Yandex Announces Proposed Offering of Convertible Notes - Seite 2

The Company intends to use the net proceeds from the Offering for general corporate purposes, as well as capital expenditures, strategic investments or acquisitions and share buybacks.  However, Yandex has no current agreements or commitments with respect to any material investment, acquisition, or strategic transaction.

The final terms of the Notes have not been finalised and will be determined at the time of pricing of the Offering, expected later today.

Application will be made for the Notes to be admitted to trading on The International Stock Exchange (TISE), Channel Islands within 90 days after the Settlement Date.

In the context of the Offering, the Company has agreed to a lock-up period of 90 days, subject to customary exceptions.

The Notes will be offered in reliance on Regulation S under the U.S. Securities Act of 1933 (the “Securities Act”) through a private placement only to institutional investors that are not U.S. persons, outside the United States, Canada, Japan, Australia, the Russian Federation (except and to the extent otherwise permitted under Russian law) and South Africa.

This press release contains information about the Offering, and there can be no assurance that the Offering will be completed.

Goldman Sachs International is acting as Sole Global Coordinator and Joint Bookrunner and J.P. Morgan Securities plc, Morgan Stanley & Co International plc, UBS AG, London Branch and VTB Capital plc are acting as Joint Bookrunners in respect of the Offering.

ABOUT YANDEX

Yandex (NASDAQ and MOEX: YNDX) is a technology company that builds intelligent products and services powered by machine learning. Our goal is to help consumers and businesses better navigate the online and offline world. Since 1997, we have delivered world-class, locally relevant search and information services. Additionally, we have developed leading on-demand transportation services, navigation products, and other mobile applications for millions of consumers across the globe. Yandex, which has 34 offices worldwide, has been listed on the NASDAQ since 2011.

Contacts:

Investor Relations
Katya Zhukova
Phone: [phone]
E-mail: [e-mail]

Press Office
Ilya Grabovskiy
Phone: [phone]
E-mail: [e-mail]

REPRESENTATIONS BY INVESTORS

AN INVESTMENT IN THE NOTES INCLUDES A SIGNIFICANT DEGREE OF RISK. IN MAKING ANY DECISION TO PURCHASE THE NOTES, AN INVESTOR WILL BE DEEMED (A) TO HAVE SUCH BUSINESS AND FINANCIAL EXPERIENCE AS IS REQUIRED TO GIVE IT THE CAPACITY TO PROTECT ITS OWN INTERESTS IN CONNECTION WITH THE PURCHASE OF THE NOTES, (B) NOT TO HAVE RELIED ON (I) ANY INVESTIGATION THAT ANY OF THE JOINT BOOKRUNNERS OR ANY OF THEIR RESPECTIVE AFFILIATES, OR ANY PERSON ACTING ON BEHALF OF A JOINT BOOKRUNNER OR ANY OF THEIR RESPECTIVE AFFILIATES, MAY HAVE CONDUCTED WITH RESPECT TO THE ISSUER, THE NOTES OR THE ORDINARY SHARES TO BE ISSUED OR TRANSFERRED AND DELIVERED UPON CONVERSION OF THE NOTES (TOGETHER WITH THE NOTES, THE “SECURITIES”), OR (II) ANY DISCUSSIONS, NEGOTIATIONS OR OTHER COMMUNICATIONS ENTERED INTO WITH, OR ANY OTHER WRITTEN OR ORAL INFORMATION MADE AVAILABLE BY THE JOINT BOOKRUNNERS OR THEIR OFFICERS, EMPLOYEES OR AGENTS, (C) TO HAVE MADE ITS OWN INVESTMENT DECISION REGARDING THE SECURITIES BASED ON ITS OWN KNOWLEDGE, INVESTIGATION AND ASSESSMENT OF THE ISSUER, THE ISSUER’S SUBSIDIARIES, THE SECURITIES, THE TERMS OF THE NOTES AND THE TERMS OF THE PLACEMENT OF THE NOTES, AND BASED ON SUCH OTHER PUBLICLY AVAILABLE INFORMATION IT DEEMS NECESSARY, APPROPRIATE AND SUFFICIENT (AND WHICH IT CONFIRMS IT HAS BEEN ABLE TO ACCESS, READ AND UNDERSTAND) AND (D) TO HAVE CONSULTED ITS OWN INDEPENDENT ADVISERS OR TO OTHERWISE HAVE SATISFIED ITSELF CONCERNING, WITHOUT LIMITATION, ACCOUNTING, REGULATORY, TAX OR OTHER CONSEQUENCES IN THE LIGHT OF ITS PARTICULAR SITUATION UNDER THE LAWS OF ALL RELEVANT JURISDICTIONS.