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United Medical Group CY PLC, corporate

United Medical Group CY PLC,

15.07.2021 - 08:02:59

EQS-News: EMC announces IPO price of USD 12.5 per GDR

NEITHER THIS ANNOUNCEMENT NOR THE INFORMATION CONTAINED HEREIN IS FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR TO ANY PERSON IN ANY OF THOSE JURISDICTIONS OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE LAWS OF SUCH JURISDICTION.

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EMC announces IPO price of USD 12.5 per GDR

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Nicosia, Cyprus, 15 July 2021 - United Medical Group CY PLC (the "Company", and together with its consolidated subsidiaries the "Group" or "EMC"), the leading multidisciplinary premium-class healthcare services provider in Russia operating under the European Medical Center brand, today announces the offer price for its initial public offering (the "Offering") at USD 12.5 per GDR (the "Offering Price").

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Andrey Yanovsky, CEO of EMC, said:

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"IPO is an important and logical step in the further development of the Company, which has been demonstrating progressive growth over the course of many years, has held leading positions in the market and has a recognisable trusted brand. The deal is also a milestone for the private healthcare market in Russia, as it is the first in the sector in nearly 10 years. We are pleased with the high level of interest that the investment community has shown in the IPO, as reflected in the timely completion of the bookbuilding process and the diversity of the book, which includes world-renowned institutional and retail investors.

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"The increased demand on the part of investors, even taking into account the specifics of the business and the small number of public global peers, is recognition of the Company's strong performance, high degree of transparency and trust in the management team, as well as an indication of confidence in the Company's significant potential for future growth of the Company and the sector."

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Offering Highlights

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The Offering Price is set at USD 12.5 (RUB 926.55[1]) per GDR. At the indicated Offering Price, the Company's market capitalization on the date of the commencement of trading on Moscow Exchange will be approximately USD 1.125 billion (RUB 83.389 billion1). The Offering consists of the sale of 40,000,000 GDRs (subject to a reduction of up to 6,000,000 GDRs due to repurchases of GDRs made as a result of stabilization activities), each representing an ownership interest in one ordinary share of the Company. The total gross proceeds of the Offering are approximately USD 500 million (assuming no exercise of the repurchase option). Upon completion of the Offering, assuming no exercise of the repurchase option, the free float will be approximately 44%. Following the Offering, assuming no exercise of the repurchase option, Mr Igor Shilov will retain a 55.111% stake in the Company through his investment vehicle INS Holdings Limited. The Offering will consist of an offering (i) in the Russian Federation, (ii) otherwise to institutional investors outside the United States in "offshore transactions" as defined in, and in reliance on, Regulation S under the United States Securities Act of 1933 (the "Securities Act"), and (iii) within the United States to "qualified institutional buyers" as defined in, and in reliance on, Rule 144A under the Securities Act or pursuant to another exemption from, or a transaction not subject to, the registration requirements under the Securities Act. Trading in the GDRs on Moscow Exchange (i) on an "as-if-and-when-delivered" basis is expected to commence today and (ii) on an unconditional basis is expected to commence on 19 July 2021, under the symbol "GEMC". Customary lock-up arrangements restricting the disposal of the Company's securities after the Offering will remain in effect for 180 days for the Company and the Selling Shareholders. Citigroup Global Markets Limited, J.P. Morgan AG and VTB Capital plc are acting as joint global coordinators and joint bookrunners in connection with the Offering. All details of the Offering will be included in the Offering Memorandum that, following publication, will be available on EMC's website at https://emc-investor.com/.

