The underwriters of the recently closed offering of 33,000,000 newly issued ordinary shares, represented by 33,000,000 American depositary shares (“ADSs”), have exercised in full their option to purchase an additional 4,950,000 ordinary shares, represented by 4,950,000 ADSs, on the same terms as the initial shares. As a result, 37,950,000 ordinary shares, represented by ADSs, were acquired by new investors. As a result of the offering (including exercise of the over-allotment option to purchase additional shares) and the concurrent private placements to Baring Vostok Fund V Nominees Limited (“BVFVNL”), an existing shareholder, BV Special Investments Limited (“BVSIL”), an affiliate of existing shareholders, and Sistema PJSFC (“Sistema”), an existing shareholder, Ozon has issued in the aggregate 42,450,000 new ordinary shares and received gross proceeds of $1,273.5 million (net proceeds of $1,200.5 million). Following these transactions and exercises of outstanding convertible loans in December 2020, Ozon has a total of 208,202,929 ordinary shares on a fully diluted basis.
The following table presents an overview of Ozon’s shareholders following the offering (including exercise of the over-allotment option to purchase additional shares) and the concurrent private placements to BVFVNL, BVSIL and Sistema:
* Includes one Class A share issued in October 2020 and 2,250,000 ordinary shares issued in November 2020 to each Sistema and Baring Vostok Private Equity Funds in the concurrent private placements.
** Includes 4,472,969 ordinary shares issuable upon exercise of outstanding vested share-based awards under the employee incentive plan.
The ADSs representing Ozon’s ordinary shares are listed on The Nasdaq Global Select Market and the Moscow Exchange and trade under the symbol “OZON.”
Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC acted as joint lead book-running managers for the offering. Citigroup Global Markets Inc., UBS Securities LLC, Sberbank CIB (UK) Limited and VTB Capital plc acted as joint bookrunners for the offering. Renaissance Securities (Cyprus) Limited acted as a co-lead manager for the offering.
A registration statement on Form F-1 relating to these securities has been filed with, and declared effective by, the U.S. Securities and Exchange Commission. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The offering was made only by means of a prospectus filed by Ozon. Copies of the final prospectus may be obtained from any of the following sources:
- Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014; or
- Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, or by telephone at (866) 471-2526 or by email at email@example.com.
Igor Gerasimov, Head of Corporate Development & Investor Relations, Ozon
Maria Zaikina, Director of Public & Industry Relations, Ozon
Denis Denisov, Director, EM
This press release contains forward-looking statements. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements.
These forward-looking statements are based on management’s current expectations. However, it is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. These statements are neither promises nor guarantees but involve known and unknown risks, uncertainties and other important factors and circumstances that may cause Ozon’s actual results, performance or achievements to be materially different from its expectations expressed or implied by the forward-looking statements, including conditions in the U.S. capital markets, negative global economic conditions, potential negative developments in the COVID-19 pandemic, other negative developments in Ozon’s business or unfavorable legislative or regulatory developments. We caution you therefore against relying on these forward-looking statements, and we qualify all of our forward-looking statements by these cautionary statements. Please refer to our filings with the U.S. Securities and Exchange Commission concerning factors that could cause actual results to differ materially from those described in our forward-looking statements.
These and other important factors could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. Any such forward-looking statements represent management’s estimates as of the date of this press release. While Ozon may elect to update such forward-looking statements at some point in the future, Ozon disclaims any obligation to do so, even if subsequent events cause its views to change. These forward-looking statements should not be relied upon as representing Ozon’s views as of any date subsequent to the date of this press release.