PUBLIC OFFER for purchase of securities of PUBLIC JOINT STOCK COMPANY CHERKIZOVO GROUP Moscow September 12, 2017

Transcription

1 PUBLIC OFFER for purchase of securities of PUBLIC JOINT STOCK COMPANY CHERKIZOVO GROUP Moscow September 12, 2017 In accordance with this offer LIMITED LIABILITY COMPANY "AGRO-INDUSTRIAL COMPLEX "MIKHAILOVSKY" located at: Russian Federation, , Moscow, 5 Permskaya street, PSRN (LLC "AIC "MIKHAILOVSKY") shall pursuant to the proper acceptance and in compliance with this Offer enter into securities purchase agreement of PUBLIC JOINT STOCK COMPANY CHERKIZOVO GROUP with PSRN (PJSC Cherkizovo Group ) at the price and subject to the terms and conditions set forth hereby (hereinafter referred to as the Offer). 1. DEFINITIONS AND INTERPRETATION Unless the context otherwise requires, the following terms shall have the meaning specified in this clause: Ordinary shares - those shares which are ordinary, inscribed, uncertified by Issuer with state registration number of the securities issue: А, purchased by the Offeror pursuant to this Offer. GDR global depositary receipts, ISIN US Securities Ordinary shares & GDRs. Owner Securities owner - individual who fully owns Securities. Claim - a claim by the Securities owner stating the acceptance of the Offer which is signed by such owner or his/her authorized representative. The Claim shall be made in accordance with Annex hereto. News feed - news feeds provided by information agencies such as AKM, Azipi, Interfax, Prime-TASS or SKRIN, authorized by the federal executive body for the securities market to distribute information which was disclosed within securities market. Offeror - LLC "AIC "MIKHAILOVSKY," PSRN Working day - any day except for weekends and public holidays. Party - Offeror or Securities owner severally (and jointly referred to as Parties ). Per share price - 1,300 Russian Rubles for 1 (One) Ordinary share. Per GDR price 866,66 Russian Rubles for 1 (One) GDR. Issuer - PJSC Cherkizovo Group, PSRN: Registrar - Joint Stock Company «Noviy Registrator» which maintains and keeps securities owners register for PJSC Cherkizovo Group, PSRN: SUBJECT MATTER OF THE OFFER With this Offer the Offeror offers each and every Owner, whose alienation rights for the stated securities are not limited by the laws of the Russian Federation, or by contracts signed by such owner in order to sell owned Securities, to enter into a purchase agreement with an Offeror as to Securities owned by him/her subject to the terms and conditions set forth hereby. Fulfillment of terms required for the acceptance of the Offer (the Acceptance) by the Securities owner shall be considered as entering into purchase agreement subject to the terms stipulated hereby. This Offer shall be valid for number of Securities not exceeding Ordinary shares, i,e. after purchasing the aforementioned amount of Ordinary shares by the Offeror, the rest of Securities shall not be purchased and shall not be covered by this Offer. The Offeror is entitled to purchase less amount of Securities and revoke his/her Offer with respect to remaining part at any time, where notification of the Ordinary shares owners as to revocation of the Offer with respect to Securities shall be made in accordance with this Offer The Offer shall be deemed as received by the Owner at the moment when it was published on Issuer s official website ( cherkizovo.com), an/or at the News feed or when received by post, depending on whichever of the methods provided in this Offer occurred (published/received) earlier The Offeror is entitled to revoke this Offer during its term and with respect to any quantity of the shares. In such instances, the Offer is terminated at the moment when Offer revocation was published, therefore no obligations on behalf of the Offeror as to fulfillment of the Offer with respect to shares indicated in the claim which was received after the date of Offer s revocation shall apply. Offeror s obligations which exist under the agreements concluded as a result of Offer acceptance according to clause 3 hereof, and till the date of Offer s revocation, including obligations to pay for Securities received by the Offeror, shall be performed by the latter in full and in accordance with terms stipulated herein. 3. OFFER ACCEPTANCE PROCEDURE The Offer shall be accepted within the period starting from its publication in accordance with sub-clause 2.2. hereto till September 29, 2017 (inclusive) (the Offer Period). The Offeror is entitled to change the aforementioned term for Acceptance and its terms by publishing the amendments to this Offer in accordance with sub-clause 2.2. hereto.

