Proposed sale of 53.7 million existing quasi-treasury shares in PJSC Aeroflot

19 September 2019

The information contained in the following pages is restricted and is not for release, publication to, distribution in, or into the United States (except to persons who certify they are QIBs), Canada, Australia or Japan.

The information contained in this website does not constitute an offer of, or the solicitation of an offer to buy or subscribe for, ordinary shares (“Shares”) in the capital of Public Joint Stock Company “Aeroflot-Russian Airlines” (the “Company”) in the United States or to any person in any other jurisdiction to whom or in which such offer or solicitation is unlawful and, in particular, is not for distribution in Australia, Canada or Japan.

The offer and sale of the Shares has not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or under the applicable securities laws of Australia, Canada, Japan or the United States and may not be offered or sold in the United States unless registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, such registration requirements. No public offering of Shares of the Company is being made in the United States.

The information contained in this website does not constitute an advertisement of any securities, or any other kind of advertisement, in the Russian Federation. This announcement is not a public offer or a tender notice (public tender notice) and not aimed at entering into agreements for the sale of securities at public sales, including by means of an auction, public tender or by other means envisaged by the legislation of the Russian Federation, and the provisions of Articles 447-449 and 1057-1061 of the Civil Code of the Russian Federation do not apply to this announcement or any purchase of securities.

The information contained in this website does not constitute an invitation or inducement to engage in investment activity within the meaning of the UK Financial Services and Markets Act 2000 (as amended). Such information is directed only at (i) persons who are outside the United Kingdom or (ii) persons who are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (iii) high net worth individuals and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "relevant persons"). The Shares are available only to, and any invitation or offer may be directed at, or any agreement to subscribe for, purchase or otherwise acquire, the Shares will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on the information contained in this website.

Any offer of securities that may be deemed to be made pursuant to the information contained in this website in any EEA Member State (a “Member State”) that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive") is addressed solely to and directed at persons in that Member State who are qualified investors (within the meaning of Article 2(1)(e) of the Prospectus Directive) or who are other persons to whom such information may lawfully be addressed under the Prospectus Directive and must not be acted on or relied on by other persons in that Member State.

Not for publication, distribution or release directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, Japan or Republic of South Africa or in any other jurisdiction in which offers or sales would be prohibited by applicable law.

The information contained within this announcement is deemed to constitute inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) no. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

PROPOSED SALE OF 53.7 MILLION EXISTING QUASI-TREASURY SHARES IN PJSC AEROFLOT

19 September 2017 

Aeroflot Finance LLC (the “Seller”), a wholly owned subsidiary of PJSC Aeroflot (the “Company” or “Aeroflot”; Moscow Exchange ticker: AFLT), announces its intention to sell 53,716,189 ordinary registered shares of PJSC Aeroflot (the “Sale Shares”).

The Sale Shares are being offered by way of an accelerated bookbuild (the “Sale”), which will be launched immediately following this announcement. Goldman Sachs International and J.P. Morgan Securities plc are acting as Joint Global Coordinators and Bookrunners for the Sale (together the “Joint Global Coordinators”).

The Sale Shares represent 4.84% of Aeroflot’s issued ordinary share capital.  Following the Sale, the free float of the Company is expected to increase to 45.8% representing a free float capitalization of $1,626 million at the closing price of RUB 195.15 on 18.09.2017.  The Seller will not hold any remaining shares in Aeroflot after the Sale.

Proceeds from the offering will be used for general corporate purposes. 

The final offering price of the Sale Shares will be denominated in Russian Rubles (RUB). Potential purchasers of Sale Shares must indicate their payment currency (US Dollars (USD) or Russian Rubles) at the time of placing an order with the Joint Global Coordinators, which cannot be changed after the order book has been closed. Subject to Russian currency control requirements, the Sale Shares may be paid for in RUB or in USD at the exchange rate being the rate set by the Central Bank of Russia for 20.09.2017.

