Proposed cash offer for Lenta Ltd. by Severgroup LLC

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Summary

Severgroup LLC (“Severgroup”) announces that it has agreed to acquire from Luna, Inc. (“Luna”) 166,383,595 Lenta GDRs, representing 33,276,719 Lenta Shares and approximately 34.44 per cent. of the issued and outstanding voting shares in Lenta Ltd. (“Lenta”) (excluding treasury shares) as of 1 April 2019 and separately agreed to acquire from the European Bank for Reconstruction and Development (“EBRD”) 36,076,870 Lenta GDRs, representing 7,215,374 Lenta Shares and approximately 7.47 per cent. of the issued and outstanding voting shares in Lenta (excluding treasury shares) as of 1 April 2019, in each case at a price of US$ 3.60 per Lenta GDR and on and subject to the terms and conditions of separate conditional share purchase agreements each dated 1 April 2019.

Accordingly, Severgroup announces that, subject to satisfaction of the Pre-Condition (as defined below), Severgroup intends to make a cash offer (as required by Regulation 5.8 of the Lenta Articles) to acquire all of the issued and to be issued shares of Lenta and all of the Lenta GDRs (excluding treasury shares) (the “Offer”) from the holders thereof (the “Lenta Securityholders”).

The Offer Price implies a value of approximately US$ 1.75 billion for 100 per cent. of the issued and to be issued shares of Lenta and represents:
- a premium of approximately 8.11 per cent. to the price of the Lenta GDRs on the London Stock Exchange of US$ 3.33 at the close of business on 26 March 2019, being the last London Business Day before the first announcement by Lenta regarding the possibility of the Offer being made; and
- a premium of approximately 9.76 per cent. to the volume weighted average price of the Lenta GDRs on the London Stock Exchange of US$ 3.28 for the six months ending on 26 March 2019.

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Enquiries:

Severgroup
Anastasia Mishanina
Tel: +7 495 926-77-66
Email: anastasia.mishanina@severgroup.ru

Lenta
Albert Avetikov
Tel: +7 812 363-28-44
Email: albert.avetikov@lenta.com

Citigroup Global Markets Limited (Financial Adviser to Severgroup)
Irackly Mtibelishvily
Tel. +7 495 258 5146
Email: irackly.mtibelishvily@citi.com

Sergey Kurdyukov
Tel. +7 495 258 5127
Email: sergey.kurdyukov@citi.com

J.P. Morgan (Financial Adviser to Lenta)
Toby Radford
Tel. +44 20 7134 7066
Email: toby.radford@jpmorgan.com

Vladimir Blinov
Tel. +7 495 937 7310
Email: vladimir.e.blinov@jpmorgan.com