Investors
For placement in the IIM sector, the stock exchange PJSC IIB offers uncertificated registered ordinary shares of PJSC "Svetofor Group" (SKOLKOVO Resident) in the amount of 3,700,000 (three million seven thousand) pieces, which corresponds to 16,6% of the ordinary shares. State registration number of issue 1-01-24350-J. ISIN common stock code - RU000A100592.
Capitalization in the range of 1.45 to 1.7 billion rubles. Price range of accommodation per share 58,21-76,12 RUB.
The recommended amount of the annual dividend payment from net profit of the company determined by the Board of Directors for the next 5 years in the following proportions:
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2018 |
2019 |
2020 |
2021 |
2022 |
2023 |
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10% |
20% |
30% |
40% |
50% |
70% |
Tax incentives for investors (article 284.2.1 tax code): income tax 0% on transactions of purchase and sale of securities subject to the possession of more than one year from the date of purchase.
www.e-disclosure.ru/portal/company.aspx?id=37412
In present capitalization of the company is estimated in the range 1.45-1.7 billion rubles.
Price the range of accommodation per share 58,43-68,5 RUB.
Free float (placed the share) -16,6%
Source – shares of the existing shareholders.
The amount attracted funds of about 250-300 million rubles.
Target use – the development of the company (cash inn)
Main the provisions on dividends: dividend Payment regulated by the provisions of the Charter of the Issuer and dividend policy, Approved by the Board of Directors, and follows:
2.1. In order of dividend policy under dividends refers to the portion of the net profit of the company for the reporting year distributed to the shareholders in proportion to the number of shares of the relevant category (type).
2.2. The source of payment of dividends is the profit of the company after
net (net profit of the company). Net profit the company shall be determined according accounting (financial) statements Companies.
2.3. The company has the right in the first quarter, semester, nine months
reporting year and (or) upon results of the reporting year to make decisions (announce)
payment of dividends on placed shares, if other is not established Federal
the law "On joint stock companies". The decision on payment (Declaration) of dividends on the results of the first quarter, half-year and nine months of fiscal year may to be made within three months after the end of the respective period.
2.4. The company shall pay only declared dividends. In the absence of a solution
on payment (Declaration) of dividends, the company may not pay dividends, and shareholders demand their payment.
2.5. The company is obliged to pay declared on shares of each category (type) dividends, unless otherwise provided The Federal law "On joint-stock societies." Dividends are paid money, and in the cases provided for The Charter, – other property.
3.1. The terms of payment of dividends to shareholders are:
- the lack of restrictions on the payment of dividends that are installed
legislation The Russian Federation;
- the Companies net profit, defined according to accounting
(financial) statements of the company in the reporting period, which are declared
dividends;
- the compliance of the procedure of calculation and the payment of dividends to current
legislation The Russian Federation;
- the recommendations of the Board of Directors Of the society on payment (Declaration)
dividends and their size;
- the resolution of the General meeting of shareholders on payment (Declaration)
dividends.
4.1. The company's dividend policy is based on the following principles:
- compliance with the requirements of the legislation The Russian Federation, Charter and internal documents of the company in the payment of (announcement) of dividends;
- the balance of short-term (obtaining revenue) and long-term
(development Of the company) interests of shareholders;
- the security interest shareholders to increase profitability Companies;
- increase of investment attractiveness Companies;
- ensuring the most comfortable for shareholders of the method of obtaining
of dividends;
- to ensure the maximum transparency the mechanism of determining the size
dividends.
Recommended the amount of annual dividend payments from the net profit of the company determined The Board of Directors for the next 5 years in the following proportions:
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2018 |
2019 |
2020 |
2021 |
2022 |
2023 |
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10% |
20% |
30% |
40% |
50% |
70% |
- Aggressive growth Strategy the penetration of educational IT platform to other educational centers help the sales Department with the fee (1) a signed contract of the student and (2) access to the platform of the student;
- Further development of the platform distance learning launched in 2015;
- Opening 7 studios in St. Petersburg to broadcast online lectures in 11 time zones on the territory of the Russian Federation, as well as the opening private training centers in the less competitive regions
- Agressive marketing and market research aimed at promoting the services of the Issuer new markets.
- Buying a companies and opening new offices in Moscow region to reach the region and the formation of a market leader.
Risk factors the Issuer may be a consequence of a sharp deterioration in its the financial situation or market environment. The measures taken by the company to mitigate these risks are reflected below.
Plans Of the Issuer in the near future to hold IPO, therefore, the company introduced standards of corporate management, created by the Board of Directors, published annually reporting on IFRS. This allows the company to identify the risks and take the necessary measures their elimination.
