AIM First Day Dealings

Aurora Russia Limited 24 March 2006 THIS DOCUMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN Aurora Russia Limited First Day of Dealings on the Alternative Investment Market (LONDON, 24 March 2006) - Aurora Russia Limited (the 'Company' or 'Aurora Russia'), an investment vehicle established to make equity or equity related investments in small and mid-sized private companies in Russia which are focused on the financial, business and consumer services sectors, announces that the Company's shares have today been admitted to trading on the Alternative Investment Market ('AIM') of the London Stock Exchange ('Admission'). The Company's trading ticker symbol is AURR. This follows the successful placing with institutional investors (the 'Placing') which raised £75 million (before expenses) for the Company. Investec is the Company's nominated adviser and Investec and Altium Capital are the Company's joint brokers. The Company's directors (the 'Directors') believe that the Russian market has exciting growth prospects and that Aurora Russia and the Manager are well placed to identify and evaluate appropriate investment opportunities which fall within its chosen sectors. The Admission provides investors with: • The opportunity to benefit from the skills and experience of a management team, led by John McRoberts and James Cook, who combine over 20 years' of experience of working with approximately 120 small and mid-sized companies in Russia • An opportunity to gain exposure to equity or equity related investments in small and mid-sized private growth companies in Russia • Exposure to Russia which has enjoyed a sustained period of economic growth with a real GDP growth rate of 7.2% in 2004 and significant growth in disposable incomes • A focus on sectors in which, in the opinion of the Directors, there is potential for growth together with viable exit opportunities: the financial, business and consumer services sectors • An opportunity to invest in the Russian market at a time when the services sector has become an increasingly important contributor to growth Commenting on the successful Placing, Sir Trevor Chinn, Non-Executive Chairman, said: 'We are delighted that the launch of the Company has met with such strong interest in investing in Russia and in our management team, with its significant expertise in both sourcing deals and investing in Russian companies.' James Cook, Executive Director of the Manager, commented: 'We believe that Aurora Russia will be ideally placed in the coming years, to capitalise on a Russian economy whose continued growth will be most felt in the services sectors on which we are focused. The Company will enable investors to have exposure to this opportunity, on a portfolio basis, through an AIM listed company and with a management team with considerable experience in the region.' John McRoberts, Executive Director of the Manager, said: 'We will be focusing on the best of our investment opportunities and accordingly we have raised £75 million in our IPO, from blue-chip institutions. This is a smaller fund than the maximum we had considered, ensuring that the fund will be invested in the highest quality opportunities and more quickly than previously anticipated. It will also mean that we can spend more time, and at an earlier stage, assisting the businesses with their growth plans and development.' PLACING STATISTICS Placing Price £1.00 Number of Placing Shares 75,000,000 Number of Ordinary Shares in issue immediately following Admission 75,000,000 Gross proceeds of the Placing receivable by the Company £75,000,000 Net proceeds of the Placing receivable by the Company after expenses £70,500,000 Market capitalisation of the Company at the Placing Price £75,000,000 Contacts: Aurora Russia Limited Today: +44 20 7831 3113 John McRoberts Thereafter: +7 495 799 6595 James Cook Investec: Nominated Adviser and joint Broker Rupert Krefting +44 207 597 5970 Chris Godsmark Paul Gray Altium: Joint Broker Garry Levin +44 20 7484 4040 Tim Richardson Financial Dynamics Giles Sanderson +44 20 7831 3113 Svetlana Fedyunin NOTES FOR EDITORS Investment Strategy and Policy Investment Strategy The strategy of Aurora Russia is to make equity or equity related investments in small and mid-sized private Russian companies focused on the financial, business and consumer services sectors where the Directors believe there is potential for growth together with viable exit opportunities within two to four years of making such investments. The Company intends to provide its investee companies with the necessary capital and the Manager shall provide hands-on operational support to deliver significant step changes in performance and value creation. The Company aims to be the investor of choice for small and mid-sized private Russian companies seeking capital. The Manager will work closely with the management of each investee company to create value by focusing on driving growth through revenue creation, margin enhancement and extracting cost efficiencies, as well as implementing appropriate capital structures to enhance returns. The Directors intend to make investments in companies or businesses with competent and motivated management which have a presence in growing markets, which enjoy brand recognition, have scalable business models, have strong relationships with customers