Closing of Cash Offer by Severgroup LLC for Lenta Ltd. (the Offer)

We refer to the announcement of the Offer published on 16 May 2019. In accordance with the terms of the Offer Document, Severgroup LLC («Severgroup»), a private investment company managing assets of Alexey Mordashov, announces that the Offer to the Lenta Ltd.’s shareholders/GDR-holders closed at 1.00 p.m. (London time) on 4 June 2019, and ceased to be capable of further acceptances.

By 1.00 p.m. (London time) on 4 June 2019, Severgroup had received valid acceptances under the Offer in respect of Lenta Securities which, when aggregated with the other Lenta Securities in which Severgroup has an interest (including the Lenta GDRs purchased from TPG and EBRD), carry in aggregate approximately 78.73 per cent. of Lenta’s voting rights. So far as Severgroup is aware, none of these acceptances have been received from persons acting in concert with Severgroup.

As set out in the Offer Document, any valid acceptances received by Severgroup after 21 May 2019 and on or before 4 June 2019 will (unless already settled) be settled on or before 18 June 2019.

The full terms of the Offer were set out in the Offer Document, which was made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Lenta’s website at

Capitalised terms used but not otherwise defined in this announcement have the meanings given to them in the Offer Document.

Further information

This announcement is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of securities of Lenta in any jurisdiction in contravention of applicable law. The Offer was made solely by means of the offer document made available to (among others) Lenta shareholders and Lenta GDR holders containing and setting out, among other things, the full terms of the Offer (the «Offer Document»), which, together, contains the full details of how the Offer may have been accepted. Lenta is incorporated under the laws of the British Virgin Islands and, as such, is not subject to the jurisdiction of the UK City Code on Takeovers and Mergers (the «City Code») or any equivalent takeover regulations. Lenta has incorporated certain takeover-related provisions into its articles of association (the «Articles») but these do not provide Lenta shareholders or Lenta GDR holders with the protections offered by the City Code, and enforcement of such provisions are the responsibility of Lenta, not the UK Takeover Panel. Accordingly, Lenta shareholders and Lenta GDR holders are reminded that the UK Takeover Panel does not have responsibility for ensuring compliance of the Offer with the City Code and is not able to answer shareholders’ queries in that regard. The release, publication or distribution of this announcement in or into jurisdictions other than the UK, the United States or Russia may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK, Russia or the United States should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction.