OREANDA-NEWS. Lenta Ltd. (“Lenta” or the “Company”), one of the largest retail chains in Russia, today announces the pricing for the initial public offering (the “Offering”) of its ordinary shares (the “Shares”) in the form of global depositary receipts (“GDRs”) to be admitted to trading on the London Stock Exchange and the Moscow Exchange.

The offer price has been set at USD 10.0 per GDR. Five GDRs will represent an interest in one Share.

The total size of the Offering is USD 952 million excluding the over-allotment option (and will be USD 1,095 million if the over-allotment option is exercised in full).

The Offering implies a market capitalisation1 at the commencement of dealings of USD 4.3 billion.

The Offering consists of a sale by existing shareholders (other than management and directors) (the “Selling Shareholders”) of 95,238,095 GDRs, representing 19,047,619 Shares, or 22.1% of the Company's existing share capital (excluding the over-allotment option described below).

The Selling Shareholders are:

TPG Capital (which owns a 49.8% stake, immediately before the Offering) will sell 9,578,970 Shares, representing approximately 11.1% of the Company's share capital;

The European Bank for Reconstruction and Development (EBRD) (which owns a 21.5% stake, Immediately before the Offering) will sell 4,136,407 Shares, representing approximately 4.8% of the Company's share capital;

VTB Capital Private Equity (which owns an 11.7% stake, immediately before the Offering) will sell 2,256,219 Shares, representing approximately 2.6% of the Company's share capital;

Other minority shareholders (which, excluding management and directors, collectively own a 15.9% stake, immediately before the Offering) will sell 3,076,023 Shares, representing approximately 3.6% of the Company's share capital2.

Certain members of senior management and directors of the Company agreed to purchase Shares in an aggregate amount of USD 8.1 million in the Offering.

The Selling Shareholders have granted the joint bookrunners an over-allotment option to purchase additional GDRs representing up to 15% of the GDRs sold in the Offering at the offer price to cover over-allotments in connection with the Offering.

Management and directors of the Company who own Shares upon or prior to the IPO have provided customary lock-up arrangements of 365 days, and the Selling Shareholders and the Company have provided customary lock-up arrangements of 180 days following the Offering.

The GDRs will be quoted in USD on the London Stock Exchange and in RUB on the Moscow Exchange following their admission. The GDRs were made available to investors in the Offering in USD and, for investors buying GDRs delivered via the Russian National Settlement Depositary (“NSD”) where permitted, in either USD or RUB. The GDRs settled through the NSD may be purchased by investors at the Rouble equivalent of the offer price equal to RUB 360.50 determined at today's official USD/RUB exchange rate of the Central Bank of Russia of RUB 36.0501 per USD 1.

Conditional dealings in the GDRs on the London Stock Exchange commences today under the symbol LNTA, in the case of Regulation S GDRs, and LNTR, in the case of Rule 144A GDRs. The admission of the GDRs to the Official List and to unconditional trading through the International Order Book of the London Stock Exchange is expected to take place on 5 March 2014. The Company expects that the admission to trading on the Moscow Exchange may take place on 6 March 2014, dealings in the GDRs on the Moscow Exchange prior to such admission are not permitted.

Credit Suisse, J.P. Morgan and VTB Capital are acting as joint global coordinators and joint bookrunners; Deutsche Bank and UBS Investment Bank are acting as joint bookrunners; TPG Capital BD, LLC is acting as a co-manager. Rothschild is financial advisor to the Company.

Jan Dunning, Chief Executive Officer of Lenta, said:

“We are delighted with the enthusiastic response we have received from the international markets to our Offering and we welcome all our new shareholders.

“The level of growth in Lenta's distinctive, price-led hypermarket model demonstrates that we are well positioned to capture the significant growth potential in the fragmented and underpenetrated Russian food retail market. This growth proposition, which is being led by a very experienced international management team and a group of world-class international investors, has played a major role in generating significant investor interest in Lenta and its Offering. We now look forward to further developing Lenta as a public company and deiivernng vauue creation for all shareholders.”