and suppliers and with transparent accounting policies. Aurora Russia will target companies with Enterprise Values of up to approximately £100 million and will seek to secure blocking or controlling stakes and board representation. Aurora Russia intends generally to take equity stakes of greater than 20 per cent. in each portfolio company. It is anticipated that each equity investment will typically be between £5 million and £25 million. The Directors are currently considering investing in ten to twelve such investee companies and intend that the funds of the Company will be substantially invested within 18 months of Admission. The Directors will, when appropriate, consider how best to realise value for Shareholders whether through a trade sale, flotation or secondary refinancing of the investee companies. The proposed exit route will form a key consideration of the initial investment analysis. Investment Policy In assessing the companies in which to make an investment, the Manager and the Directors will give consideration to, amongst other factors, each entity's medium to long term prospects and the extent to which they believe the entity displays the following characteristics: • Competent and motivated management - Dynamic management teams - Challenging performance based remuneration structures • Accounting transparency - International Financial Reporting Standards • Growth potential - Operate within fragmented markets with consolidation opportunities - Ability to create value through economies of scale - Blue-chip clients and relationships capable of further development - Control over business elements that drive competitive advantage and increase market share - Clear advantages in distribution and brand recognition - First entry advantage • Viable exit opportunities, including: - Trade Sale - Flotation - Secondary re-financing Although these characteristics are important criteria for assessing a prospective investment, every investment opportunity will also be analysed by reference to the potential risks and rewards of the investment itself and its valuation; an investment may be made even in the absence of some of these characteristics. In general, investments will only be made when the Manager and the Directors believe that the investments have a reasonable prospect of an exit or that the investment is expected to return capital and an attractive dividend or profit stream within a reasonable period of time. Proposed Investments The Manager has identified and, in most cases, initiated discussion with a number of potential investee companies which the Manager believes fall within the Company's investment criteria. There is, however, no guarantee that any of these investment opportunities will be completed by the Company. The types of investment opportunities identified by the Manager include: • A money transfer business providing money transfer services primarily to immigrant workers living in Russia who send money to their families living in a number of former Soviet Republics. This company is currently part of a bank and is being 'spun off' as an independent entity. This company intends to roll out a network of its own outlets in Russia and CIS and to increase its agency network. The company's shareholders intend to effect a flotation of this business within the next two years. • A document storage business which provides outsourced facilities to corporate clients for the storage and management of their documentation. With the cost of real estate in central Moscow reaching levels on average of US$700 per square metre, the Directors believe that offsite management and retention is becoming increasingly important to Moscow based businesses. A capital injection by Aurora Russia would be used, inter alia, to enable the company to expand its operations. • An auto leasing business which provides vehicle fleet management services mainly to multi--national corporate clients. Services include the provision of a fully managed and funded fleet of vehicles on an operating lease basis to corporate clients, including maintenance and insurance thereof. A capital injection by Aurora Russia would be used, inter alia, to improve fleet acquisition terms, increase the geographical spread of the business and increase the scale of its operations. • A financial supermarket which provides consumers with residential mortgages (including equity release loans), credit cards and personal loans. This company intends to invest in an existing banking operation which will roll out retail units initially in Moscow and St. Petersburg to help satisfy the growing demand for these products. With the Russian mortgage market expected to grow at approximately 70 per cent. each year until 2010, the Directors believe that there is an opportunity to provide (a) consumers access to mortgages through 'user friendly' retail locations and (b) equity release loans to homeowners which would be used to fuel consumer demand in Russia. The Placing is not conditional upon the Company making an investment in any of the above investment opportunities. Background to the Russian opportunity Over the past five years, Russia has enjoyed a sustained period of strong economic growth. As a result, disposable incomes continue to grow significantly and now compare favourably with more developed economies. According to survey by AC-Nielsen