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Proposed secondary public offering of ordinary shares in M.Video-Eldorado Group
March 9, 2021, Moscow, Russia.
PJSC M.video (the “Company” and together with its subsidiaries the “M.Video-Eldorado Group” or the Group; MOEX: MVID), a leading Russian e-commerce and consumer electronics retailer and part of the SAFMAR Group, today announces a secondary public offering of ordinary shares of the Company by ERICARIA Holdings Ltd., owned by the SAFMAR Group.
- The offering comprises a fully marketed secondary public offering of up to 24,279,174 ordinary shares of the Company (the “Sale Shares”) by ERICARIA Holdings Ltd. (the “Selling Shareholder”), representing 13.5% of the Company’s share capital (the “Offering”).
- In relation to the Offering, the Company will be conducting a series of investor meetings starting from 10 March 2021 following the launch of the bookbuilding on 9 March 2021.
- The number of Sale Shares to be sold and the offering price at which the Sale Shares will be sold will be determined at the close of the bookbuilding process. The timing of the closing of the book, pricing and allocation are at the discretion of the Joint Global Coordinators (listed below) and the Selling Shareholder and will be announced separately.
- The Company, the Selling Shareholder and certain other shareholders of the Company are expected to enter into lock-up arrangements restricting, inter alia, the disposal of the Company’s shares for 180 days following the closing date of the Offering (subject to customary carveouts and waiver by the Joint Global Coordinators). In addition, Media-Saturn-Holding GmbH has confirmed that it does not intend to effect any substantial sale of the Company’s shares within such 180-day period.
- The Sale Shares will be offered to investors (i) in the Russian Federation, (ii) otherwise outside the United States in reliance on Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and (iii) within the United States to certain qualified institutional buyers (“QIBs”) as defined in, and in reliance on, Rule 144A under the Securities Act.
- BofA Securities, J.P. Morgan, UBS Investment Bank and VTB Capital are acting as Joint Global Coordinators and Joint Bookrunners in connection with the Offering (the “Joint Global Coordinators”). Renaissance Capital is acting as Adviser to the Company in connection with the Offering.
The Company will not receive any proceeds from the sale of the Sale Shares by the Selling Shareholder and the Offering will not result in any dilution of other shareholders of the Company.
Including shares owned by the Selling Shareholder ERICARIA Holdings Ltd.,the SAFMAR Group currently holds an aggregate 132,140,111 ordinary shares, representing 73.5% of the Company’s share capital. Following the completion of the Offering by the Selling Shareholder, the SAFMAR Group is expected to retain an aggregate shareholding of approximately 60% of the Company’s share capital, assuming all the Sale Shares are placed.
Said Gutseriev, Chairman of M.Video-Eldorado Group’ Board of Directors:
“M.Video-Eldorado Group has entered a new and exciting stage of its development after the Board of Directors approved the strategy to 2025, with the goal of doubling the size of the business. We are confident that the management team has the skills to do this, and they are equipped with cutting-edge retail technology, complemented by a nationwide store network and exceptional fulfilment infrastructure. I am a strong believer in M.Video-Eldorado’s future growth and its potential to continue creating value for shareholders on the back of further enhancements in the Company’s sustainable business model, corporate governance and investment case, to which this offering will undoubtedly contribute. Our confidence in M.Video-Eldorado's future is one of the main reasons why the SAFMAR Group remains the largest shareholder of the Company, as we look forward to participating in its success.’’
Alexander Izosimov, CEO of M.Video-Eldorado Group:
“Today’s announcement marks an important milestone for M.Video-Eldorado Group as a public company. We welcome the steps taken by the SAFMAR Group to increase the Company’s free float, which will undoubtedly further improve the trading liquidity of our shares and make them more accessible for a broader range of investors as we continue to implement a wide range of initiatives to create shareholder value.
