Cravos Investments Limited: Cravos Investments announces voluntary public tender offer to depositary receipt holders

Dubai (pta008/28.06.2022/07:45 UTC+2)

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CRAVOS INVESTMENTS LIMITED ANNOUNCES VOLUNTARY PUBLIC TENDER OFFER TO THE OWNERS OF DEPOSITARY RECEIPTS ISSUED BY RUSSIAN COMPANIES

Cravos Investments Limited (the "Offeror") has today launched an invitation to holders of the depositary receipts of the Russian companies set out in the table below (collectively, the "Securities") to tender for purchase up to the applicable maximum aggregate number of such Securities (the "Maximum Acceptance Amount") as set forth in the table below, by the Offeror for cash (each, and "Offer" collectively, the "Offers"), subject to applicable offer and distribution restrictions.

Background

Due to the current sanctions against Russia and restrictive measures announced by the Russian government, the depositary receipts of Russian companies have been suspended from trading on the international stock exchanges indefinitely. Furthermore, on 27 April 2022 new law came into force in Russia obliging Russian companies to terminate their depositary receipt programs unless specific authorisation was granted by the government of Russia to retain foreign depositary receipt programs.

Upon termination of the depositary receipts the beneficial holder would need to designate an account in Russian National Settlement Depository (NSD) in order to be able to receive ordinary shares. In addition, a cancellation fee will be required to be paid.

If you do not wish to receive Russian local ordinary shares in Rubles, do not have custody account in Russia, and wish to sell your Securities, please submit your tender instructions to the Corporate Actions Department via e-mail offers@cravosinvestments.com, stating the number of units to be included in the Offer.

Maximum Acceptance Amount

The Offeror proposes to accept Securities for purchase up to the Maximum Acceptance Amount for each Offer. In the event that tender instructions are received in respect of an aggregate principal amount of Securities which is greater than the Maximum Acceptance Amount, such tender instructions will be accepted on a pro rata basis.

This offer is directed exclusively at Banks and other Financial Institutions who are eligible and licensed to trade such financial products, and who are able and allowed to submit tender instructions as eligible counterparties. Cravos Investments Limited assumes and requests that such recipients of this notice will, in the course of their normal customer business, inform potential holders and end customers about this event.

Tender instructions can and will only be accepted from eligible counterparties who have Euroclear, Clearstream or DTC accounts via which to settle, and who have the right to submit tender instructions in their own name, either from their own holdings or per the instruction of their clients. We cannot accept offers from private (retail) customers directly – such customers must contact their bank in order to participate.

Submitted tender instructions will be processed in the order they are received (First Come, First Serve). The Offeror expressly reserves the right, in its sole and absolute discretion, not to accept any tender instructions, not to purchase Securities or to extend, re-open, withdraw or terminate the Offer and to amend or waive any of the terms and conditions of the Offer in any manner (including, but not limited to, purchasing more or less than the Maximum Acceptance Amount), subject to applicable laws and regulations.

This Offer is not intended for holders of Securities in jurisdictions where the Offer is in violation of applicable laws. We note specifically that this offer is not directed towards holders in countries where there are restrictions which would prevent participation in this offer. Cravos Investments Limited have not conclusively reviewed all potential local restrictions – holders are requested to review with their legal and tax advisors whether any restrictions might prevent them from participating.

The deadline to submit the tender instructions is 12 July 2022 at 5.00pm Central European Time (the "Expiration Deadline").

The Issuer has not reviewed this announcement, has had no involvement in the terms of the Offer and does not accept responsibility for any information contained herein and therein.

Acceptance and Settlement
To submit tender instructions, Holders of Securities are required to contact Corporate Actions Department via e-mail offers@cravosinvestments.com, stating the number of units to be included in the Offer.

Cost of Acceptance
Each party bears its own costs and expenses.

Contact Details
Attn: Corporate Actions Department
E-Mail: offers@cravosinvestments.com

DISCLAIMER

This announcement contains important information which should be read carefully before any decision is made with respect to the Offer. If any Holder is in any doubt as to the action it should take or is unsure of the impact of the Offer, it is recommended to seek its own financial and legal advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Securities are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to tender such Securities pursuant to the Offer.

None of the Offeror or its respective directors, employees or affiliates makes any recommendation as to whether Holders of Securities should tender Securities for purchase pursuant to the Offer.

This announcement is for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell any securities. The Offer is not being made to holders of Securities in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction where the laws required the Offer to be made by a licensed broker or dealer, the Offer was deemed to be made by the dealer managers on behalf of the Offeror.

Please note that this offer is for institutional/professional investors only. Please consult your financial advisor, before taking any action.

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