3.4.1 Information on the structure and competence of bodies control over financial and economic activities of the Issuer, and organization of risk management system and internal control
Is a full description of the structure of control over financial and economic activities of the Issuer and their competence in accordance with the Charter and internal documents of the Issuer:
According to the Charter of PJSC "Svetofor Group":
37.1. Control over financial and economic activities Society is exercised by the audit Commission.
37.3. Audit the Commission elected by the General meeting shareholders in the amount of 3 people from the number of shareholders or nominated by them candidates who are not members of the company's management bodies, as well as not performing the functions of the Chief accountant to serve until the next the annual General meeting of shareholders.
37.9. Competence The audit Commission includes:
(1) check the financial records of the Society, financial statements, opinions Commission on inventory of property, a comparison of these documents with the data primary accounting;
(2) analysis the correctness and completeness of reference accounting, tax, management and statistical accounting;
(3) analysis the financial situation of the Society, its solvency, liquidity of assets, equity and debt funds, net assets and Charter capital, identification of reserves of improvement the economic condition of the Society, development of recommendations for bodies management of the company;
(4) check the timeliness and correctness of payments suppliers of products and services, payments to the budget and extrabudgetary funds, accruals and payments of dividends, interest on bonds, repayment of other obligations;
(5) confirmation the accuracy of information included in annual reports of Companies, annual financial statements, reports profit and loss (accounts of profit and losses), distribution of profits, the accounting documentation for tax and statistical bodies, bodies of state management;
(6) check competence of the sole Executive authority to conclude contracts on behalf Companies;
(7) check the legitimacy of the decisions adopted by the Council of Directors, sole Executive authority and their conformity with the Charter of the company and decisions of the General meeting of shareholders;
(8) analysis resolutions of the General meeting for their compliance The law and statutes
Listed organization information system risk management and internal control over financial and economic activities of the Issuer (internal audit), including:
The Committee on audit of the Board of Directors of the Issuer formed.
information a separate structural units (units) of the Issuer risk management and internal control (other than from the audit Commission, body (structural units) conducting internal control over financial and economic activities of the Issuer) and features:
The functions of the person implementing risk management Of the Issuer is entrusted to the Manager risk management – risk Manager and functions of the persons responsible for internal control - Manager internal control.
Before the data the following employees are assigned tasks:
1. operating, to ensure the safety of of assets, efficient use of resources and capacity of the Issuer, the business continuity Of the Issuer, a decline in the number of emergency events and losses in business activities;
2. strategic to ensure the effective the functioning of the Issuer, its resistance to changes in the internal and external environment;
3. in the field compliance to to ensure the level of compliance activities of the Issuer applicable legal requirements and requirements local normative documents;
4. in the field reporting aimed at timely the preparation of reliable financial and non-financial reporting, internal and external reporting.
Part functional responsibilities these parties included:
- identification, analysis and assessment (measurement) Risks effective management of these Risks including efficient allocation of available resources to manage Risk-informed decision-making for the prevention of Risks of the Issuer;
- identification internal and external events that could to affect the achievement of your goals. Methods used to identify Risks include questionnaires, interviews, review of internal and external audits, etc.;
- ensuring continuous monitoring within the framework economic activities of the company, aimed at providing a reasonable guarantee the achievement of objectives, effective and efficient use of resources Society, safeguarding of assets, compliance with legislative requirements and reporting reliable reporting.
information the presence of Issuer private structural units (services) internal audit, its objectives and features:
The Issuer is not has the internal audit service.
Listed the policy information of the Issuer in the field risk management and internal control, as well as the presence of internal document of the Issuer establishing rules to prevent illegal use of confidential and insider information.
The Council of Directors of the Issuer has developed and approved the Policy Companies in region risk management and internal control.
The Issuer is not has an internal document establishing the rules preventing misuse confidential and insider information.
Basis risk management the Issuer is diversified customer base and a wide network of own and partner schools. Mr. Dagaev, who at the moment distribution of 100% of shares of the Issuer does not conduct other business in addition to providing educational services. The company does not only carefully monitors all changes in the legal framework, but is also active on discussion such changes and advises traffic police on the main problems of driving schools in Russia.
High the level of profitability allows companies to develop at their own resources. Placing of shares will allow of the company to achieve 5-year strategy growth, while not exceeding reasonable the level of Debt to EBITDA and indicator the attitude of their Own capital-to-Debt
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Operating |
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Average |
Average |
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Financial |
Violation of financial flows |
Low |
High |
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Market |
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Low |
Average |
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Commercial |
The loss of key customers |
Low |
Low |
Diversification of customer base, high brand awareness, constant work on improving the quality of services |
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Loss of license |
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Changes in legislation |
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This Memorandum is prepared for the purposes of the admission of placed securities Of the Issuer for public trading on trading in the IIM sector of MICEX.
