Detsky Mir has completed the reorganization procedure in the form of the allocation of 100% of its subsidiary operating company - DM LLC. This is stated in the message of the retailer.
As the next step in the planned transformation, the company's subsidiaries launched programs to purchase ordinary shares of Detsky Mir PJSC from the company's shareholders.
As a general rule, the purchase of shares will be carried out at a price of 71.5 rubles per share (except for cases when non-resident investors from unfriendly states use special conditions for withdrawing funds abroad), which is equal to the share repurchase price during the completed reorganization of the company.
The Company's shareholders are given the opportunity to sell their shares in several ways: by submitting an application at the Moscow Exchange auction; by accepting the voluntary offer of LLC "DMI" received by the company on May 29, 2023; by accepting the voluntary offer of JSC "DMFA" received by the company on May 30, 2023.
The acquisition of shares from the company's shareholders within the framework of the acquisition program at the auction of the Moscow Stock exchange will be carried out by the company's subsidiary – JSC "DMK" – in the period from May 30, 2023 to July 28, 2023 at a price of 71.5 rubles per share. DMK JSC has the right to terminate the acquisition program ahead of schedule, from the moment of concentration of 25% of all outstanding shares in its possession.
Shareholder applications for the sale of shares within the framework of voluntary offers of LLC "DMI" and JSC "DMFA" will be accepted from the date of receipt of voluntary offers by the company until August 8, 2023 inclusive.
The Company has received permission from the subcommittee of the Government Commission for the Control of Foreign Investments in the Russian Federation to make transactions with non-resident investors from unfriendly states and persons under their control. In accordance with the decision of the Board of Directors and in accordance with the conditions specified in the voluntary proposals of LLC "DMI" and JSC "DMFA", as part of the voluntary proposals of LLC "DMI" and JSC "DMFA", non-resident investors from unfriendly states will be entitled to sell their shares on the following conditions: at a price of 71.5 rubles per share with the receipt of funds to accounts of type "C", or at a price of 60.77 rubles. per share with the receipt of funds to the settlement accounts specified by shareholders, bypassing accounts of type "C".
The voluntary proposals of LLC "DMI" and JSC "DMFA" received by the company, in accordance with the requirements of the legislation of the Russian Federation, passed the procedure of state control by the Bank of Russia. Within the period stipulated by the legislation of the Russian Federation, recommendations of the company's board of directors will be adopted in respect of them, which will be published together with other necessary information on the company's website.
If, as a result of the implementation of DP DMI and DP DMFA, any subsidiary of the company acquires more than 30% of the shares, within 35 days from the date of such acquisition, it will be obliged to send a mandatory offer to the remaining shareholders of the company to purchase shares from them. The Company notes that, in accordance with the decision of the Board of Directors, as part of the mandatory offer to purchase shares, which may follow upon completion of the current acquisition programs, non-resident investors from unfriendly states will be able to receive payments only to type "C" accounts.
After the completion of the mandatory offer, the company can be liquidated, provided that the necessary corporate decisions are made. In this case, non-resident investors from unfriendly states and other shareholders of the company who, for one reason or another, will not participate in the current share acquisition programs and the mandatory offer to purchase shares (if it is sent), will be able to receive the property of the liquidated company remaining after the completion of settlements with creditors (liquidation value) as part of a voluntary liquidation of the company.
The Company draws attention to the fact that participation in the announced share acquisition programs is a right, not an obligation of shareholders.
Detsky Mir Group of Companies is a multi–format retail operator, a leader in the segment of children's goods in Russia. The group of companies unites the federal retail chain of Detsky Mir stores, the PVZ Detmir chain of stores, as well as the Zoosaurus chain of animal products.
