Etalon Group has announced the preliminary results of the secondary public offering of additional issue ordinary shares on the Moscow Stock Exchange. This is stated in the company's message.
On February 9, 2026, the company's Board of Directors set the placement price at 46 rubles per share, in accordance with the previously announced price target, and also approved a long-term management motivation program of 22 million shares. The program provides for the right to purchase ordinary shares of MKPAO Etalon Group in case of fulfillment of strategic goals related to the growth of capitalization and increase in profitability of the group. The schedule of the LTI program is designed for several tranches up to and including 2028. The program pool is formed from the ordinary shares of MKPAO Etalon Group, acquired by a subsidiary of the group as part of the announced placement.
The collection of preliminary applications within the framework of the placement was carried out from January 26 to February 9 inclusive.
At the moment, the company has received applications for the acquisition of about 411 million shares, including an application from the company's largest shareholder, PJSC AFK Sistema, for 377 million shares, an application from the company's subsidiary for 22 million shares to form the LTI program pool, as well as applications for more than 12 million shares for the remaining components of the offering, including 11 million shares in the framework of the exercise of the pre-emptive right.
The payment period for shares acquired under the pre—emptive right is until February 17 inclusive. The Company intends to conduct an additional collection of applications for the placement of shares that have not been paid as part of the pre-emptive placement.
The total number of shares to be placed under the SPO will be announced after the end of the pre-emptive share payment period, but no later than February 20, 2026.
The company and its controlled entities have made standard commitments not to sell the company's shares within 180 days from the date of completion of the SPO, and the company's largest shareholders — within 90 days from the same date.
All funds raised under the SPO will be transferred to the company (100% cash-in). Of these, the company intends to allocate 14.1 billion rubles to finance a strategic acquisition of JSC Business Real Estate, which owns land and commercial real estate in attractive locations in Moscow and St. Petersburg. The remaining funds are planned to be used for business development, debt reduction and general corporate needs of the group.
The SPO will allow the company, among other things, to finance the strategic acquisition of BN from PJSC AFK Sistema for 14.1 billion rubles. The deal will allow the company to become one of the largest Russian premium developers and expand its presence in promising and sustainable segments of the real estate market.
BN's portfolio includes 42 land plots and commercial real estate facilities. Most of the plots will be used for the construction of business and premium class residential real estate in prestigious locations in Moscow and St. Petersburg, including on the first coastline of the Serebryany Bor recreational area.
BN's assets have significant value growth potential due to residential and commercial real estate development.
The development potential of the 18 facilities that the company plans to develop primarily exceeds 200 thousand square meters. m. The expected revenue from their sale by 2032 will amount to more than 185 billion rubles. with a gross margin of more than 40%. For 17 of the 18 projects, decisions of the relevant authorities have been received approving the appropriate type of development and approving possible technical and economic indicators of the projects.
The remaining BN sites are also expected to become a significant source of profit for the group, including after the completion of their development potential.
The purchase of BN is in line with the company's strategy to expand the share of premium projects in the portfolio, develop the AURIX premium brand, and diversify the land bank.
PJSC Sistema Joint Stock Financial Corporation (AFK Sistema, TIN 7703104630) is a public diversified corporation. AFK Sistema was founded in 1993.
Share capital structure: 49.2% — individual, 32.6% — shares in free circulation, 15.3% — individual, 2.9% — ordinary shares owned by AFK Sistema Group companies, members of the Board of Directors and management of PJSC AFK Sistema.
AFK Sistema's revenue under IFRS for the first 9 months of 2025 increased by 9.4% to 972 billion rubles. year by year. OIBDA increased by 14.4% to RUB 281.5 billion. The total assets of AFK Sistema Group amounted to 2.9 trillion rubles as of September 30, 2025.
The Etalon Group was founded in 1987. Since 2021, the company has been developing in regional markets and building projects in Omsk, Novosibirsk region, Yekaterinburg, Tyumen and Kazan.
Shareholders as of December 31, 2024: AFK Sistema — 48.8%, Mubadala Investment Company — 6.3%, Kopernik Global Investors — 5%, Prosperity Capital — 4.1%; in free circulation — 35.2%.
As of December 31, 2024, Etalon Group controls 130 legal entities (as of December 31, 2023 — 126).
Etalon Group's net loss under IFRS for the first half of 2025 amounted to 8.9 billion rubles. Revenue increased by 35% to 77.4 billion rubles. Gross profit increased by 7% and amounted to 20.9 billion rubles. Adjusted EBITDA increased by 22% and reached RUB 16.3 billion.
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