“Over the last year, we have delivered rapid growth and generated strong returns to our shareholders, as we continued to undertake a large-scale digital transformation of our business. The success of our retail technology and digital strategy has helped us emerge from the difficult pandemic year as one of Russia’s leading e-commerce players not just in our segment, but in the country’s retail sector overall. The Company’s GMV rose by 15% year-on-year, supported by a year-on-year surge in total online sales of 109% in 2020, reaching 60% of total GMV.
“I am particularly optimistic about M.Video-Eldorado’s potential as we embark on a new strategy that calls for doubling the size of our business to RUB 1 trillion GMV by 2025 by leveraging the Company's competitive hybrid model, our innovative OneRetail platform and exceptional fulfilment capabilities.
“We are also pleased that the Board of Directors has approved a new dividend policy, under which the Company intends to allocate at least 100% of annual consolidated net profit under IAS 17 for dividend payments.
“As the team and I work hard to implement our ambitious strategic goals, we are hopeful that the Company’s commitment to sharing the results of its success with shareholders, combined with the potential increased liquidity following this Offering, will continue to attract new investors to our shares.”
M.VIDEO-ELDORADO GROUP HIGHLIGHTS
- The Company is the leading player in Russia’s USD 25 billion consumer electronics market, with a market share of 27% in 2020, according to GfK. The Company was also among the top 10 consumer electronics specialists in the world by revenue in 2019, according to Thomson Reuters.
- The strength and agility of M.Video-Eldorado Group’s business model enabled it to accelerate a comprehensive digital transformation in response to rapid changes in consumer behavior driven by COVID-19. In 2020, the Company’s Total Online Sales increased by 109% year-on-year and represented 60% of total Gross Merchandise Value (“GMV”: a measure of the total value of products and services purchased via all of the Company’s platforms).
- This robust growth further solidified the Company's #1 position in the Russian online consumer electronics market, with a market share of 33% in 2020, according to GfK.
- The Company's success is underpinned by a winning customer value proposition that has the innovative OneRetail mobile-first technology at its core. OneRetail seeks to create a seamless hybrid customer journey by bringing most in-store shopping benefits to the online platform and vice versa.
- Through mutually beneficial collaboration with vendors, the Company is able to offer customers large and high-quality selection of products at competitive prices. M.Video-Eldorado Group is an essential retail partner in Russia for major consumer electronics vendors: in 2020, sales through the Company's platform generated over 30% of revenue in Russia for the top 7 global consumer electronics brands.
- M.Video-Eldorado Group’s extensive store network powers its market-leading last-mile offering, which resulted in stock availability within a 24-hour window reaching 60% of the Russian population and 85% of the Group’s Total Online Sales in 2020. This is made possible by a well-invested logistics and distribution platform comprised of 1,074 retail stores, nine distribution centers and 58 regional delivery platforms across the country.
- The M.Video and Eldorado dual brand strategy enables full market coverage and helps to maximize customer traffic, while benefiting from synergies from unified logistics, procurement, and IT platforms.
- As at 31 December 2020, the Company had approximately 72 million customers with active loyalty cards and industry-leading net promoter scores (“NPS”: a measure of customer experience and satisfaction) of 86% and 73% for M.Video and Eldorado, respectively, in the first quarter of 2020.
- As at 31 December 2020, the Group had approximately 19 million active identified customers1, an increase of 12% year-on-year, of which 42% were OneRetail customers2 compared to 26% a year ago. After authorizing via a customer app, consultant app or the web interface, OneRetail customers get access to all of the advantages OneRetail offers, generating higher average ticket and demonstrating better retention and attachment rates.
- M.Video-Eldorado Group’s strategy, which aims to double the size of the business to RUB 1 trillion GMV by 2025, in tandem with a dividend policy under which the Company intends to distribute at least 100% of annual consolidated net profit under IAS 17 for dividend payments, provide a compelling Total Shareholder Return proposition.
 The Company defines identified active customers as those who logged in and made at least one purchase through any sales channel for the last 12 months.
 The Company defines One Retail customers as those who signed in and made at least one purchase during the year through the web platform or mobile platform, including customer and consultant apps.