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Company update - arrangements to allow Raven to dispose of Russian business and proposed cancellation of listing
RAVEN PROPERTY GROUP LIMITED
Incorporated in Guernsey
Company number 43371
LSE share code: RAV JSE share code: RAV
ISIN: GB00B0D5V538
(“Raven” or the “Company”)
COMPANY UPDATE – ARRANGEMENTS TO ALLOW RAVEN TO DISPOSE OF THE RUSSIAN
BUSINESS TO THE RUSSIAN MANAGEMENT TEAM AND PROPOSED CANCELLATION OF
THE LISTINGS IN THE COMPANY’S SHARES
The Board of Raven is deeply saddened by the events in Ukraine and sincerely hopes for a peaceful resolution
as soon as possible. The events which began on 24 February 2022 and the subsequent impact of sanctions
have made it impracticable for the business to continue in its current form and the Board announces that it has
entered into an arrangement to allow it to divest itself of its Russian business to Prestino Investments Ltd, a
Cypriot company, to be owned and controlled by Raven’s Russian management team, led by Igor Bogorodov
(“the Transaction”). The Board believes this to be the most effective way to meet any further sanction and
counter sanction requirements. In light of the Transaction and the matters set out in this announcement
including the conditionality surrounding the exercise of the put option, it is the Board’s intention that the
listings of the Company’s shares be cancelled.
The Transaction
The Transaction is structured as a put option for nominal cost in the Company’s favour, to allow it to dispose
of the entire issued ordinary share capital of Raven Russia (Holdings) Cyprus Limited (“RRHCL”) (being the
existing owner of all of the Group’s Russian assets and related debt) to its Russian management team, for
nominal consideration.
RPG’s ability to exercise the put option will be conditional, inter alia, on the Company’s cancellation of the
London listing of its ordinary shares and the subsequent completion of the disposal will be conditional upon
satisfaction of any required regulatory and other approvals. There is no binding obligation on the Company to
exercise the option and its exercise is solely at the discretion of the Company. In the event the option is
exercised, the Company would retain an economic interest in RRHCL via existing unsecured loans of £41
million and Rub1.1 billion to RHHCL and non voting preference shares of £678 million, attracting a coupon
of 8%, 15% and 10% per annum respectively and with a term of ten years until maturity. The preference
shares are not convertible and will be issued to the Company as part of a restructuring of RRHCL’s balance
sheet, converting the total of its existing share premium account to preference shares by way of a a bonus
issue . The denomination of the instruments is as noted above. As explained later in this announcement, due to
the current circumstances in Russia, the introduction of international sanctions and Russian counter sanctions,
exchange controls limiting the movement and conversion of roubles to hard currency and the impact that is
having and will continue to have on the Russian economy, the Company is unable to assess the current value
of these loans and preference shares or the ability of RRHCL to service these loans or preference shares in the
future at this time.
Following the exercise of the put option RPG will hold the loan and preference share assets above along with
any cash balances. Its principal commitment will be its own preference shares.
Suspension of listings
Prior to this restructuring, the unaudited balance sheet of RRHCL at 31 December 2021 had net assets
equivalent to £437 million, including the loans and share premium account noted above and unaudited net
operating income for the year to 31 December 2021 equivalent to £108 million. The Russian business has
collected 97% of all rents due in the year to date and remains 97% let at today’s date. It is also expected that
all debt service obligations will be met at the quarter end should sanctions allow for payment. However, as
intimated in the announcement of 2 March 2022, sanctions and counter sanctions are severely limiting the
Company’s ability to access funds from its Russian subsidiaries and exchange controls are limiting the ability
to convert roubles into alternative currencies, even at the current punitive exchange rates. The uncertainty
around the impact of those international sanctions and any Russian counter sanctions on the Russian economy
make any estimate of the current net asset value of the Company and RRHCL or any assessment of their
future income profile unfeasible at this time. This situation will persist both pre and post the announcement of
the Transaction and following the exercise of the put option unless there is a significant lifting of sanctions.
