ETALON GROUP PLC (“Etalon Group” or the “Company”), one of Russia’s largest and longest-established residential real estate developers, announces that an extraordinary general meeting of shareholders (“EGM”) will be held at 36 Agias Elenis str., Galaxias Building, Block B, 6th floor, office 602, 1061, Nicosia, Cyprus on 15 April 2020, at 11 a.m. Cyprus time.
The Board of Directors of the Company has proposed that the EGM authorize the Company to buy back global depositary receipts (GDRs), each representing one ordinary share (the Buy-back), for general corporate purposes, in accordance with sections 57A to 57F of the Companies Law, Chapter 113 of the statute laws of Cyprus (the Law) and in accordance with Regulation 41 of the Company’s articles of association.
The following resolutions will be proposed at the EGM:
The Board of Directors be and is hereby authorized to acquire global depositary receipts representing the Company’s ordinary shares (the “GDRs”) as they may in their absolute discretion determine from time to time, within twelve months from the passing of the present special resolution until 14 April 2021 subject to compliance with the terms set out below and the provisions of sections 57A to 57F of the Companies Law Cap. 113 (the “Law”):
- the maximum number of the GDRs (with each GDR representing 1 ordinary share of the Company) that may be acquired and held by or on behalf of the Company shall not exceed 10 per cent of the subscribed capital of the Company;
- the duration of the period for which GDRs bought back may be held by the Company may not exceed two years;
- the minimum price for acquiring the GDRs shall be GBP £0.00005 per GDR (or the U.S. dollar or Rouble equivalent at the time of the purchase);
- the maximum price for acquiring the GDRs shall not exceed by more than 5 per cent the average market price for acquiring the GDRs of the Company during the last five stock exchange sessions (on the London Stock Exchange or the Moscow Exchange) immediately preceding the day on which the GDRs are acquired;
- the monetary consideration payable by the Company in respect of the acquisition of GDRs is to be paid out of the realized and non-distributed profits of the Company; and
- the acquisition of GDRs (including those previously acquired and held by or on behalf of the Company) shall not have the effect of reducing the net assets of the Company below the amount of the subscribed capital plus those reserves which may not be distributed under the Law or the articles of association in accordance with section 169A of the Law.
The Buy-back is in accordance with the Company’s articles of association and the Board be and is hereby further authorized to decide on and eventually proceed with the buy-back of the Company’s GDRs as it thinks fit and proper always within the scope of this resolution and to take all requisite actions to effect the Buy-back including entering into such agreements with third parties as they deem necessary.
The Notice of EGM and the Form of Proxy were sent to shareholders on 24 March 2020, and copies of these documents have been submitted to the National Storage Mechanism and will shortly be available for inspection at http://www.morningstar.co.uk/uk/NSM. The Notice of Meeting is also available on the Etalon Group website at www.etalongroup.com.
This and other recent announcements are available on the Etalon Group website: https://www.etalongroup.com/investor-relations/investor-news/
Etalon Group IR Team
T: +44 20 8123 1328
T: +44 207 002 7859
About Etalon Group
Founded in 1987, Etalon Group is one of Russia’s largest development and construction companies. The Company focuses on middle class residential real estate in the Moscow and St Petersburg metropolitan areas. With a more than 30-year history, Etalon Group has one of the longest and most successful track records in the Russian real estate industry. Since its foundation, Etalon Group has commissioned 7 million sqm of real estate.
The Company is vertically integrated, which helps it to control costs, quality and timing, as well as maintain best-in-class profitability. Etalon Group employs over 5,000 people, and its nationwide sales and marketing network covers 58 Russian cities.
In 2019, Etalon Group acquired and consolidated 100% in Leader-Invest, one of Moscow’s largest residential developers by size of land bank and number of projects currently available for sale.
Etalon Group’s total assets comprise 33 projects under development, unsold inventory at completed residential complexes and commercial properties, with total unsold NSA of 3.3 million sqm, as well as construction and maintenance division. Colliers International valued the Company’s total assets at RUB 188 billion as of 31 December 2019.
For the year ended 31 December 2019, Etalon Group’s new contract sales totalled 630 ths sqm, or RUB 77.6 billion. Deliveries in 2019 amounted to 622 ths sqm.
The Company recorded revenue of RUB 72.3 billion and EBITDA of RUB 5.7 billion for the year ended 31 December 2018.
Etalon Group’s GDRs have been traded on the Main Market of the London Stock Exchange since 20 April 2011 and on the Level 1 List of Moscow Exchange since 31 January 2020 under the ticker ETLN.