released in January 2006, only 5 per cent. of Russian respondents said they had no extra cash after covering essential expenses, compared with an average of 10 per cent. worldwide. With plenty of extra cash to spend, 70 per cent. of Russians said that they would spend their money on consumer goods. Trade, including wholesale and retail trade, has become a major sector of the Russian economy, reaching 21.3 per cent. of total GDP in 2004. Retailing has become an increasingly significant proportion of economic growth, with real turnover increasing by 9.8 per cent. per annum on average in 2000-04. The Directors of Aurora believe that in the coming years the continued growth in the Russian economy will have a favourable effect on the services sectors of the economy for the following reasons: • Real disposable income growth is likely to continue at 6.5-7.5 per cent. a year in 2005-10, strongly supporting growth in retail turnover. Real appreciation of the rouble is also positive for retail growth. • The government continues its efforts to increase the incomes of the poorest part of the population (pensioners and budget-funded employees) and considers this as a key social priority. In 2005-07, real growth of pensions should total 50 per cent., while the real wage increase is set at 10 per cent. per year in the 2005-07 budgets. Economic theory suggests that growth in wages and salaries should lead to a proportional increase in consumption, while incomes that are not related to labour, such as dividends, interest, and so on, are more important to savings growth. • Credit availability also strengthens the demand for consumer goods, which opens avenues for expansion of consumption and a parallel increase in the retail sector. In the coming years, it is expected that consumer credit will become more common not only in Moscow and St. Petersburg (although these cities account for more than 50 per cent. of Russia's total retail turnover) but in other regions as well. The Russian banking sector has also evolved over the past thirteen years reflecting the new needs and challenges of the market economy. Although it remains underdeveloped and relatively weak compared even to Central and Eastern Europe countries, with banking assets of just 42.5 per cent. of GDP, the Directors believe that its position in the economy is expected to grow for the following reasons: • The banking sector has become a main player in the business payments settlement process. The share of barter deals in inter-enterprise settlements has dropped significantly, while the share of cash payments via the banking system has increased on the back of economic stabilisation and improvements to this sector. • Economic and political stabilisation have vastly improved since the mid-nineties which has boosted development of the banking sector. • Introduction of deposit insurance in 2004 has resulted in an increase in private deposits from US$96 billion in December 2004 to US$110 billion by June 2005, or by 17 per cent. The growth in disposable incomes has led to improvements in the prospects of the housing construction sector. Residential construction is expected to continue to grow by more than 10 per cent. a year in the medium term, pushing the cumulative growth of construction to 8.5 per cent. in 2005-10. Moreover, Russia's mortgage system is gradually developing. According to a recent study by McKinsey, the mortgage market in Russia could reach US$25 billion by 2010. Loans secured against property were around US$1 billion in 2005, or 0.3 per cent. of GDP. Key Biographies Sir Trevor Chinn CVO (aged 70) - Non-Executive Chairman Sir Trevor Chinn is currently Chairman of the Automobile Association. He became Chairman in October 2004 when it was acquired by CVC Capital Partners and Permira. He is also Chairman of AIM-listed ITIS Holdings plc, a traffic information company and Chairman of AIM-listed Vigilant Technology Ltd, a company which designs and manufactures 'intelligent' solutions for the high-end CCTV security and surveillance market. He is a Member of the Advisory Board of CVC Capital Partners. He was Chairman of Kwik-Fit Group Limited from November 2002 when it was acquired by CVC until August 2005 when it was sold. Sir Trevor Chinn retired in April 2003 as Chairman of RAC plc (formerly Lex Service PLC) after 47 years service. In 1999 he was appointed by the Deputy Prime Minister, John Prescott, as Vice Chair of the Commission for Integrated Transport, stepping down in June 2004. He was also asked to form and continues to chair the Motorists' Forum. He is a Director of Automotive Skills, the Skills Council for the retail automotive industry. He was awarded the CVO in 1989 and a knighthood in 1990 for his charitable activities. John McRoberts (aged 45) - Executive Director of the Manager Mr McRoberts has over nine years experience providing corporate finance advice to companies operating in Russia. In 1998, Mr McRoberts set up the corporate finance business of Altium (formerly Apax Partners Corporate Finance) in Russia and managed the business until 2003. He has completed a number of transactions in Russia, including several in the media and services sectors. Mr McRoberts has recently resigned as the head of the Corporate Finance Advisory Practice at Deloitte & Touche in Moscow to focus on the Company. Mr McRoberts holds an MBA in Finance