2 It is understood that Acceptance term and conditions of this Offer shall be deemed as amended from the date of publication of such amendments. Offeror s obligations which exist under the agreements concluded as a result of Offer acceptance, and till the date of Acceptance term amendment, including obligations to pay for Securities received by the Offeror, shall be performed by the latter in full and in accordance with terms stipulated herein and disregarding such amendments The Acceptance of this Offer by the Owner shall be made by providing the Offeror (his authorized person) within the terms stipulated in sub-clause 3.1. with the Claim and a document which confirms the transfer of securities from the owner s account in the Register, or depository account by one of the following methods: by mail to the following address: Lesnaya str. 5B, Moscow, , Russia, White Square Office Center, 12th floor handled in person to the following address: Lesnaya str. 5B, Moscow, , Russia, White Square Office Center, 12th floor, Monday through Friday from 10 a.m till 5 p.m. (Moscow time); handled in person to the following address of the Registrar: Buzheniniva str. 30 bld.1 JSC Novyi Registrator. Monday through Thursday from 10 a.m till 5 p.m., Friday from 10 a.m till 4 p.m (Moscow time) 3.3. The Acceptance by the Owner is irrevocable and cannot be disputed or canceled by the Owner only based on the fact that the acceptance was made not by the shareholder himself/herself, but by the securities holder or his/her authorized representative The Securities transferred to the Offeror under this Offer shall be entering Offeror s account free of any liens and encumbrances using the following details: When transferring Securities from owner s account in Register: Type of separate account Separate account of the owner Name of the registered entity LIMITED LIABILITY COMPANY "AGRO- INDUSTRIAL COMPLEX "MIKHAILOVSKY" PSRN, registration authority , registered by Inter-District Inspectorate of the Federal Tax Service for the city of Moscow No.46, registration date: May 25, 2005 Name and details of the document which serves as a ground for entry to the register - Public offer by LLC "AIC "MIKHAILOVSKY" for purchase of securities of PJSC Cherkizovo Group; - Claim by (the Owner) as to the sale of securities dated (date) When transferring securities intra-depository to the account via NSD: Beneficiary LIMITED LIABILITY COMPANY "AGRO- INDUSTRIAL COMPLEX "MIKHAILOVSKY," PSRN dated May 25, 2005 and registered by Inspectorate of the Federal Tax Service for the city of Moscow No.46 Type of account depositary account Account number depositary account of LLC "AIC "MIKHAILOVSKY" in PJSC Sberbank Depository No Grounds for securities transfer - Depository Agreement No.4000/СС-1111С16005 dated December 16, 2011 between LLC "AIC "MIKHAILOVSKY" and PJSC Sberbank. - Intra-depository agreement No.25/ДМС-0 dated December 30, 1998 between PJSC Sberbank and NSD. - Public offer by LLC "AIC "MIKHAILOVSKY" for purchase of securities of PJSC Cherkizovo Group; - Claim by (the Owner) as to the sale of securities dated (date) All necessary actions and costs concerning transfer of the ownership title for respective Securities (including payment for services and Registrar s registration fees, taxes envisaged by the Tax code of Russian Federation, etc.) shall be done by the Owner that accepts this Offer. 4. PAYMENTS FOR SECURITIES The payment for the Securities shall be made with monetary funds of the Russian Federation (Russian Rubles) by means of wire transfer within 5 (five) working days from the date of receiving of the Claim and a document which confirms the transfer of securities from the owner s account in the Register, or depository account:

3 Individuals who are registered within shareholder register of PJSC Cherkizovo Group by means of transfer to the bank accounts with details available to Registrar. Offeror s payment obligation concerning purchased shares shall be deemed as fulfilled from the moment when monetary funds were transferred to the banking institution which manages the account of the entity entitled for such payment, and when such entity is a banking institution, to such institution s account Individuals who are not registered within shareholder register of PJSC Cherkizovo Group by means of transfer to the bank account of nominee shareholder that is registered within shareholder register of PJSC Cherkizovo Group. Offerer s payment obligation concerning purchased shares shall be deemed as fulfilled from the moment when monetary funds were transferred to the banking institution which manages the account of the nominee shareholder hat is registered within shareholder register of PJSC Cherkizovo Group, and when such nominee shareholder is a banking institution, to such institution s account. The nominee shareholder that is registered within shareholder register of PJSC Cherkizovo Group shall pay monetary funds to its depositors by means of their transfer to the bank accounts not later than next working day after the day when such nominee shareholder gave relevant instruction to the Registrar. The nominee shareholder that is registered within shareholder register of PJSC Cherkizovo Group shall pay monetary funds to its depositors by means of their transfer to the bank accounts not later than next working day after the day of monetary fund s arrival and receipt of information as to sold shares from the depository where he or she is a depositor The due payment for the Securities shall be calculated by multiplying Per share price or Per GDR price by the number of Securities arrived at Offeror s separate account In cases when Claim by Owner states excessive number of Securities compared to the number of Securities arrived to the Offeror s separate account as instructed by such Securities owner, the Offeror is entitled, at its own discretion, to pay for the Securities which arrived to Offeror s separate account or return Securities in full or in part defined by the Offeror In cases when Claim by Owner states excessive number of Securities compared to the number of Securities purchased by the Offeror according to this Offer, the Offeror is entitled, at its own discretion, to pay for the Securities which arrived to Offeror s separate account or return Securities in full. Costs concerning such return shall be bore by the Offeror In cases when Claim by Owner states fewer number of Securities compared to the number of Securities arrived to the Offeror s separate account as instructed by such Owner, the Offeror is entitled, at its own discretion, to pay for the Securities which arrived to Offeror s separate account or pay for the Securities stated in the Claim and return the Securities owner those Securities which were transferred in excess, or return Securities in full Offeror s obligations shall be deemed fulfilled from the moment of monetary fund s discharge from his/her settlement account as a payment for purchased Securities Securities shares which were acquired by the Offeror prior to their full payment by the latter shall not be considered as being pledged by the Owner. 5. REPRESENTATIONS AND WARRANTIES 5.1. Parties hereby guarantee to each other that they are authorized to enter into a purchase agreement of Securities in accordance with terms and conditions stipulated herein and undertake obligations provided by such purchase agreement. Parties hereby guarantee that all necessary decisions are taken, including recognizing this purchase agreement of Securities as significant and interested party transaction, all necessary approvals are obtained and all needed notifications required for signing and proper execution of this purchase agreement are issued and that such actions do not violate current legislation of the Russian Federation Owner guarantees to the Offeror that at the moment of this Offer acceptance the Securities are free of any liens and encumbrances, are not disputed in court and are not limited in circulation or claimed by any third person. REPUDIATION OF THE AGREEMENT AND IMPROPER ACCEPTANCE 6.1 The Offeror may consider the acceptance by the Owner as improper and invoke loss of agreement or repudiate the agreement in cases when: the Claim was issued not in accordance with Annex 1 or lacks all necessary information in it; the Claim or other documents provided by the Owner contain knowingly false or inaccurate statements; the Offeror is not capable to perform its payment obligations with respect to purchased Securities using the payment details available from the Registrar; prior to September 29, 2017 the purchased Securities under this Offer are not transferred from the Owner s account stipulated in sub-clause 3.4. hereto in quantity defined in the Claim; stipulated in sub-clause 4.3. hereto; stipulated in sub-clause 4.4. hereto; stipulated in sub-clause 4.5. hereto;

