THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE RELEASE.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

27 April 2018

Raven Russia Limited ('Raven Russia' or 'the Company')

2017 Annual Report, Notice of Annual General Meeting and amendments to the Company's articles of incorporation ('the Articles')

Proposed Purchase of 1 in every 17 Ordinary Shares of 1p each in the Company ('Ordinary Shares') at 52p per share by way of a tender offer ('the Tender Offer')

On 12 March 2018, the Board of Raven Russia announced in its results for the year ended 31 December 2017, that the Company intended to offer to purchase 1 in every 17 Ordinary Shares by way of a tender offer at a price of 52p per share.The Tender Offer will also present tendering shareholders with an opportunity to sell more than their pro rataentitlement (up to their entire holding of Ordinary Shares) to the extent that other shareholders tender less than their pro rataentitlement. In such case, surplus tenders will be accepted in proportion to the number of additional Ordinary Shares tendered so that the total number of Ordinary Shares purchased does not exceed 38,857,185 (assuming no valid exercise of the Company's warrants or conversion of the Company's cumulative convertible redeemable preference shares of no par value ('Convertible Preference Shares')in the period). If the maximum number of 38,857,185 Ordinary Shares is acquired (assuming no valid exercise of the Company's warrants or conversion of the Company's Convertible Preference Shares in the period), this will result in an amount of £20.2 million being paid by the Company to its shareholders. It is intended that the Ordinary Shares purchased under the Tender Offer will be cancelled and not available for re-issue.

The Tender Offer is open to all holders of Ordinary Shares on the Company's register at 6.00 p.m. on Wednesday 30 May 2018, who may participate by tendering all or a proportion of their pro rataentitlement of Ordinary Shares at 1 for 17 at 52p per share. No Ordinary Shares will be purchased in relation to the Tender Offer unless the relevant resolution to be proposed at the Annual General Meeting is passed.

Raven Russia notes the recent announcement by Aviva plc of its ability to cancel certain irredeemable shares it had issued at or close to par value through a reduction of capital, and the resulting interest from the UK Financial Conduct Authority and a number of institutional investors. The Company has taken its own legal advice on the matter. In light of that advice, the Board considers it appropriate to put to shareholders at the Annual General Meeting proposed amendments to the Articles that would provide that a reduction of capital of the Company's cumulative redeemable preference shares of 1p each ('Preference Shares') or Convertible Preference Shares (which, in effect, could implement a cancellation of such shares at a significant discount to their market price) should require the specific class consent of the relevant class of shares. The amendments will also require the class consent of the holders of Preference Shares (in so far as they relate to the rights attaching to the Preference Shares) and the holders of Convertible Preference Shares (in so far as they relate to the rights attaching to the Convertible Preference Shares).

The Company is also seeking shareholder approval at the Annual General Meeting to change its name to Raven Property Group Limited.

Raven Russia announces that it will be posting to shareholders today a circular containing full details of the Tender Offer, the 2017 Annual Report and a notice of the Annual General Meeting convened for 10.00 a.m. on Thursday 31 May 2018. Circulars convening class meetings of the preference shareholders and convertible preference shareholders (in respect of the proposed amendments to the Articles) at 11.00 a.m. and 11.15 a.m., respectively, on Thursday 31 May 2018 will also be posted to preference shareholders and convertible preference shareholders today.

Copies of the circulars, the tender offer forms, the 2017 Annual Report and the forms of proxy will be submitted to the National Storage Mechanism and will shortly be available for inspection athttp://www.morningstar.co.uk/uk/nsmIn addition, the circulars and 2017 Annual Report will be available on the Raven Russia website (www.ravenrussia.com) and each of the documents may also be obtained from the Company Secretary.

The Company is considering secondary listings of its securities on the Johannesburg and Moscow exchanges and will update the market as these progress.

Enquiries

Raven Russia Limited Tel: + 44 (0) 1481 712955

Anton Bilton

Glyn Hirsch

Novella Communications Tel: +44 (0) 203 151 7008

Tim Robertson

Toby Andrews

N+1 Singer Tel: +44 (0) 20 7496 3000

Corporate Finance - James Maxwell / Liz Yong

Sales - Alan Geeves / James Waterlow

Numis Securities Limited Tel: + 44 (0) 207 260 1000

Alex Ham / Jamie Loughborough / Alasdair Abram

Ravenscroft Tel: + 44 (0) 1481 729100

Jade Cook

About Raven Russia

Raven Russia was founded in 2005 to invest in class A warehouse complexes in Russia and lease to Russian and International tenants. Its Ordinary Shares, Preference Shares and Warrants are listed on the Main Market of the London Stock Exchange and admitted to the Official List of the UK Listing Authority and the Official List of The International Stock Exchange ('TISE'). Its Convertible Preference Shares are admitted to the Official List of TISE and to trading on the SETSqx market of the London Stock Exchange. The Group operates out of offices in Guernsey, Moscow and Cyprus and has an investment portfolio of circa 1.8 million square metres of Grade 'A' warehouses in Moscow, St Petersburg, Rostov-on-Don and Novosibirsk and 49,000 square metres of commercial office space in St Petersburg. For further information visit the Company's website:www.ravenrussia.com

Attachments

  • Original document
  • Permalink

Disclaimer

Raven Russia Ltd. published this content on 27 April 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 27 April 2018 06:09:19 UTC