Ozon Holdings PLC Form 424B4 Filed 2020-11-24
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SECURITIES AND EXCHANGE COMMISSION FORM 424B4 Prospectus filed pursuant to Rule 424(b)(4) Filing Date: 2020-11-24 SEC Accession No. 0001193125-20-302121 (HTML Version on secdatabase.com) FILER Ozon Holdings PLC Mailing Address Business Address ARCH. MAKARIOU III, 2-4, ARCH. MAKARIOU III, 2-4, CIK:1822829| IRS No.: 000000000 | State of Incorp.:G4 | Fiscal Year End: 1231 CAPITAL CENTER CAPITAL CENTER Type: 424B4 | Act: 33 | File No.: 333-249810 | Film No.: 201340396 9TH FLOOR 9TH FLOOR SIC: 5961 Catalog & mail-order houses NICOSIA G4 1065 NICOSIA G4 1065 357 22 360000 Copyright © 2020 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Filed pursuant to Rule 424(b)(4) Registration No. 333-249810 American Depositary Shares Ozon Holdings PLC 33,000,000 American Depositary Shares Representing 33,000,000 Ordinary Shares $30.00 per ADS This is the initial public offering of American Depositary Shares (ADSs) representing ordinary shares of Ozon Holdings PLC, a public limited company organized under the laws of Cyprus. Each ADS will represent one ordinary share. Prior to this offering, there has been no public market for the ADSs or our shares. The initial public offering price is $30.00 per ADS. Baring Vostok Fund V Nominees Limited (BVFVNL), an existing shareholder, and BV Special Investments Limited (BVSIL), an affiliate of existing shareholders, which are indirectly advised by Baring Vostok Capital Partners Group Limited, have entered into a private placement agreement to purchase $67,500,000 of ordinary shares or ADSs, and Sistema PJSFC (Sistema), an existing shareholder, has entered into a private placement agreement to purchase $67,500,000 of ordinary shares or ADSs in concurrent private placements at a price per share equal to the initial public offering price per ADS, for a total of $135 million, which is an aggregate of 4,500,000 ADSs. The underwriters may also exercise their option to purchase up to 4,950,000 additional ADSs from us at the public offering price, less the underwriting discount, for 30 days after the date of this prospectus. We have been approved to list the ADSs on The Nasdaq Global Select Market under the symbol OZON. We are both an emerging growth company and a foreign private issuer under applicable U.S. Securities and Exchange Commission rules and will be eligible for reduced public company disclosure requirements. See Prospectus SummaryImplications of Being an Emerging Growth Company and a Foreign Private Issuer. Investing in the ADSs involves risks. See Risk Factors beginning on page 24. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Per ADS Total Initial public offering price $30.000 $990,000,000 Underwriting discount(1) $1.925 $63,517,173 Proceeds, before expenses, to us $28.075 $926,482,827 (1) We refer you to Underwriting for additional information regarding underwriting compensation. The underwriters expect to deliver the ADSs to purchasers on or about November 27, 2020 through the book-entry facilities of The Depository Trust Company. Morgan Stanley Goldman Sachs & Co. LLC Citigroup UBS Investment Bank Sber CIB VTB Capital Copyright © 2020 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document RenCap Prospectus dated November 23, 2020 Copyright © 2020 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Copyright © 2020 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Copyright © 2020 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents TABLE OF CONTENTS Page ABOUT THIS PROSPECTUS ii PRESENTATION OF FINANCIAL AND OTHER INFORMATION iii MARKET AND INDUSTRY DATA v TRADEMARKS, SERVICE MARKS AND TRADENAMES vi PROSPECTUS SUMMARY 1 THE OFFERING 17 RISK FACTORS 24 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 68 USE OF PROCEEDS 70 DIVIDEND POLICY 71 CAPITALIZATION 72 DILUTION 73 SELECTED CONSOLIDATED HISTORICAL FINANCIAL AND OTHER DATA 75 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 80 OUR INDUSTRY 103 BUSINESS 115 REGULATION 143 MANAGEMENT 151 PRINCIPAL SHAREHOLDERS 160 RELATED PARTY TRANSACTIONS 163 DESCRIPTION OF SHARE CAPITAL AND ARTICLES OF ASSOCIATION 166 SHARES AND ADSs ELIGIBLE FOR FUTURE SALE 184 DESCRIPTION OF AMERICAN DEPOSITARY SHARES 186 MATERIAL TAX CONSIDERATIONS 195 UNDERWRITING 213 CONCURRENT PRIVATE PLACEMENTS 218 EXPENSES OF THE OFFERING 219 LEGAL MATTERS 220 EXPERTS 221 ENFORCEMENT OF CIVIL LIABILITIES 222 WHERE YOU CAN FIND MORE INFORMATION 223 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 For investors outside the United States: Neither we nor the underwriters have taken any action that would permit this offering or possession or distribution of this prospectus in any jurisdiction, other than the United States, where action for that purpose is required. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the ADSs and the distribution of this prospectus outside the United States. We are incorporated in Cyprus, and a majority of our outstanding securities are owned by non-U.S. residents. Under the rules of the U.S. Securities and Exchange Commission (SEC) we are currently eligible for treatment as a foreign private issuer. As a foreign private issuer, we will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as domestic registrants whose securities are registered under the Securities Exchange Act of 1934, as amended (the Exchange Act). We are responsible for the information contained in this prospectus. We have not authorized anyone to provide you with different information and do not take responsibility for any other information others may give you. We and the underwriters are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than its date regardless of the time of delivery of this prospectus or of any sale of the ADSs. i Copyright © 2020 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents ABOUT THIS PROSPECTUS Except where the context otherwise requires or where otherwise indicated, the terms OZON, the Company, Group, we, us, our, our company and our business refer to Ozon Holdings PLC, together with its consolidated subsidiaries as a consolidated entity. All references in this prospectus to rubles, RUB or P refer to Russian rubles, the terms dollar, USD or $ refer to U.S. dollars and the terms or euro refer to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the treaty establishing the European Community, as amended. ii Copyright © 2020 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents PRESENTATION OF FINANCIAL AND OTHER INFORMATION We report under International Financial Reporting Standards (IFRS) as adopted by the International Accounting Standards Board (the IASB). None of our financial statements were prepared in accordance with generally accepted accounting principles in the United States. We present our consolidated financial statements in rubles. Use of Non-IFRS Financial Measures Certain parts of this prospectus contain non-IFRS financial measures, including, among others, Contribution Profit/(Loss), Adjusted EBITDA and Free Cash Flow. We define: Contribution Profit/(Loss) as loss for the period before income tax benefit/(expense), total non-operating (expense)/income, general and administrative expenses, technology and content expenses and sales and marketing expenses. Adjusted EBITDA as loss for the period before income tax benefit/(expense), total non-operating (expense)/income, depreciation and amortization and share-based compensation expense. Free Cash Flow as net cash provided by/(used in) operating activities less payments for purchase of property, plant and equipment and intangible assets, and the payment of the principal portion of lease liabilities. Contribution Profit/(Loss), Adjusted EBITDA and Free Cash Flow are used by our management to monitor the underlying performance of the business and its operations. These measures are used by different companies for differing purposes and are often calculated in ways that reflect the circumstances of those companies. You should exercise caution in comparing these measures as reported by us to the same or similar measures as reported by other companies. Contribution Profit/(Loss), Adjusted EBITDA and Free Cash Flow may not be comparable to similarly titled metrics of other companies. These measures are unaudited and have not been prepared in accordance with IFRS or any other generally accepted accounting principles. Contribution Profit/(Loss), Adjusted EBITDA and Free Cash Flow are not measurements of performance under IFRS or any other generally accepted accounting principles, and you should not consider them