R.G.I. International Limited : Mandatory cash offer by Direct Finance LLC for R.G.I. International Limited

MANDATORY CASH OFFER by Direct Finance LLC for

R.G.I. International Limited

Direct Finance LLC ("Direct Finance"), which following the Initial Acquisition (defined below) is together with its Concert Parties interested in approximately 64.34 per cent. of the issued share capital of R.G.I. International Limited ("RGI"), announces an unconditional mandatory cash offer of US $2.10 per RGI Share for the entire issued and to be issued share capital of RGI, other than those RGI Shares already owned by Direct Finance or its Concert Parties (the "Offer"). An Independent Committee of the RGI Board is reviewing the Offer and is expected to announce the position of the Independent Committee on behalf of the RGI Board with respect to the Offer in the near future.

The Offer by Direct Finance is being made at a price of US$2.10 in cash for each RGI Share, and thus values the entire issued ordinary share capital of RGI at US$339.75 million, and represents a premium of approximately 2.44 per cent. to the Closing Price of US$2.05 per RGI Share on 3 January 2013 (being the last Business Day before this announcement).

Direct Finance and, its Concert Party, AMG Group Limited ("AMG") have purchased the entire shareholding of D.E.S. Commercial Holdings Limited ("DES") in RGI, at a price of US$2.10 per share through an off-market transaction this afternoon. Direct Finance purchased 37,000,000 RGI Shares, representing approximately 22.87 per cent. of the issued share capital of RGI, and AMG purchased 28,063,393 RGI Shares, representing approximately 17.35 per cent. of the issued share capital of RGI (together, the "Initial Acquisition").

Pursuant to a structured finance transaction entered into by Globex (as defined below) and Synergy Classic Limited ("Synergy") in July 2010, Globex holds an equitable mortgage over all of the shares in the capital of Synergy itself and, through an escrow arrangement, holds the functional equivalent of a security interest over all of the
36,010,000 RGI Shares held by Synergy (being approximately 22.26 per cent. of the issued share capital of RGI). Accordingly, the Independent Committee has deemed
Synergy, and by extension its beneficial owner, Petr Shura, to also be Concert Parties
of Direct Finance and AMG.

As a result of the Initial Acquisition, notwithstanding that the Code does not apply to RGI, RGI's Articles in the circumstances require that the Offer be made in conformity with Rule 9 of the Code.

Direct Finance, a Russian limited liability company, is a special-purpose acquisition vehicle that is a wholly-owned subsidiary of Closed Mutual Fund for Long-term Direct Investments "Bazis" (the "Fund"). Closed Joint-Stock Commercial Bank "Globex" ("Globex") currently owns and intends to hold for the foreseeable future 100% of the
units issued by the Fund, which gives it effective control over the Fund. Globex is accordingly a Concert Party of Direct Finance and AMG.

AMG is a British Virgin Islands company that is wholly owned by Maxim Sterlyagov. Mr. Sterlyagov is a former Head of Real Estate Asset Management at Morgan Stanley, Russia with significant experience in Russian real property investments. AMG has financed its acquisition of RGI Shares from DES through a commercial bank loan from the Bank of Cyprus. AMG is not affiliated with or otherwise under the control of Globex and there are no voting arrangements or similar agreements in force between AMG and Direct Finance or Globex; however, Mr. Sterlyagov and Globex have cooperated with respect to the Initial Acquisition.

Neither Direct Finance nor any of its Concert Parties has received any irrevocable undertakings to accept the Offer. Direct Finance has received irrevocable undertakings not to accept the Offer from Synergy and from other companies controlled by Mr. Shura holding in aggregate 39,038,000 RGI Shares, representing approximately 24.13 per cent. of the issued share capital of RGI; as well as from Sutton Holdings Limited, in respect of 3,652,523 RGI Shares, representing approximately 2.26 per cent. of the issued share capital of RGI (together the "Negative Irrevocable Undertakings").

Accordingly, as at the date of this announcement, Direct Finance together with its Concert Parties is interested in 104,101,393 RGI Shares, representing in aggregate approximately 64.34 per cent. of the issued share capital of RGI. Therefore, the Offer will be unconditional at the outset. As a result, Direct Finance will be entitled to close the Offer as early as the 21st day after the date of publication of the Offer Document.

Direct Finance will purchase all RGI Shares from any RGI Shareholder (other than from the Concert Parties or from an RGI Shareholder who has provided a Negative Irrevocable Undertaking) who submits a valid acceptance to the Offer. Direct Finance will fund the cash consideration for the Offer from its own cash resources which are to be made available to it by Globex. KPMG LLP, in its capacity as financial adviser to Direct Finance, is satisfied that the necessary financial resources are available to Direct Finance to enable it to satisfy in full the consideration payable by Direct Finance as a result of full acceptance of the Offer.