4 7. FINAL PROVISIONS Out-of-court dispute resolution procedure is mandatory for disputes arising out of this Offer. The Party receiving a claim shall consider it and respond on the merits of the claim no later than 15 (fifteen) calendar days from the date of receipt of the claim. If Parties fail to resolve the dispute (including violation of terms stipulated herein for responding to the claim) within 45 (forty-five) calendar days from the day of claim receipt by the Party, all disputes, disagreements and claims arising out of this Offer or related thereto shall be resolved in accordance with the laws of the Russian Federation at the Offeror s location (Moscow) All questions Owners have and which arise out of this Offer can be answered over the telephone: +7(495) (extension 15962) The Offeror keeps the original counterpart of this Offer Attachments to this Offer: Annex 1: The form of the claim by the Owner stating the acceptance of the Offer by organizations; Annex 2 The form of the claim by the Owner stating the acceptance of the Offer by individuals. Director LLC "AIC "MIKHAILOVSKY" S.I. Mikhailov

5 Annex 1 to the Public offer for purchase of securities of PJSC CHERKIZOVO GROUP To: LIMITED LIABILITY COMPANY "AGRO-INDUSTRIAL COMPLEX "MIKHAILOVSKY" From: Full name of the entity: PSRN TIN Address (location): Name of registration authority: Registration date Contact telephone numbers Numbers of depository (intradepository) agreements (is filled for shares with nominee shareholder) CLAIM ON SECURITIES SALE RESULTING FROM THE ACCEPTANCE OF THE PUBLIC OFFER Due to receipt of the Public offer from the LIMITED LIABILITY COMPANY "AGRO- INDUSTRIAL COMPLEX "MIKHAILOVSKY" (LLC "AIC "MIKHAILOVSKY") as to purchase of securities of PUBLIC JOINT STOCK COMPANY "CHERKIZOVO GROUP" (hereinafter referred to as the Offer), On behalf of the Company we hereby claim that we fully and unconditionally agree with the terms of the Offer and intend to sell the following number of owned securities to the LLC "AIC"MIKHAILOVSKY": Securities type, tier: Registration number of the securities issue or ISIN: Quantity: ( ) shares at the price stated in the Offer. The company hereby guarantees that the shares stated in this claim belong to the company and are not disputed by the third parties, free from arrest and any liens and encumbrances. Title, signature and handwritten full name of signatory of the company s authorized representative Date, 2017

6 Appendix 2 to the Public offer for purchase of securities of PJSC CHERKIZOVO GROUP To: LIMITED LIABILITY COMPANY "AGRO-INDUSTRIAL COMPLEX "MIKHAILOVSKY" For individual: Full name Name of identification document Document number Date of issue: Name of issuing authority Date of birth Registered address Contact telephone numbers Numbers of depository (intradepository) agreements (is filled for shares with nominee shareholder) CLAIM ON SECURITIES SALE RESULTING FROM THE ACCEPTANCE OF THE PUBLIC OFFER Due to receipt of the Public offer from the LIMITED LIABILITY COMPANY "AGRO- INDUSTRIAL COMPLEX "MIKHAILOVSKY" (LLC "AIC "MIKHAILOVSKY") as to purchase of securities of PUBLIC JOINT STOCK COMPANY "CHERKIZOVO GROUP" (hereinafter referred to as the Offer), I hereby claim that I fully and unconditionally agree with the terms of the Offer and intend to sell the following number of owned securities to the LLC "AIC "MIKHAILOVSKY": Securities type, tier: Registration number of the securities issue or ISIN: Quantity: ( ) shares at the price stated in the Offer. I hereby guarantee that the shares stated in this claim belong to me and are not disputed by the third parties, free from arrest and any liens and encumbrances. I hereby guarantee that I have obtained necessary spousal consent for the sale of aforementioned securities to the entity (person) which submitted the Offer on terms and conditions stipulated in the Offer. Signature and handwritten full name of signatory Shareholder or his/her authorized representative Date, 2017