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Overview

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EMC is the second largest private healthcare provider in Russia by revenue[2] and the largest by adjusted EBITDA[3] [4] and has been operating in the Russian private healthcare market for 30+ years - the longest track record of any major private healthcare business in this market[5]. EMC has grown rapidly in recent years, with adjusted revenue[6] of EUR 194.6 million, EUR 219.7 million and EUR 241.3 million for 2018, 2019 and 2020, respectively. Adjusted EBITDA for the same years was EUR 82.6 million, EUR 82.8 million and EUR 97.3 million, respectively. Profit for the period was EUR 51.7 million, EUR 59.5 million and EUR 80.6 million, respectively, for the same years. EMC is a fully integrated healthcare services provider offering a comprehensive range of diversified medical services, and has advanced capabilities in more than 57 specialisations, differentiating it from the competition in Russia. The Company utilises a patient-centric approach to its healthcare services offering, which allows it to provide patients with a full range of diagnostics and treatment services as well as offer tailor-made medical care. Being a provider of premium-quality medical care, EMC believes that it competes primarily with the leading international hospitals across Europe, Israel and Asia, and has been historically pricing its services in Euros. EMC's network comprises seven multidisciplinary medical centres, one maternity centre and one rehabilitation centre (with a total built-up area of approximately 87 thousand square metres), as well as three geriatric centres (with a total built-up area of approximately 14 thousand square metres). As at 31 March 2021, the Group had 2,593 employees, comprising 752 physicians, 1,472 nurses and other medical staff and 369 administrative and support staff. EMC operates in Moscow and Moscow region, which is the main Russian metropolitan area, with a population of more than 20 million and the highest average salaries in the country[7], as well as a concentration of high-net-worth individuals, who form a core group of the Group's clients. EMC is a leading Russian provider of cancer treatment with extensive expertise in a full range of modern oncology treatment methods, state-of-the-art facilities and equipment as well as renowned experts with international experience. EMC believes that the market in which it operates has strong potential for future growth due to a number of factors, including favourable macroeconomic and prevailing demographic trends (such as an aging population and increasing life expectancy), increasing demand for high-quality medical services among Russians with a high disposable income, the significantly lower level of healthcare expenditure per capita in Russia compared to OECD countries, supportive government policies aimed at strengthening the private healthcare market, relative underpenetration of the Russian private healthcare market and substantial barriers to entry for new healthcare providers. According to NEO Center, EMC's addressable market is estimated to be approximately 1.3 million customers, excluding Mandatory Health Insurance (MHI) programme, with the Company having served 69 thousand customers in 2020, excluding MHI.

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Media enquiries

EM (communications advisor to EMC)

Ekaterina Shatalova???Dmitry Zhadan

shatalova@em-comms.com???????????????? zhadan@em-comms.com

+7 915 321 8579?????????????? ???????????????? +7 916 770 8909

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EMC

pr@emcmos.ru?

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This press release is an advertisement and not a prospectus and does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, any securities referred to herein (the "Securities") or rights to subscribe for the Securities to any person in Australia, Canada, Japan, the United States or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

The Securities may not be offered or sold in the United States absent registration under the US Securities Act of 1933, as amended (the "Securities Act") or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the Securities may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. The offer and sale of the Securities has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. There will be no public offer of the Securities in the United States.

This press release is being distributed to and directed at persons in member states of the European Economic Area ("EEA") who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 and amendments thereto (the "EU Prospectus Regulation") ("Qualified Investors"). In addition, in the United Kingdom, this press release is being distributed to and is directed only at persons who are "qualified investors", within the meaning of Article 2(e) of the EU Prospectus Regulation as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal Act) 2018 who are (i) persons who have professional experience in matters relating to investments who fall within the definition of "investment professionals" as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order or (iii) other persons to whom an invitation or inducement to engage in investment activity (within the meaning of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "Relevant Persons").

This communication does not constitute an offer of the securities referred to herein to the public in the United Kingdom and investment or investment activity, or controlled investment or controlled activity to which this communication relates will only be available to and will only be engaged with, Relevant Persons in the United Kingdom and Qualified Investors in any member state of the European Economic Area other than the United Kingdom. No person that is not a Relevant Person should or Qualified Investor may act or rely on this press release or any of its contents.

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Securities have been subject to a product approval process, which has determined that such Securities are: (i) compatible with an end target market of investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that: the price of the Securities may decline and investors could lose all or part of their investment; the Securities offer no guaranteed income and no capital protection; and an investment in the Securities is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Citigroup Global Markets Limited, J.P. Morgan AG and VTB Capital plc (together, the "Banks") will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Securities.

Each distributor is responsible for undertaking its own target market assessment in respect of the Securities and determining appropriate distribution channels.

