Moscow, 14 May 2015 – Public Joint Stock Company “Pharmstandard” (LSE: PHST, RTS: PHST RU) (the “Company”) announced that it has been informed by Augment Investments Limited (“Augment”), a controlling shareholder of the Company, advising the Company that Augment:

1. on May 13, 2015, entered into a share purchase agreement with Bristley Enterprises Limited (“Bristley”) to acquire from Bristley 2,420,000 registered ordinary shares of the Company, representing 6.40% of all issued and outstanding ordinary shares of the Company (the “Ordinary Shares”), at a purchase price of USD 22.00 per share. When the transfer of the Ordinary Shares purchased by Augment from Bristley is completed, Augment’s total shareholding in the Company will increase to 22,028,567 Ordinary Shares and 3,679,252 Global Depositary Receipts (“GDRs”), representing 919,813 Ordinary Shares, which will together constitute 60.72% of the Company’s share capital; and
2. has today launched a tender offer inviting GDR holders to submit tenders for the sale to Augment for cash of the GDRs held by them (the “Tender Offer”). The Tender Offer is made for all of the issued and outstanding GDRs, other than the GDRs held by Augment, and is addressed solely to GDR holders of the Company.

The Company has also received from Augment a copy of the Tender Offer Memorandum in respect of the Tender Offer, along with the accompanying Corporate Action Notice.

Pursuant to the Tender Offer Memorandum, the Tender Offer is expected to remain open until 12.00 P.M. London time on June 19, 2015 (or 7:00 A.M. New York time on June 19, 2015), unless extended by Augment pursuant to the terms thereof. 

The purchase price for one GDR under the Tender Offer is USD 5.50 per GDR (the “Tender Offer Price”). According to information contained in the Tender Offer Memorandum and Augment’s letter received by the Company, Bristley has provided to Augment an irrevocable undertaking to tender in the Tender Offer 15,166,917 GDRs held by it, which represents approximately 10.03% of all the issued Ordinary Shares.

A further announcement, if any, will be made in due course.

The Company notes that, according to the information received from Augment and the Tender Offer Memorandum:

• Following completion of the Tender Offer, Augment expects that the listing of the GDRs on the London Stock Exchange may be required to be cancelled pursuant to the Listing Rules, including if as a result of the Tender Offer the Company no longer satisfies the free float requirements contained in the Listing Rules. Furthermore, following the Tender Offer, Augment may engage in discussions with the Company with a view to procure that the Company seeks the cancellation of the listing of the GDRs on the London Stock Exchange. Under the Listing Rules, the listing may be cancelled by giving at least 20 business days’ notice of the intended cancellation through an announcement of a Regulated Information Service, but does not require approval of holders of the GDRs.
  • If the Tender Offer is successfully completed and Augment acquires, following the exchange of the GDRs purchased by Augment as a result of the Tender Offer into Ordinary Shares, together with the Ordinary Shares already held by Augment and its affiliates (including 1,436,920 Ordinary Shares held by the Public Joint Stock Company “Pharmstandard-Leksredstva”, a wholly-owned subsidiary of the Company, which will for these purposes be an affiliate of Augment), more than 75% of the total number of issued and outstanding Ordinary Shares, Augment under Federal Law "On Joint Stock Companies" plans to proceed with consolidating up to 100% of the remaining Ordinary Shares in the Company via a mandatory tender offer to all holders of the Ordinary Shares in accordance with Russian law followed by a demand by Augment to all of the then existing shareholders of the Company to sell their Ordinary Shares to it, in the event Augment, together with its affiliates, consolidates more than 95% of the total number of issued and outstanding Ordinary Shares as a result of the mandatory tender offer (the “squeeze-out”).

The Tender Offer is made solely to holders of GDRs representing Ordinary Shares of the Company, and such GDRs are neither registered nor admitted to placement, public placement or public circulation in the Russian Federation. 

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Please note the following important statements of Augment in respect of the Tender Offer:

PLEASE NOTE THAT NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (“SEC”) NOR ANY UNITED STATES STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED OF THE TENDER OFFER OR PASSED UPON THE FAIRNESS OR MERITS OF THE TENDER OFFER OR DETERMINED WHETHER THE TENDER OFFER MEMORANDUM IS ACCURATE OR COMPLETE.

THE TENDER OFFER IS BEING MADE TO HOLDERS OF GLOBAL DEPOSITARY RECEIPTS OF PUBLIC JOINT STOCK COMPANY “PHARMSTANDARD” RESIDENT IN THE UNITED STATES IN RELIANCE ON, AND COMPLIANCE WITH, SECTION 14(E) OF THE EXCHANGE ACT AND REGULATION 14E THEREUNDER. THE TENDER OFFER IS BEING MADE IN THE UNITED STATES BY AUGMENT INVESTMENTS LIMITED AND NO ONE ELSE.

THE INFORMATION CONTAINED IN THE TENDER OFFER MEMORANDUM IS ADDRESSED EXCLUSIVELY TO THE HOLDERS OF GDRs OF THE COMPANY. NEITHER THE TENDER OFFER MEMORANDUM NOR THE TENDER OFFER DESCRIBED THEREIN NOR ANY INFORMATION CONTAINED THEREIN CONSTITUTE AN OFFER (“OFERTA”) PURSUANT TO RUSSIAN LAW, OR AN ADVERTISEMENT, OR AN OFFER OF GDRs TO AN UNLIMITED NUMBER OF PERSONS WITHIN OR OUTSIDE THE TERRITORY OF THE RUSSIAN FEDERATION, OR VOLUNTARY TENDER OFFER OR MANDATORY TENDER OFFER UNDER RUSSIAN LAW. NEITHER THE TENDER OFFER MEMORANDUM NOR THE TENDER OFFER DESCRIBED THEREIN CONSTITUTE OR ARE INTENDED FOR PLACEMENT OR PUBLIC CIRCULATION OF SECURITIES OF FOREIGN ISSUERS IN THE RUSSIAN FEDERATION. GDRs OF THE COMPANY, TO WHICH THE TENDER OFFER RELATES, ARE NEITHER REGISTERED IN THE RUSSIAN FEDERATION NOR ADMITTED TO PLACEMENT, PUBLIC PLACEMENT OR PUBLIC CIRCULATION IN THE RUSSIAN FEDERATION IN ACCORDANCE WITH ARTICLE 51.1 OF RUSSIAN FEDERAL LAW DATED APRIL 22, 1996 NO. 39‑FZ “ON THE SECURITIES MARKET” (AS AMENDED). Any information in the Tender Offer Memorandum is addressed to “qualified investors” (as defined under Russian law) or persons outside the Russian Federation. THE TENDER AND PURCHASE OF GDRs OF THE COMPANY WILL BE CARRIED OUT EXCLUSIVELY IN ACCORDANCE WITH THE PROCEDURES SET FORTH IN THE TENDER OFFER MEMORANDUM.

The Tender Offer Memorandum, and any investment activity to which it relates, is available only to (i) persons who are outside the United Kingdom, or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, and other persons to whom it may lawfully be communicated (all such persons together being referred to as “relevant persons”). The Tender Offer is only available to, and any invitation or agreement to acquire the GDRs in the COMPANY will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this Tender Offer Memorandum or any of its contents.

ThE Tender Offer does not constitute an offer to buy or the solicitation of an offer to sell GDRs in any circumstances in which such offer or solicitation is unlawful.