Investment in Unistream

Aurora Russia Limited 30 November 2006 30 November 2006 Aurora Russia Limited to acquire a 26% stake in Unistream, one of the leading money transfer companies in Russia 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 agreed to invest the ruble equivalent of $20 million (£10.4 million) in cash for a 26% stake in Unistream Bank ('Unistream'), part of the UniAstrum Group. Unistream is one of the leading money transfer companies in Russia with a market share, estimated by the Directors of Unistream to be approximately 25% of the volume of money transfers made to and from Russia during the first half of 2006. This will be the third investment made by Aurora Russia since its admission to the AIM Market in March 2006 having raised £75 million. Aurora has now committed or invested a total of £30.5 million (1) and the Company is actively pursuing further investment opportunities in the business, consumer and financial services segments in Russia. About Unistream UniAstrum Bank ('UniAstrum') began its money transfer operations in 2001 under the Unistream brand. According to RosBusinessConsulting, UniAstrum is one of Russia's fastest growing banks and is now ranked as one of Russia's top 10 banks in terms of number of branches. In July 2006, UniAstrum set up a new company named Unistream which was granted a separate banking license in August 2006 allowing it to offer money transfer services in Russia. UniAstrum is in the process of transferring its money transfer assets including cash desks and its agency agreements to Unistream comprising 75 cash desks in Russia with 145 service points located within UniAstrum's branch network. Through its agency agreements Unistream also operates through over 200 agents with approximately 25,000 points of sale in over 80 different countries processing over 1,500,000 transactions in the first 10 months of 2006. Unistream has approximately 200 employees which are currently being transferred from UniAstrum. Assuming that UniAstrum had fully demerged Unistream as a separate company at the beginning of the year ended 31 December 2005, on a pro forma basis the Unistream business would have transferred a total volume of $755 million, an increase of almost 200% on the prior year, earning pro forma revenues of $9.4 million (2). On the same basis for the 10 months ending 31 October 2006, Unistream would have transferred a total of approximately $1.4 billion and it is estimated by UniAstrum that the volume for the year ending 31 December 2006 will be approximately $1.9 billion. Revenues for the Unistream business on a pro forma basis for the full year ended 31 December 2006 are estimated to reach approximately $26 million (2). UniAstrum has been investing aggressively in the roll-out and growth of Unistream. Now that Unistream is a standalone business, it will continue to carry out a significant level of investment over the next few years. This investment is likely to affect the profitability of Unistream in the short term as the business grows. UniAstrum/Unistream is the founding member of the International Association of Money Transfer Networks ('IAMTN') which is a worldwide money-services think tank. Deloitte has acted on behalf of Uniastrum as its exclusive financial advisor. About the money transfer market in Russia The Central Bank of Russia's ('CBR') official statistics report that Russian inbound/outbound remittances have grown at a compound annual growth rate of 56% from 2003 to 2005. According to industry statistics, there are approximately 15 million immigrants from the Commonwealth of Independent States ('CIS') working in Russia who, in aggregate according to Central Bank's statistics and industry experts' estimates, sent between $3-6 billion to their home countries last year. The Directors of Aurora Russia believe that as more and more businesses in Russia embark on a regional development strategy, more jobs will be created in the regional cities of Russia, creating attractive opportunities for additional immigrants. This in turn, creates an excellent growth opportunity for a money transfer operator with a regional coverage, such as Unistream. Investment details Subject to conditions precedent, which include approvals from the Central Bank of Russia and the Federal Antimonopoly Committee, and the transfer of substantially all of the money transfer assets of UniAstrum to Unistream, and a restatement at completion, of the representations and warranties given at signing, Aurora Russia will acquire a 26% stake in Unistream for a total consideration of $20million in cash (£10.4 million). Of this amount, $13.6 million (£7 million) will be used to subscribe for new shares in Unistream and $6.4 million (£3.4 million) will be paid to UniAstrum to purchase existing Unistream shares. Aurora Russia will also be granted certain exit rights such as drag along and tag along rights and the ability to appoint an investment bank to sell the business in the future (for example, by way of an IPO). Aurora Russia also has a put option to sell its stake in Unistream to UniAstrum at market value as determined by an independent appraiser in the event of a change of control of UniAstrum. The closing date for the investment ('Closing') is anticipated in the first quarter of 2007. On Closing, John McRoberts, a Director of Aurora Russia, will join the Unistream Board. Commenting on the investment, James Cook and John McRoberts, two Directors of Aurora Russia Limited, said: 'Unistream is one of the market leaders in the money transfer business in Russia. Its strong market position, banking license and successful proprietary software put Unistream in an extremely strong position to capitalize on the strong growth in this sector in Russia.' Suren Hayriyan, President of Unistream, said: 'We consider the finalisation of this deal to be the result of all the work the managements of UniAstrum and Unistream have undertaken over the last five years. Aurora Russia is the perfect partner to help us to increase transaction volumes, further develop a solid and efficient service point network and establish the system as a truly international money transfer system. 'Over a five year period we have built the business into one of the market leaders in Russia where our market share is now approximately 25 percent. We are currently operating through over 25,000 service points in over 80 countries around the world and the partnership with Aurora Russia will ensure that we continue our progress towards a global market share target of five percent within 10 years.' 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 Notes to editors: Aurora Russia Aurora Russia floated on the AIM Market of the London Stock Exchange on 24 March 2006. The Company was 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 also 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 (generally in excess of 20%) and board representation in each portfolio company. It is anticipated that each equity investment will typically be between £5 million and £25 million. (1) Based on a USD/GBP exchange rate of 1.94 (2) Due to the fact that the Unistream business is currently being demerged from UniAstrum, it has not been possible to extract a meaningful income statement below the revenue line or balance sheet for the year ended 31 December 2005. This information is provided by RNS The company news service from the London Stock Exchange
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