These materials do not contain or constitute an offer, or an invitation to make offers, sell, purchase, exchange or transfer any Securities in the Russian Federation, and do not constitute an advertisement of any Securities, or any other kind of advertisement, in the Russian Federation. This communication does not constitute or form part of individual investment advice, investment consulting or personal recommendation (within the meaning of the federal legislation of the Russian Federation (including, without limitation, Federal Law dated April 22, 1996 No. 39-FZ "On the Securities Market", as amended)). The date of the admission of the Securities to trading on Moscow Exchange (the "Admission") may be influenced by factors such as market conditions. There is no guarantee that the Admission will occur, and you should not base your financial decisions on the intentions of United Medical Group CY PLC (the "Company") in relation to the Admission at this stage.

In connection with the Offering, it is expected that stabilization arrangements will be put in place pursuant to which the VTB Capital plc (the "Stabilizing Manager") will, on behalf of the Underwriters, procure that one of its affiliates may purchase up to 6,000,0000 GDRs with a view to supporting the demand for the GDRs at a level higher than that which might otherwise prevail in the open market. Such purchases may occur during a period of 30 calendar days commencing today, July 15, 2021 (the "Stabilization Period"). The GDRs purchased in the course of stabilization, if any, will be repurchased by INS Holding Limited following the end of the Stabilization Period.

None of the Banks or the Selling Shareholders nor any of their respective affiliates, directors, officers, employees, advisers, agents or any other person, accepts any responsibility or liability whatsoever for the contents of, or makes any representations or warranties, express or implied, as to the accuracy, fairness or completeness of the information presented or contained in this press release (or whether any information has been omitted from this press release) or any other information relating to the Company, its subsidiaries and their associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this press release or its contents or otherwise arising in connection therewith. Accordingly, each of the Banks, the Selling Shareholders and their respective affiliates, directors, officers, employees, advisers, agents and any other person acting on any of their behalf expressly disclaims, to the fullest extent possible, any and all liability whatsoever for any loss howsoever arising from, or in reliance upon, the whole or any part of the contents of this press release, whether in tort, contract or otherwise which they might otherwise have in respect of this press release or its contents or otherwise arising in connection therewith.

Each Bank is acting exclusively for the Company and no one else in connection with the matters referred to in this press release, and will not regard any other person as their respective clients in relation to the matters referred to in this press release and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for providing advice in relation to the matters referred to in this press release, the contents of this press release or any transaction, arrangement or other matter referred to herein.

Certain statements in this communication are not historical facts and are "forward looking" within the meaning of Section 27A of the Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Forward looking statements include statements concerning our plans, expectations, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, our competitive strengths and weaknesses, financial position and future operations and development, our business strategy and the trends we anticipate in the industries and the political and legal environment in which we operate and any other information that is not historical information. By their very nature, forward looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that the predictions, forecasts, projections and other forward looking statements will not be achieved. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward looking statements. We do not intend and we do not assume any obligation to update any forward looking statement contained herein.

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

Investors should not subscribe for or purchase any Securities referred to in this announcement except on the basis of information in the offering memorandum that may be published by the Company. The information in this announcement is subject to change. In no circumstances shall the provision of this announcement imply that no negative change may occur in the business of the Company after the date of provision of this announcement, or any date of amendment and/or addition thereto.

[1] An indicative RUB equivalent based on the CBR rate for USD/RUB effective on 15 July 2021

[2] According to EMC estimates, based on data for 2020.

[3] For EMC, calculated as profit for the period/year adjusted for income tax benefit, other income, net, (expense)/income on change in fair value of financial instruments, foreign exchange (loss)/gain, finance expense, and finance income, less construction revenue plus cost of construction, non-recurring expenses, depreciation of property plant and equipment (representing depreciation of property plant and equipment attributable to (a) Cost of medical services and products provided, (b) Selling expenses and (c) General and administrative expenses and amortisation of intangible assets (representing amortisation of intangible assets attributable to (a) Cost of medical services and products provided, (b) Selling expenses and (c) General and administrative expenses)) for the period.

[4] Estimated based on EMC's adjusted EBITDA for 2020 and the latest publicly available information from the Company's private healthcare Russian peers.

[5] According to EMC's estimates.

[6] Calculated as revenue excluding construction revenue.

[7] According to NEO Center.

15.07.2021 MSK Dissemination of a Corporate News, transmitted by EquityStory.RS, LLC - a company of EQS Group AG.The issuer is solely responsible for the content of this announcement.The EquityStory.RS, LLC Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de

1218975??15.07.2021?MSK

@ dgap.de