The Connected Directors (being Jacob Kriesler, Boris Kuzinez, Emmanuel Kuzinez and Yuriy Borisenko), Pavel Altukhov and Yoram Evan are not participating in the consideration of the Offer. The Independent Committee, in consultation with the financial and legal advisers of RGI, is considering the Offer on behalf of the RGI Board and is expected to announce its position with respect to the Offer as soon as practicable.

As Direct Finance together with its Concert Parties are interested in more than 50 per cent. of the issued share capital of RGI, the Offer will be wholly unconditional from the outset.
The Offer will initially be open for acceptance until no earlier than 1.00 pm (London time) on the 21st day after the date of publication of the Offer Document or, if that day is not a Business Day, the next following Business Day.
The Offer Document will set out the intentions of Direct Finance and its Concert Parties with regard to the future business of RGI, the maintenance of trading facilities and related matters.
The Offer will extend to all RGI Shares unconditionally allotted or issued on the date of the Offer and any RGI Shares which are unconditionally allotted or issued whilst the Offer remains open for acceptance, including RGI Shares allotted or issued as a result of the exercise or vesting of options or awards under the RGI Employee LTIP.
The RGI Shares in respect of which the Offer is accepted by holders will be acquired fully paid and free from all liens, charges, encumbrances, rights of pre-emption and any other third party rights of any nature whatsoever and together with all rights now or hereafter attaching thereto, including the right to receive in
full all dividends and other distributions, if any, declared, made or paid after the date of publication of the
Offer Document.
The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

The negative irrevocable undertakings and other documents will be published on a public website whose address will be disseminated by a subsequent announcement to be issued as soon as the website is fully functional, and in any event not later than 12 noon on Monday, January 7, 2013.

For further information contact:

Alexey Titov Telephone: +7 495 514-0623

Maxim Sterlyagov Telephone: +7 925 545-1979

Tom Franks Telephone: +44 207 311-8164
Robert Vartevanian +7 495 937-4444
This announcement is not intended to and does not constitute, or form part of, any offer to sell or invitation to purchase or subscribe for any securities or the solicitation of an offer to purchase or subscribe for any securities pursuant to the Offer or otherwise. The Offer will be made solely on the basis of the Offer Document and, in the case of RGI Shares held in certificated form, the Form of Acceptance, which will together contain the full details, terms and conditions of the Offer. Any response to the Offer should be made only on the basis of the information in the Offer Document and, in the case of RGI Shares held in certificated form, the Form of Acceptance. Those RGI Shareholders receiving the Offer Document are strongly advised to read it in full, as it will contain important information.

Notwithstanding that the Code does not apply to RGI, RGI's Articles in the circumstances require that the Offer be made in conformity with Rule 9 of the Code. As the Panel will not be regulating the Offer, no enquiries should be made of them relating to the Offer, RGI, Direct Finance, AMG or Globex.

KPMG LLP, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser to Direct Finance and no one else in connection with the Offer and will not be responsible to anyone other than Direct Finance for providing the protections afforded to clients of KPMG LLP or for providing advice in relation to the Offer or any other matters referred to in this announcement.

Note: The statements in this announcement concerning Synergy, Mr. Shura and their Affiliates are made to the best of the knowledge of Direct Finance and AMG after reasonable investigation. However, Synergy and Mr. Shura are not under the control of Direct Finance or AMG or their other Concert Parties

and are being treated as Concert Parties for purposes of the Offer at the request (and determination) of the Board. As stated below, in the event that Direct Finance or AMG become aware of any information concerning Synergy or Mr. Shura that is inconsistent with any of the statements below, they will make prompt disclosure of such information to RGI Shareholders.

As at the date of this announcement, Direct Finance is the legal and beneficial owner of 37,000,000 RGI Shares, representing approximately 22.87 per cent. of the issued share capital of RGI.
As at the date of this announcement, AMG is the legal and beneficial owner of 28,063,393 RGI Shares, representing approximately 17.35 per cent. of the issued share capital of RGI.
As of the date of this announcement, Petr Shura (through Synergy and other companies controlled by Mr. Shura) is the beneficial owner of 39,038,000 RGI Shares, representing approximately 24.13 per cent. of the issued share capital of RGI.
Neither Direct Finance nor AMG has received any irrevocable undertakings to accept the Offer. Direct Finance received irrevocable undertakings not to accept the Offer from RGI shareholders holding in the aggregate 42,690,523 RGI Shares, representing approximately 26.39 per cent. of the issued share capital of RGI, including all of the RGI shares beneficially owned by Mr. Shura.
Therefore, as at the date of this announcement, Direct Finance, together with its Concert Parties, owns or is interested in a total of 104,101,393 RGI Shares, representing, in aggregate, approximately 64.34 per cent. of the issued share capital of RGI.
Save as set out above, neither Direct Finance nor AMG nor any of their Concert Parties has an interest in or has any right to subscribe for any relevant securities (as defined in the Code), nor are they party to any short positions (whether conditional or absolute and whether in the money or otherwise) relating to relevant securities (as defined in the Code), including short positions under derivatives, or any agreements to sell, nor do they have any delivery obligations or rights to require another person to take delivery of any relevant securities (as defined in the Code).
Neither Direct Finance nor AMG nor any Concert Party has borrowed or lent, nor does any such person have any arrangement in relation to, any relevant securities (as defined in the Code).
For these purposes, "arrangement" includes indemnity or option arrangements and any agreement or understanding, formal or informal, of whatever nature, relating to relevant securities (as defined in the Code) which is or may be an inducement to deal or refrain from dealing in such securities. In the interests of secrecy prior to this announcement, Direct Finance and AMG have not made any enquiries in respect of the above matters with certain parties which are or may be deemed to be acting in concert with it for the purposes of the Offer. If such enquiries, which are now being made, reveal any relevant additional interests, the same will be discussed with the Independent Committee and, if appropriate, will be disclosed to RGI Shareholders.

