell, or an invitation to make offers to purchase, any securities in the Russian Federation. Neither the securities referred to herein nor any prospectus or other document relating to them have been, or are intended to be, registered with the Bank of Russia. Therefore, "public placement" of the securities mentioned herein in the Russian Federation is prohibited. In addition, before the admission of the securities to trading on the Moscow Exchange, in respect of the timing of which no assurance can be given, the securities referred to herein may not be offered, sold or delivered in the Russian Federation or to or for the benefit of any persons (including legal entities) resident, incorporated, established or having their usual residence in the Russian Federation or to any person located within the territory of the Russian Federation except as may be permitted by Russian law.
This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made.
Each of the Company, Citigroup Global Markets Limited ("Citigroup"), J.P. Morgan Securities plc ("J.P. Morgan"), Merrill Lynch International ("BofA Securities"), Morgan Stanley & Co. International plc ("Morgan Stanley"), VTB Capital plc ("VTB Capital"), the Selling Shareholders and their respective affiliates as defined under Rule 501(b) of Regulation D of the Securities Act ("affiliates"), expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise, and the distribution of this announcement shall not be deemed to be any form of commitment on the part of the Selling Shareholders to proceed with the Offer or any transaction or arrangement referred to therein.
Any purchase of any securities in the possible Offer should be made solely on the basis of information contained in the Prospectus which may be issued by the Company in connection with the Offer. The information in this announcement is subject to change. Before purchasing any securities in the Offer, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus if published. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. Neither this announcement, nor anything contained in the Registration Document referred to herein, shall form the basis of or constitute any offer or invitation to sell or issue, or any solicitation of any offer to purchase any securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor.
The Company may decide not to go ahead with the Offer and there is therefore no guarantee that Admission will occur. You should not base your financial decision on this announcement. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested.
Persons considering making investments should consult an authorised person specialising in advising on such investments. Neither this announcement, nor the Registration Document referred to herein, constitutes a recommendation concerning a possible offer. The value of securities can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of a possible offer for the person concerned.
None of BofA Securities, Citigroup, J.P. Morgan, Morgan Stanley, VTB Capital, the Selling Shareholders or any of their respective affiliates or any of their or their affiliates' directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or 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 the announcement or its contents or otherwise arising in connection therewith. Accordingly, each of BofA Securities, Citigroup, J.P. Morgan, Morgan Stanley, VTB Capital, the Selling Shareholders, and any of their respective affiliates and any of their or their affiliates' directors, officers, employees, advisers or agents 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 announcement, whether in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.
Each of BofA Securities, Citigroup, J.P. Morgan, Morgan Stanley and VTB Capital is acting exclusively for the Company and no-one else in connection with the possible Offer. They will not regard any other person as their respective clients in relation to the possible Offer 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 possible Offer, the contents of this announcement or any transaction, arrangement or other matter referred to herein. Each of BofA Securities, Citigroup, J.P. Morgan, Morgan Stanley and VTB Capital is authorised by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the Financial Conduct Authority in the United Kingdom.
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