29 September 2020 – International law firm Hogan Lovells have advised Mail.ru Group, a leading Russian internet and social media Company on its $200m equity placing and a further $400m debt offering of convertible bonds due in 2025.
The placing proceeds will be used by Mail.ru in its ongoing development of expanding its existing verticals including communications, social media and gaming. Furthermore, the capital influx will strengthen the company’s balance sheet and allow Mail.ru to pursue M&A opportunities, presented by the current COVID-19 pandemic.
As Mail.ru is not incorporated in the UK, global depositary receipts (GDRs) will be used in lieu of a standard share issuance and listing. This allows shareholders in the company to trade their securities electronically and gives the company access to overseas capital while providing attractive securities to investors. Under the terms, Mail.ru will issue up to 9 million new ordinary shares to Citibank who, in their capacity as depositary for the deal, will issue GDRs to the placees on the deal. The GDRs will be listed on the London Stock Exchange and the Moscow Stock Exchange.
In conjunction with the equity placing, Mail.ru also issued an additional $400m in Convertible Bonds due in 2025. These debt instruments, through the same depositary mechanism as for issuance of the Placing GDRs, are capable of being converted into further GDRs at the option of the bondholder. The transaction is due to close early next month.
The Hogan Lovells team was co-led by corporate partners Dan Simons and Raj Panasar, with invaluable overarching support provided by partners Oxana Balayan and Kieron O’Callaghan, and assisted by associates Taylor Harris and Scott Prior. Partner Jonathan Baird and senior associate Daria Latysheva provided advice on the deal from a U.S. securities perspective and partners Aline Doussin, Aleksander Dukic and senior associate Imogen Brooks also assisted on the transaction.
Commenting, the partners said: “It’s been a real privilege to work with Mail.ru and Morgan Stanley and to help the company raise such a substantial amount of growth capital in such a short period of time.”