The results of the Sale will be announced as soon as practicable after the close of the bookbuild process. The timing for the close of the bookbuild process, pricing and allocations are at the absolute discretion of the Seller, the Company and the Joint Global Coordinators.

The distribution of this announcement and the offer and sale of the Sale Shares in certain jurisdictions may be restricted by law. The Sale Shares may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the Sale Shares in such jurisdiction. No action has been taken by the Seller or Joint Global Coordinators or any of their respective affiliates that would permit an offering of the Sale Shares or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required. Any investment decision to buy securities in the Sale must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by the Seller or Joint Global Coordinators or any of their respective affiliates.

This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States of America (including its territories and dependencies, any State of the United States and the District of Columbia), Australia, Canada, Japan or Republic of South Africa or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this 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.

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Neither this document nor the information contained herein constitutes or forms part of an offer to sell or the solicitation of an offer to buy securities in the United States, Australia, Canada, Japan or Republic of South Africa or any other jurisdiction in which such an offer or solicitation is unlawful. There will be no public offer of any securities in the United States or in any other jurisdiction.

The Sale Shares have not been approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Sale or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

In member states of the European Economic Area (“EEA”) which have implemented the Prospectus Directive (each, a “Relevant Member State”), this announcement and any offer if made subsequently is directed exclusively at persons who are ‘qualified investors’ within the meaning of the Prospectus Directive (“Qualified Investors”). For these purposes, the expression ‘Prospectus Directive’ means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression ‘2010 PD Amending Directive’ means Directive 2010/73/EU. In the United Kingdom this announcement is directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) who fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may otherwise lawfully be communicated.

This announcement is not an offer of securities or investments for sale or a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful. No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.

This announcement and information contained herein does not constitute an advertisement of any securities, or any other kind of advertisement, in the Russian Federation. This announcement is not a public offer or a tender notice (public tender notice) and not aimed at entering into agreements for the sale of securities at public sales, including by means of an auction, public tender or by other means envisaged by the legislation of the Russian Federation, and the provisions of Articles 447-449 and 1057-1061 of the Civil Code of the Russian Federation do not apply to this announcement or any purchase of securities.

The Joint Global Coordinators are authorised by the Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by the PRA and Financial Conduct Authority, and are acting exclusively for the Seller and the Company in connection with the Sale and will not be responsible to anyone other than the Seller and the Company for providing the protections offered to their clients, nor for providing advice in relation to the Sale or any transaction, matter or arrangement referred to in this announcement.

In connection with the offering of the Sale Shares, the Joint Global Coordinators or any of their respective affiliates may take up a portion of the Sale Shares as a principal position and in that capacity may retain, purchase or sell for their own accounts such securities.  In addition they may enter into financing arrangements and swap with investors in connection with which they may from time to time acquire, hold or dispose of the Sale Shares.  They do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

This and other recent announcements are available on the Aeroflot website:

http://ir.aeroflot.com/shareholders-and-investors/

 

Aeroflot IR Team

Tel: +7 (495) 258-06-86 

E-mail: ir@aeroflot.ru

 

About Aeroflot Group

Aeroflot Group is Russia’s largest airline group and one of the largest in Europe. In 2016, the Group accounted for 42.3% of Russia’s air-travel market, carrying 43.4 million passengers, of which 29.0 million flew Aeroflot – Russian Airlines.

PJSC Aeroflot is the Group’s parent company. Aeroflot Group includes Aeroflot – Russian Airlines, Rossiya, Aurora and Pobeda. 

As of the end of 2016, the Group fleet comprised 292 planes, 189 of which are operated by Aeroflot – Russian Airlines. The Group’s route network includes 326 regular routes in 51 countries, with Aeroflot – Russian Airlines operating 133 regular routes across 50 countries.

The Russian Federation owns a 51.17% stake in PJSC Aeroflot (through the Federal Agency for State Property Management). About 41% is free-float owned by institutional and retail investors.

PJSC Aeroflot shares are traded on Moscow Exchange (ticker: AFLT) and in over the counter markets in the form of Global Depository Receipts representing rights to its ordinary shares.