Section IX. For more information about the Issuer and placed equity securities papers
3.5.1 Additional information about the Issuer
3.5.1.1 Information on the procedure for convening and holding meetings (meetings) of the management body of the Issuer
Name Supreme management body of the Issuer: The General meeting of shareholders
Order notification of shareholders (participants) on the holding of the meeting (session) of the Supreme of the Issuer's management body:
In accordance the Charter of PJSC "Svetofor Group":
28.21 Notice about the General meeting should to be sent registered mail shipment or transferred to shareholders personally against signature not later than, than:
- 50 days prior to the date of the meeting, if agenda for extraordinary meeting provides for the election of members of the Council of Directors;
- 30 days prior to the date of the meeting, if the agenda contains a question about the restructuring of Society.
- 21 days – in all other cases.
28.22 In the case if registered in the registry of shareholders of the company the person is nominal holder of shares, the message on holding the General meeting of shareholders and information (materials) to be to provide persons entitled to participate in the General meeting of shareholders are provided in accordance with the rules of the legislation of the Russian Federation on securities available for provide information and materials persons exercising rights under securities securities.
Persons (bodies), who has the right to convene (require carrying out) the extraordinary meeting (meetings) of the management body of the Issuer, and the order direction (presentation) of such requirements:
In accordance the Charter of PJSC "Svetofor Group":
28.2 Extraordinary the General meeting of shareholders is held according to the decision of the Board of Directors on the basis of his own initiative, requirements The audit Commission, Auditor, shareholders (shareholder) being owners of not less than 10% (ten percent) of the voting shares in the company on the date of requirements (hereinafter referred to as "Persons requiring the Convention"). The convening of an extraordinary the General meeting of shareholders is The Board of Directors or, in cases under the legislation Of the Russian Federation, court authorised court officials.
28.3 If the request to convene an extraordinary the General meeting directed simple a letter or other simple mail shipment, the date of filing of such requirements shall be the date specified in the date stamp, confirming the date of receipt of postal of departure, and in the case that the requirement of an extraordinary General the meeting sent by registered letter or other registered postal departure, - the date of delivery of the mail departure to the addressee against receipt. If the request to convene an extraordinary the General Assembly awarded under the painting the date of making such request is the date of delivery.
28.4 In demand of an extraordinary General meetings of shareholders shall be formulated issues submission to the agenda of the meeting may contain the wording of decisions on each of these issues, as well as the proposal on the form of holding the General meeting of shareholders. The request shall to be signed by the person requiring convocation.
28.5 In the event that if the request to convene an extraordinary the General meeting of shareholders comes from shareholders (shareholder), it shall contain the name (names) of shareholders (shareholder) requesting convocation of such Assembly, the quantities and category of the shares they hold.
28.8 Decision Of the Board of Directors to convene an extraordinary the General meeting of shareholders, or about refusal of its convocation at the request of the Persons requiring the Convention to be made within 5 (five) days from the date of the the relevant request. The decision Of the Board of Directors to convene an extraordinary the General meeting of shareholders or a motivated decision on the refusal to the convocation shall be sent to the Persons requiring of its convocation, not later than 3 (three) days from the date of such decision.
28.9 In the event that if during the preset current the law requires the Council the Directors did not decide on the convening of the the extraordinary General meeting of shareholders or the decision to refuse the convocation, the Persons demanding its convening, may apply to the court to compel Companies to conduct an extraordinary General meeting of shareholders.
Order determine the date of the meeting (meetings) of the management body Issuer:
In accordance the Charter of PJSC "Svetofor Group":
28.1. Annual the General meeting of shareholders is held according to the decision of the Board of Directors not earlier than 2 (two) months and not later than 6 (six) months after the end of of the reporting year.
28.6. Extraordinary the General meeting of shareholders convened at the request of the Persons requiring convocation must be held within 40 (forty) days since the submission of the requirements of an extraordinary the General meeting of shareholders;
28.7 If the proposed agenda of the extraordinary the General meeting of shareholders contains the issue of election of members of the Board of Directors, such General meeting of shareholders must be held in within 75 (seventy five) days from the date the submission of the request for its holding. In this case, the Board of Directors shall to determine the date up to which accepted proposals of shareholders on the nomination of candidates for election to The Board of Directors.
Persons who entitled to make proposals in the agenda the day of the meeting (session) of the Supreme body management of the Issuer, and the order making such proposals:
In accordance the Charter of PJSC "Svetofor Group":
28.14 Proposal on introducing issues to the agenda the annual General meeting of shareholders and proposals on nomination of candidates to the bodies of the company elected at this the General meeting shall be made by the shareholders, are the owners of not less than 2 (two) percent of voting shares Companies not later than 60 (sixty) days after the end of the reporting year.
