RCS - Roemer Capital - Voluntary Tender to Holders of Cian PLC

Deutsche Boerse AGAnnouncement

22/05/2024 11:00

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RNS Number : 4674P  Roemer Capital (Europe) Limited  22 May 2024

Roemer Capital (Europe) Limited
(https://www.eqs-news.com/company/roemer-capital-europe-limited/news/92674e3a-83e9-1014-a182-aefb07a810f2)

ROEMER CAPITAL ANNOUNCES INVITATION TO TENDER TO HOLDERS OF CIAN PLC (ISIN:
US83418T1088, Bloomberg: CIAN US)

 Issuer: Roemer Capital (Europe) Limited / Key word(s): Tender Offer

22.05.2024 / 10:20 CET/CEST

The issuer is solely responsible for the content of this announcement.

 NOT FOR RELEASE, PUBLICATION DISTRIBUTION OR USE, IN WHOLE OR IN PART, BY, IN,
 INTO FROM OR TO ANY JURISDICTION OR PERSON WHERE TO DO SO WOULD CONSTITUTE A
 VIOLATION OF LAW OR REGULATION

 22 May 2024

 ROEMER CAPITAL (EUROPE) LIMITED

 Announcement of Invitation to Voluntary Tender

 to the holders of American depositary shares representing the issued and
 outstanding ordinary shares in Cian PLC, ISIN: US83418T1088 available for
 settlement through Euroclear Bank SA/NV settlement system ("Shares")

 THIS INVITATION WILL EXPIRE AT 16:00 UTC ON 24 JUNE 2024 ("EXPIRATION TIME").

 Roemer Capital (Europe) Limited (the "Purchaser" or "Roemer Capital") is
 inviting certain holders of Shares to tender for the sale of up to 13,780,000
 units of Shares for cash at a purchase price of USD 7.4 per 1 Share (the
 "Purchase Price"), subject to the terms and conditions set out the Invitation
 to Voluntary Tender Memorandum (the "Memorandum") and template tender
 instructions (the "Tender Instruction") each available on the designated
 website https://roemercapital.com/news/cian
 (https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=2a113ff5f642014dff5bff517d49194b&application_id=1908745&site_id=news_data&application_name=news)
  (collectively, the "Tender Documents").

 Roemer Capital is a private company limited by shares, incorporated and
 registered in the Republic of Cyprus with company number HE 333287, whose
 registered office is at Georgiou Karaiskaki, 17, LIMASSOL BUSINESS CENTRE,
 Floor 4, Office 4, 3032 Limassol, Cyprus. Roemer Capital is authorised and
 regulated by the Cyprus Securities and Exchange Commission of P.O. BOX 24996,
 1306 Nicosia, Cyprus, CIF Licence Number 305/16.

 THE INFORMATION CONTAINED IN THE TENDER DOCUMENTS IS ADDRESSED EXCLUSIVELY TO
 ELIGIBLE SELLERS (AS DEFINED IN SECTION 3 OF THE MEMORANDUM) AND THEIR
 AUTHORISED REPRESENTATIVES AND AGENTS.

 FOR THE AVOIDANCE OF DOUBT, SHARES THAT ARE NOT AVAILABLE FOR SETTLEMENT
 THROUGH EUROCLEAR BANK SA/NV SETTLEMENT SYSTEM (INCLUDING, WITHOUT LIMITATION,
 ANY SHARES HELD THROUGH CLEARSTREAM BANKING S.A.) ARE NOT DEEMED ELIGIBLE
 SHARES FOR THE PURPOSE OF THE TENDER DOCUMENTS.

 THE PURCHASER EXPRESSLY RESERVES ITS RIGHTS, IN ITS SOLE AND ABSOLUTE
 DISCRETION, TO REJECT ANY TENDER INSTRUCTIONS, NOT TO ACCEPT ANY TENDERED
 SHARES, NOT TO PURCHASE ANY ELIGIBLE SHARES OR TO EXTEND, RE-OPEN, WITHDRAW OR
 TERMINATE THE TENDER DOCUMENTS AND TO AMEND OR WAIVE ANY OF THE TERMS AND
 CONDITIONS OF THE TENDER DOCUMENTS IN ANY MANNER. THE PURCHASER WILL NOT IN
 ANY CIRCUMSTANCES BE LIABLE FOR ANY COSTS, EXPENDITURE, WORK OR EFFORT
 INCURRED BY ANY TENDERER IN CARRYING OUT ENQUIRIES IN RELATION TO, PROCEEDING
 WITH, OR PARTICIPATING IN, ANY TRANSACTION UNDER THE TENDER DOCUMENTS,
 INCLUDING IF THE TENDER DOCUMENTS ARE WITHDRAWN, TERMINATED OR AMENDED BY THE
 PURCHASER.

 THE PURCHASER MAKES NO RECOMMENDATION AS TO WHETHER AN ELIGIBLE SELLER SHOULD
 OR SHOULD NOT TENDER ELIGIBLE SHARES PURSUANT TO THE TENDER DOCUMENTS. ALL
 ELIGIBLE SELLERS SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE.

 THE PURCHASER SHALL NOT BE LIABLE IF THE SETTLEMENT OF ANY TRANSACTION ENTERED
 INTO IN ACCORDANCE TO THE TENDER DOCUMENTS COULD NOT BE COMPLETED FOR ANY
 REASON.

 NEITHER THIS ANNOUNCEMENT NOR THE ELECTRONIC TRANSMISSION THEREOF CONSTITUTES
 AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL THE SHARES (AND
 TENDERS OF SHARES FOR PURCHASE PURSUANT TO THE MEMORANDUM WILL NOT BE ACCEPTED
 FROM ELIGIBLE SELLERS) IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
 SOLICITATION IS UNLAWFUL.

 TENDER DOCUMENTS

 Memorandum: Link

 Template Tender Instruction: Link

 FOR FURTHER INFORMATION

 Roemer Capital (Europe) Limited

Georgiou Karaiskaki, 17

LIMASSOL BUSINESS CENTRE, Floor 4, Office 4

3032 Limassol

Cyprus

 https://roemercapital.com/news/cian
 (https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=2a113ff5f642014dff5bff517d49194b&application_id=1908745&site_id=news_data&application_name=news)

 tender4@roemercapital.com (mailto:tender4@roemercapital.com)

 

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