from the Garvin School of International Management in Arizona and a BSC in Finance from Arizona State University. James Cook (aged 42) - Executive Director of the Manager Mr Cook has over 12 years experience advising, founding and managing companies in the consumer finance, residential mortgage lending and leasing sectors in Russia. He is a former Executive Vice President of Delta Capital, Chairman of Delta Financial Services Group and the founder, Chairman and CEO of ZAO DeltaCredit. He was also co-founder and Chairman of ZAO DeltaLeasing (now known as Europlan), a major provider of equipment and automobile fleet leasing in Russia. Mr Cook previously served as Chairman and CEO of ZAO DeltaBank, one of Russia's pioneers in consumer finance and the major provider of VISA credit cards in Russia. In 2004, ZAO DeltaBank was sold to GE Consumer Finance Russia. Mr Cook became Chairman and CEO of GE Consumer Finance Russia prior to this sale and has recently resigned from this position to focus on the Company. He is currently a non-executive director of ZAO Forus Bank. Mr Cook was a Merit Scholar at Hampden-Sydney College and holds a B.S. in Finance from Virginia Tech. Mr Cook is a Russian speaker. This document, which has been issued by the Company and is the sole responsibility of the Company, has been approved for the purposes of Section 21 of the Financial Services and Markets Act 2000 of the United Kingdom by Investec Bank (UK) Limited of 2 Gresham Street, London EC2V 7QP. This document does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase any securities and any purchase of securities of the Company pursuant to the Placing should only be made on the basis of the information contained in the formal admission document issued in connection with the Placing (the 'Admission Document') and any supplement or amendment thereto. The Admission Document contains detailed information about the Company and its management, as well as financial statements and other financial data. The Placing will be made in the United Kingdom to institutional investors. Neither this document nor any copy of it may be taken or transmitted into the United States, Australia, Canada or Japan or to a resident, national or citizen of the United States, Australia, Canada, the Republic of South Africa, the Republic of Ireland or Japan. The Placing and the distribution of this document and other information in connection with the Placing in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The Company's ordinary shares (the 'Shares') have not been and will not be registered under the applicable securities laws of Australia, Canada or Japan and may not be offered or sold within the United States, Australia, Canada, the Republic of South Africa, the Republic of Ireland or Japan or to, or for the account or benefit of citizens or residents of the United States, Australia, Canada, the Republic of South Africa, the Republic of Ireland or Japan. The Shares may not be offered or sold in the United States absent registration or an exemption from registration. The price and value of securities may go down as well as up. Past performance is not necessarily a guide to future performance. Persons needing advice should contact a professional adviser who specialises in advising on the acquisition of shares and other securities. This document includes statements that are, or may be deemed to be, 'forward-looking statements'. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms 'believes', 'estimates', 'plans', 'projects', 'anticipates', 'expects', 'intends', 'may', 'will', or 'should' or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts and include statements regarding the Company's intentions, beliefs or targets. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this document reflect the Company's view with respect to future events as at the date of this document and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy and liquidity. Save as required by law or by the Listing Rules of the Financial Services Authority, the Company undertakes no obligation publicly to release the results of any revisions to any forward-looking statements in this document that may occur due to any change in its expectations or to reflect events or circumstances after the date of this document. Information in this document or any of the documents relating to the Placing cannot be relied upon as a guide to future performance. Investec, who is authorised and regulated in the United Kingdom by the Financial Services Authority, is advising Aurora Russia in relation to the Placing and no one else and will not be responsible to anyone other than Aurora Russia for providing the protections afforded to the customers of Investec nor for providing any advice in relation to the Placing or any other matter referred to herein. Altium, who is authorised and regulated in the United Kingdom by the Financial Services Authority, is advising Aurora Russia in relation to the Placing and no one else and will not be responsible to anyone other than Aurora Russia for providing the protections afforded to the customers of Altium nor for providing any advice in relation to the Placing or any other matter referred to herein. This information is provided by RNS The company news service from the London Stock Exchange
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