SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
of Foreign Issuer
May 12, 2003
to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
Commission file number: 333-14278
(Exact name of Registrant as specified in its charter)
(Jurisdiction of incorporation or organization)
16, Yauzsky Boulevard
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F . . . ý . . . . Form 40-F . . . o . . . .
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes .. . . o . . . . No . . . ý . . . .
Wimm-Bill-Dann Prices US$150 million Eurobond Offering
London, 8 May 2003. Wimm Bill Dann Foods OJSC announced today the pricing of a 5-year US$150 million Eurobond RegS/144A transaction. The issue was priced at par with a coupon of 8.50%. The deal was oversubscribed by more than five times and distributed across Europe, Asia and the United States.
The transaction is structured as Loan Participation Notes issued by UBS Luxembourg S.A. for the sole purpose of funding a loan to Wimm Bill Dann. Application has been made to list the notes on the London Stock Exchange.
The company intends to use the proceeds to reduce its short-term debt as well as to finance capital expenditures.
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For further enquiries please contact:
Wimm-Bill-Dann Foods OJSC
16 Yauzsky Boulevard, Moscow, Russia
Phone: +7 095 733 9726/9727
Fax: +7 095 733 9725
Shared Value Ltd
Phone: +44 20 7321 5019
Fax: +44 20 7321 5020
These materials are not an offer for sale of any securities of Wimm-Bill-Dann OJSC or UBS (Luxembourg) S.A. in the United States. Any securities offered by Wimm-Bill-Dann OJSC or UBS (Luxembourg) S.A. in connection with this potential offering have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.
This communication is directed only at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (the Order) and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as relevant persons). The Notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Notes will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
This press release is not a public offer or advertisement of securities in the Russian Federation, and is not an offer, or an invitation to make offers, to purchase any securities in the Russian Federation.
Some of the information contained in this press release may contain projections or other forward-looking statements regarding future events or the future financial performance of Wimm-Bill-Dann Foods OJSC, as defined in the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. We wish to caution you that these statements are only predictions and that actual events or results may differ materially. We do not intend to update these statements to conform them to actual results. We refer you to the documents Wimm-Bill-Dann Foods OJSC files from time to time with the U.S. Securities and Exchange Commission, specifically, the Companys most recent Form 20-F. These documents contain and identify important factors, including those contained in the section captioned Risk Factors in our Form 20-F, that could cause the actual results to differ materially from those contained in our projections or forward-looking statements, including, among others, potential fluctuations in quarterly results, and risks associated with our competitive environment, acquisition strategy, ability to develop new products or maintain market share, brand and company image, operating in Russia, volatility of stock price, financial risk management, and future growth.
Wimm-Bill-Dann Foods OJSC is a leading producer of dairy and juice products in Russia. The company was founded in 1992.
The Company currently owns 23 manufacturing facilities in 19 locations in Russia and the Commonwealth of Independent States (CIS), as well as affiliates in 26 cities in Russia and the CIS. The company also distributes its products in Canada, Germany, Israel, the Netherlands, the UK and the United States through both its own distribution network and independent distributors.
Wimm-Bill-Dann has a strong and diversified branded portfolio with over 1,100 types of dairy products and over 170 types of juice, nectars and still drinks. The company currently employs over 17,000 people.
Wimm-Bill-Dann was ranked second best out of 42 firms in terms of transparency in the informal S&P survey of leading Russian companies, and was rated fourth best in the latest Brunswick UBS Warburg survey of corporate governance in Russia.
Wimm-Bill-Dann was awared best European Equity Deal of 2002 by Euroweek and Institutional Investor magazines.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
WIMM-BILL-DANN FOODS OJSC
/s/ Vladimir V. Preobrajensky
Vladimir V. Preobrajensky
Chief Financial Officer
Wimm-Bill-Dann Foods OJSC
Date: May 12, 2003