Information about RGI contained in this announcement has been compiled exclusively from publicly available sources.
Unless otherwise stated:
(a) references to the value of the Offer are based on there being 161,786,978 RGI Shares in issue;
(b) according to information available on RGI's website, share options amounting to
2,750,000 RGI Shares have been granted to RGI's employees under the RGI Employee LTIP. These options are stated to be conditional upon attaining certain performance criteria and have raised the share capital on a fully diluted basis to a total of 164,536,978 RGI Shares. Direct Finance and AMG are not aware whether any of the options would become exercisable as a result of the Offer; and
(c) the premium implied by the Offer has been calculated with reference to the price of US$2.05 per RGI Share on 3 January 2013 (being the last Business Day prior to this announcement).
Information on Globex is available in English at its website at http://www.globexbank.ru/en/. Information on RGI is available at its website: http://rgi-international.com/.
Appendix I to this Announcement contains the definitions of certain terms used in this summary and elsewhere in this announcement.

Unless otherwise determined by Direct Finance and permitted by applicable law and regulation, the Offer will not be made, directly or indirectly, in, into or from, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone or email) of interstate or foreign commerce of, or by any facility of a national securities exchange of, any jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. Accordingly, copies of this announcement and any documents relating to the Offer are not being and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent, in whole or in part, in, into or from any jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction and persons receiving such documents (including, without limitation, custodians, nominees and trustees) must not directly or indirectly mail, transmit or otherwise forward, distribute or send them in, into or from any such jurisdiction. Doing so may render invalid any purported acceptance of the Offer.
The availability of the Offer to persons who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they reside or of which they are citizens. Persons who are not resident in or citizens of the United Kingdom should inform themselves about, and observe, any applicable legal and/or regulatory requirements of their jurisdiction. Further details in relation to overseas shareholders will be contained in the Offer Document. Any failure to comply with such applicable requirements may constitute a violation of the securities laws of any such jurisdiction.
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable legal and/or regulatory requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and physical persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person.
Any person (including, without limitation, any custodian, nominee and trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or the Offer Document and/or the Form of Acceptance and/or any other related document to any jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction before taking any action.
This announcement has been prepared in accordance with and for the purpose of complying with English law, the AIM Rules and RGI's Articles and any other legal and regulatory requirements under the laws of Guernsey and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

This announcement may contain forward-looking statements concerning Direct Finance, AMG or their
Concert Parties and the business sectors in which they operate. Generally the words 'will', 'may', 'should',
'continue', 'believes', 'expects', 'intends', 'anticipates' or similar expressions identify forward-looking statements. By their nature, forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those suggested by them. Many of these risks and uncertainties relate to factors that are beyond the abilities of Direct Finance, AMG or their Concert Parties to control or estimate precisely, such as future market conditions and the behaviour of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date of this
announcement. Direct Finance, AMG and their Concert Parties assume no obligation and do not intend to update or revise these forward-looking statements, except as required pursuant to applicable law.

Each RGI Shareholder who from time to time is or becomes interested in three per cent. (3%) of the issued share capital of RGI is required to notify such interest to RGI upon acquisition of such interest or upon any transaction whereby his interest rises above three per cent. (3%) or falls below three per cent. (3%). Once the three per cent. (3%) threshold is crossed, each RGI Shareholder has a continuing obligation to notify RGI when each whole percentage point is crossed. In the case of a RGI Shareholder who has an interest in the relevant share capital of RGI other than a ''material interest'' (as defined in section 199(2) of the Companies Act 1985 (UK)) the percentage threshold for disclosure of interests in RGI Shares shall be ten per cent. (10%). Certain consequences may follow for RGI Shareholders if these, and the other relevant provisions of RGI Articles are not complied with. A copy of the RGI Articles are available at: http://www.rgi-international.com/company/corporate_governance/.

Neither the content of RGI's website, nor the content of any other website accessible from hyperlinks on
RGI's website, is incorporated into or forms part of this announcement.

Unless the context otherwise requires, the following terms have the following meanings in this announcement:

RGI Board on 13 April2007 (as amended !rom lime lo lime);

RGI.

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