First Investment

Aurora Russia Limited 25 July 2006 25 July 2006 Aurora Russia Limited acquires stake in OSG Records Management group of companies Deal marks first investment in Russia following IPO Aurora Russia Limited (the 'Company' or 'Aurora Russia'), the AIM-quoted investment vehicle established to make equity or equity-related investments in small and mid-sized private companies in Russia, announces that it has invested $9.4m (£5.1m) for a 40.31% stake in Whitebrooks Investments Limited ('Whitebrooks'), the holding company of the OSG Records Management group of companies ('OSG RM Group'). OSG RM Group is the market leader in records management in Russia, Ukraine, and Kazakhstan. Aurora Russia's stake is subject to an adjustment mechanism based on the OSG RM Group's 2006 revenues. The Company and OSG RM Group have agreed that an 8% employee stock option programme will be implemented. Therefore Aurora Russia's interest in Whitebrooks on a fully diluted basis will be 37.1%. In addition, Aurora Russia will provide a short-term facility of $5.0m to assist in funding the general corporate and working capital needs of the OSG RM Group. The facility will carry an interest rate of 12% p.a. and provide Aurora Russia with an option to convert any outstanding amounts into equity on the basis of a pre-determined formula, should the OSG RM Group fail to repay them within 12 months of drawdown. This is the first investment by Aurora Russia since its admission to the AIM market in March 2006. The Company is actively pursuing further investment opportunities in the business and financial services segments in Russia. About OSG RM Group OSG RM Group is the regional leader in records management and provides cost-effective total records management, document storage, data security and confidential data destruction solutions. It is the largest operator in Russia, Ukraine and Kazakhstan, with a presence in Poland, Bulgaria, China and Turkey. The directors of Aurora Russia believe that OSG RM Group, which entered the Russian market in 1998, currently controls an estimated 70%+ of the outsourced records management market. OSG RM Group has built up nationwide coverage in Russia with a customer base diversified across industries and dominated by global blue-chip companies. OSG RM Group operates 17 data facilities in total with approximately 180 employees and over 1,000 clients. OSG RM Group has demonstrated significant growth since its formation in 1998. Revenues grew at a compound annual growth rate of 58% from 2000 through to 2005. In the year ended 31 December 2005, OSG RM Group achieved a total revenue of $5.0m, an increase of 53% on the previous year, and EBITDA of $1.2m. Its revenues for 2006 are estimated to increase to $7.6m. The directors of Aurora Russia believe that OSG RM Group is well positioned to capitalise on the region's growth in banking, professional services and telecommunications with the potential for further geographical expansion and a more extensive product offering including more advanced 'value-added' services such as electronic records management. As the Russian economy expands and matures, the demand for ancillary business services, such as records management, is expected to grow substantially. OSG RM Group's senior management team has extensive experience in the sector. It comprises Tim Slesinger (Chief Executive Officer), who founded OSG RM Group in Russia in 1998, Simon Waldron (Chief Financial Officer), Krzysztof Bobrowski (Chief Operating Officer), and Darien Ellul (Director of International Development). As part of Aurora Russia's investment, James Cook will join Whitebrooks' Board of Directors. Investment details The investment of $9.4m (£5.1m) comprises the acquisition of $6.9m of existing Whitebrooks' shares and a share subscription of $2.5m for new Whitebrooks' shares. In addition, Aurora Russia will provide OSG RM Group with a facility of $5.0m to fund general corporate and working capital needs. This facility is unsecured and shall be available for a period of 24 months from completion of the Company's investment in the OSG RM Group. Amounts drawn under the facility will be repayable within 12 months and will be liable to interest at an interest rate of 12% per annum. In the event that any amount due under the facility is not repaid on the date on which such an amount becomes due and payable, then Aurora Russia shall be entitled to convert that amount into shares to be issued by Whitebrooks, according to a pre-determined conversion formula based upon a multiple of three times historical revenues. Commenting on the acquisition, James Cook and John McRoberts, two Directors of Aurora Russia Limited, said: 'OSG RM Group is an established market leader with excellent positioning in the fast growing Russian records management market and the potential for further expansion into neighbouring high growth markets. It is an excellent fit with our investment criteria demonstrating exciting growth potential. We believe that OSG RM Group is uniquely positioned to capitalise on the region's growth in banking, professional services and retail. The additional growth capital we will be providing will enable OSG RM Group to strengthen its presence in these markets and secure further market share. Tim Slesinger, Chief Executive Officer OSG RM Group, said: 'We are absolutely delighted that Aurora Russia has chosen to invest in our business and consider this to be a very suitable partnership. We have a huge amount of respect for the management of Aurora Russia and look forward to working alongside them. This investment will enable OSG RM Group to expand our total records management product offerings and drive growth.' Enquiries Aurora Russia Limited James Cook, Moscow +7 495 580 9749 John McRoberts, London +44 20 7484 4028 Financial Dynamics +44 20 7831 3113 Giles Sanderson Ed Gascoigne-Pees Svetlana Fedyunin Notes to editors: Aurora Russia Aurora Russia floated on the Alternative Investment Market of the London Stock Exchange on 24 March 2006. The Company has been established 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 of Aurora Russia 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 to continue to expand and develop. Aurora Russia shall provide hands-on operational support to deliver significant step changes in performance and value creation. 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. The Company intends generally to take equity stakes of greater than 20% in each portfolio company. It is anticipated that each equity investment will typically be between £5 million and £25 million. OSG RM Group OSG RM Group provides cost-effective total records management, document storage, data security and confidential data destruction solutions worldwide with new data facilities opening continually. Established in 1998, the OSG RM Group now operates 17 storage facilities and approximately 180 employees and is the number one provider in Russia, Ukraine and Kazakhstan, with a presence in Poland, Bulgaria, China and Turkey. OSG RM Group currently has over 1,000 clients ranging from small start-ups to world leaders across all market sectors. This information is provided by RNS The company news service from the London Stock Exchange
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