18 Nov 2020 12:54

Ozon could raise over $1 bln in IPO, private placement to Sistema and Baring

MOSCOW. Nov 18 (Interfax) - Russian online marketplace Ozon plans to place 30 million American Depositary Shares (ADS) at a price of $22.50 to $27.50 per ADS in an initial public offering on the Nasdaq exchange, Ozon Holdings Plc said in an updated prospectus filed with the U.S. Securities and Exchange Commission.

In addition, the underwriters will also have an option to purchase up to 4.5 million additional ADSs at the IPO price.

Based on these figures, the company could raise $675 million to $825 million without the underwriters' option, and $776.25 million to $948.75 million if the option is fully realized. This does not factor in expenses related to the IPO and the underwriters' commission.

Shares in the IPO will be sold by Ozon Holdings Plc. Each ADS will represent one ordinary share.

Ozon shareholders Baring Vostok and Sistema PJSFC have entered into private placement agreement to purchase $67.5 million worth of ordinary shares or ADSs each in concurrent private placements at a price per share equal to the IPO price per ADS, for a total of $135 million. The number of shares Sistema and Baring buy in the private placement will depend on the IPO price.

Ozon's equity consisted of 141,730,154 shares as of November 1, 2020. After the IPO and private placement, Ozon's outstanding shares will increase to 177,130,154 ordinary shares or 181,630,154 shares if the underwriters exercise their option. The free float in that case will be 19%.

The company's market capitalization with this number of shares in circulation, based on the IPO price range, will be about $4.1 billion to $5 billion, or $4 billion to $4.9 billion before the option.

A source familiar with the situation said that, given the conversion of all existing loans, Ozon's business is valued at $4.5 billion-$5.5 billion.

The underwriters of the IPO will be Morgan Stanley and Goldman Sachs (joint lead bookrunners), Citigroup, UBS, Sberbank CIB, VTB Capital (joint bookrunners) and Renaissance Capital (lead manager). The depository for the ADS program will be The Bank of New York Mellon .

Sistema now owns 42.999% of Ozon, including 11.699% held by Sistema VC, and Baring Vostok owns about the same amount of shares.

The prospectus disclosed Ozon's shareholder structure taking into account the possible realization of all options, convertible loans and other instruments. Taking into account the realization of convertible loans (within 60 days starting November 1, 2020), Ozon is 45.2% owned by Sistema and 45.1% by Baring Vostok, the document stated. Index Ventures holds 6% and Princeville Global holds 5.6% (on the condition it acquires shares within the context of a convertible loan). If Ozon CEO Alexander Shulgin fully exercises his options, he will hold a 1.8% stake in the company.