As a result of the Company’s inability to accurately assess its current financial position and inform the market
accordingly, the Company requested and was granted a suspension of its ordinary shares and preference shares
to trading on the London Stock Exchange effective at 7.30a.m. this morning. Similar suspensions will apply
to the Company’s listings on TISE, JSE and MOEX.
De-listing of ordinary and preference shares
As noted above, RPG’s ability to exercise the put option is conditional, inter alia, on cancellation of the
London listing of the Company’s ordinary shares. Consequently, the Board intends, as soon as practicable, to
prepare and send circulars to go to both ordinary shareholders and preference shareholders and to convene
meetings to propose the required resolutions to cancel the London listings of both share classes (“De-
listings”). It will also look to cancel the secondary listings the Company’s shares have on TISE, JSE and
Moex. Shareholders should note that, if the de-listing of the ordinary shares proceeds, shareholders will not
be able to vote on the exercise of the put option by the Company. The Circulars will include further
information on the Transaction and loan and preference share instruments in RRHCL.
The Directors have confirmed their support for the Transaction and the De-listings. The Company has
discussed the De-listings in detail with its major shareholders and expects their support at the relevant
meetings.
Given the fundamental change in the Company’s business and current political uncertainties, the Board has
delayed the issue of the audited financial statements for the year ended 31 December 2021 until further notice.
In light of the above, it remains unlikely that the Company will pay the preference share coupon for the
quarter ending 31 March 2022 and this will accumulate in accordance with the terms of the instrument. A
further announcement will be made prior to the scheduled payment date.
Richard Jewson, Chairman said:
“In these extraordinary times it has become necessary to take extraordinary measures in order to protect all
employees and stakeholders in our business. The combination of volatile markets and the continual risk of
sanctions and counter sanctions necessitates this Transaction. We hope and pray for peace.”
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS CONSIDERED BY RAVEN
PROPERTY GROUP LIMITED TO CONSTITUTE INSIDE INFORMATION PURSUANT TO ARTICLE 7
OF EU REGULATION NO. 596/2014 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION
WILL BE CONSIDERED TO BE IN THE PUBLIC DOMAIN.
THE PERSON RESPONSIBLE FOR ARRANGING FOR THE RELEASE OF THIS ANNOUNCEMENT
ON BEHALF OF THE COMPANY IS BENN GARNHAM, COMPANY SECRETARY.
17 March 2022
Enquiries
Raven Property Group Limited Tel: + 44 (0) 1481 712955
Anton Bilton
Glyn Hirsch
Novella Communications (public relations Tel: +44 (0) 203 151 7008
adviser)
Tim Robertson
Fergus Young
Singer Capital Markets (UK broker) Tel: +44 (0) 207 496 3000
Investment Banking - James Maxwell / Alex Bond
Markets - Alan Geeves / James Waterlow
Java Capital (South African Sponsor) Tel: +27 (11) 722 3050
Jean Tyndale-Biscoe / Andrew Brooking
Renaissance Capital (Russian broker) Tel: + 7 495 258 7770
David Pipia
Ravenscroft Consultancy & Listing Services Tel: + 44 (0) 1481 732746
Limited (TISE sponsor)
Semelia Hamon
About Raven Property Group
Raven Property Group Limited was founded in 2005 to invest in class A warehouse complexes in Russia and
lease to Russian and International tenants. Its Ordinary Shares and Preference Shares are listed on the Main
Market of the London Stock Exchange and admitted to the Official List of the UK Listing Authority and the
Official List of The International Stock Exchange (“TISE”). Its Ordinary Shares also have a secondary listing
on the main board of the Johannesburg Stock Exchange and the Moscow Stock Exchange. The Group operates
out of offices in Guernsey, Moscow and Cyprus and has an investment portfolio of circa 1.9 million square
metres of Grade "A" warehouses in Moscow, St Petersburg, Rostov-on-Don, Novosibirsk and Nizhny
Novgorod and 49,000 square metres of commercial office space in St Petersburg. For further information visit
the Company’s website: www.theravenpropertygroup.com
Date: 17-03-2022 10:00:00
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