28.15 Suggestions on introducing issues to the agenda the General meeting of shareholders and proposals on the nomination of candidates shall be made with stating the name (names) the submitting shareholders, the number and categories of shares owned by them and must be signed by the shareholders or their representatives. Shareholders Of The Company not registered in the registry of shareholders has the right to make proposals to the agenda of the General meeting of shareholders and proposals the nomination of a candidate by giving appropriate guidance to a person take into account their rights for shares. Such the instructions are given in accordance with the rules of the legislation of the Russian Federation on securities.
28.16 Offer on the nomination of candidates for election at the annual and extraordinary General meeting shareholders must contain the name body for election to which is candidate and for each candidate:
- name, name and patronymic;
data of identity document (series and (or) number of document, date and place of issue, issuing authority document);
- information on education;
- place of work and positions for the last 5 years.
28.17 If proposal of agenda the day of the General meeting of shareholders on the election of the auditor includes wording the decision on the issue, the proposal should contain the following information about the auditor:
- complete brand name legal entity — an auditing firm (or surname, name and patronymic of a natural person — auditor);
place location and contact telephone numbers;
- information membership in self-regulatory organizations auditors.
28.18 Motivated the decision of the Board of Directors to refuse the inclusion of the proposed matter in the agenda of the General meeting of shareholders or candidate in the list of candidates in the bodies of the company shall be sent to the shareholders introduced the issue or nominated the candidate not later than 3 (three) days from the date of its adoption. If the proposals entered the Society from persons that are not registered in the register of shareholders and gave instruction to the person performing the basis of their share rights, the decision Of the Board of Directors shall be so persons within 3 (three) days from the date of its adoption in accordance with the rules the legislation of the Russian Federation about securities to provide information and materials to persons exercising the rights on securities.
28.19 Council of Directors may not amend in the wording of the issues proposed for inclusion in the agenda of the General meeting of shareholders, and wording decisions on such issues.
In Addition 28.20 issues proposed for inclusion in the agenda of the General meeting of shareholders, and in the absence of such proposals, absence or insufficient the number of candidates proposed shareholders to form the corresponding authority, the Board of Directors may include in the agenda of the General meeting of shareholders the issues or candidates in the list of candidates in its sole discretion. The number of candidates proposed by the Board of Directors Companies may not exceed the quantitative the composition of the relevant body.
Persons who is entitled to review the information (materials) provided (provided) to prepare and of the meeting (session) of the Supreme management body of the Issuer and the procedure of familiarization with such information (materials):
In accordance the Charter of PJSC "Svetofor Group":
23.4 Rights the holders of shares of all categories:
......
(7) the right access to information (materials) to be provided to persons with the right to participate in the General meeting of shareholders;
28.24 List and the procedure for providing the persons having the right to participate in the General meeting shareholders, materials and information on the issues on the agenda of the General meeting of shareholders are determined by the requirements current legislation of the Russian Federation.
Order announcement (bringing to the attention of shareholders of the Issuer) of the decisions taken the Supreme management body of the Issuer and also results of voting:
In accordance the Charter of PJSC "Svetofor Group":
30.2 Decisions adopted by the General meeting of shareholders as well as voting results are announced at the General meeting in which the vote was taken, and brought not later than 4 (four) working days after the closing date of the General meeting of shareholders or deadline for receipt of ballots when holding the General meeting of shareholders in the form of absentee voting in the form Report on voting results to the attention individuals included in the list of persons the right to participate in the General meeting, in the manner provided for the message on holding of the General meeting of shareholders. Report on voting results is signed the Chairman and the Secretary the General meeting of shareholders.
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The number of securities of the issue |
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50 000 000 rub. |
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23.10.2018 |
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The register of holders of registered of securities of the Issuer shall Registrar:
Full brand name: Joint society Registry
Short brand name: JSC "Reestr"
Place location: Russian Federation, Moscow,
Address: 129090, Russia, Moscow, Bolshoi Balkan lane, 20, bld 1.
Bin: 1027700047275
INN: 7704028206
Information about the license for implementation of activities to maintain a register of owners of securities securities
Room: 045-13960-000001
Date of issue: 13.09.2002
End date steps: Indefinite
Name body that issued the license: FCSM (FFMS) of Russia
The date from which the Registrar shall maintain the register of owners of Issuer's securities: 28.06.2017
Other information on keeping the register of holders of registered securities of the Issuer referred to by the Issuer at own discretion:
Place finding the Saint-Petersburg branch JSC "Register":
190068, Saint-Petersburg, Naberezhnaya kanala Griboedova, d. 126