OJSC "Rosinter Restaurants Holding" Offer Price Set at US$ 10.5 Per Share

MOSCOW, February 17, 2010 /PRNewswire-FirstCall/ -- This press release is not for distribution, directly or indirectly, into the United States, and is not an offer for sale of any securities of the Company in the United States. Any securities of the Company may not be offered or sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company does not intend to register any portion of the Offering in the United States or to conduct a public offering of any of its securities in the United States.

OJSC "Rosinter Restaurants Holding" ("Rosinter" or the "Company"), the leading casual dining restaurants chain in Russia and the CIS, announces that the offer price (the "Offer Price") for a secondary offering (the "Offering") by RIG Restaurants Limited (the "Selling Shareholder") of the Company's ordinary shares (the "Shares") has been set at US$ 10.5 for each Share.

(Logo: http://www.newscom.com/cgi-bin/prnh/20090129/336260 )

The Offering comprises 2,619,048 Shares, representing approximately 21.8% of the issued and outstanding Shares at the time of the Offering, and a total offer size of US$ 27.5 million before fees and expenses. Following completion of the Offering, the Company will, subject to receiving the required shareholder and regulatory approvals, proceed with its capital increase by issuance of new shares by way of an open subscription under Russian law (the "New Shares"). The Selling Shareholder will use all of its net proceeds from the Offering to subscribe and pay for New Shares offered in the open subscription.

Assuming all of the New Shares offered in the open subscription are issued, the New Shares will represent approximately 26.2% of the Company's enlarged share capital.

Rosinter intends to use the proceeds of the capital increase primarily for debt reduction, business development and other general corporate purposes.

The Shares are listed on the Russian Trading System Stock Exchange ("RTS") and the Moscow Interbank Currency Exchange ("MICEX") under the ticker symbol "ROST".

Commenting on the Offering, Sergey Beshev, the President and Chief Executive Officer of the Company, said:

"We are very enthusiastic with the outcome of the Offering in which more than 50 institutional investors demonstrated strong interest in our business. A wider shareholders base and an increase of our free float will generate enhanced liquidity of our shares. This capital increase will allow us to strengthen our leadership in the rapidly developing casual dining market in Russia and the CIS by taking advantage of macro recovery and further growth opportunities."

Renaissance Capital acted as the Sole Bookrunner of the Offering.

Note to Editors:

As at 31 December 2009 OJSC "Rosinter Restaurants Holding" is the leading casual dining restaurant company in Russia and the CIS, which operates 350 outlets, including 95 franchised restaurants in 39 cities in Russia, the CIS and Central Europe, including the Baltic countries. The Company offers Italian, Japanese, American and Russian cuisine under its proprietary brands IL Patio, Planet Sushi and 1-2-3 Café and its licensed brands T.G.I. Friday's and Sibirskaya Corona. Also through a Joint Venture with Whitbread Plc, the Company is currently developing the Costa Coffee chain in Russia, (17 coffee shops). Rosinter reported consolidated revenues of US$341.1 million, in accordance with its audited IFRS accounts, for the twelve months ended 31 December 2008. Rosinter shares are listed on RTS (http://www.rts.ru) and MICEX (http://www.micex.ru) under the ticker symbol "ROST".

This press release does not constitute an offer to sell or issue, or the solicitation of an offer to buy or subscribe for, any securities of the Company, in any jurisdiction, nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor. Without limiting the generality of the foregoing:

This communication is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The Shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Shares will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this press release or any of its contents.

In any EEA Member State that has implemented the Prospectus Directive this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.

Securities of the Company have not been and will not be registered under the applicable securities laws of Australia, Canada or Japan and, subject to certain exceptions, may not be offered or sold within Australia, Canada or Japan or to, or for the account or benefit of, citizens or residents of Australia, Canada or Japan except under circumstances which will result in the full compliance with the applicable laws and regulations promulgated by the relevant regulatory authorities in effect at the relevant time.

Information contained in this press release is not an offer, or an invitation to make offers, sell, purchase, exchange or transfer any securities in Russia or to or for the benefit of any Russian person, and does not constitute an advertisement or offering of any securities in Russia.

Cautionary note concerning forward-looking statements

Matters discussed in this press release may constitute forward-looking statements. Forward-looking statements are those other than statements of historical facts. The words "believe," "expect," "anticipate," "intend," "estimate," "will," "may," "continue," "should" and similar expressions identify forward-looking statements. Forward-looking statements include statements regarding: objectives, goals, strategies, outlook and growth prospects; future plans, events or performance and potential for future growth; liquidity, capital resources and capital expenditures; economic outlook and industry trends; developments of our markets; the impact of regulatory initiatives; and the strength of our competitors.

Any forward-looking statements in this press release are based upon various assumptions and estimates based on management's examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions and estimates were reasonable when made, they are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond our control. Such risks, uncertainties, contingencies and other important factors could cause the actual results of Rosinter or the industry to differ materially from those results expressed or implied in this press release by such forward-looking statements. Such risks, uncertainties, contingencies and other important factors include, among others: political and social developments; general economic, market and business conditions; trends in the markets in which we operate or plan to operate; our business and growth strategies; planned acquisitions or divestitures; our expansion into other geographic regions or market segments; the effects of legislation, regulation, bureaucracy or taxation on our business; and our anticipated future revenues, capital expenditures and financial resources. Accordingly, such forward-looking statements cannot be relied on, and neither Rosinter, nor any other person can assure you that projected results will be achieved in the future.

The information, opinions and forward-looking statements contained in this press-release speak only as at the date of this press-release, and are subject to change without notice. Neither Rosinter nor any other person undertakes, nor do they have any obligation, to provide updates or to revise any forward-looking statements except as may be required by applicable law and regulation.

    Investors and analysts enquiries:
    Amin Muci
    Head of Investor Relations
    Ilya Nemirovskiy
    Deputy Head of Investor Relations
    e-mail: [email protected]

    Tel.: +7-495-788-44-88 ext. 2108, 2574

    Press enquiries:
    Valeria Silina
    PR director
    Ekaterina Razina
    Press-secretary
    e-mail: [email protected]
    Tel.: +7-495-788-44-88 ext. 2676

SOURCE Rosinter Restaurant Holding