The SPO will enable the Company to finance the strategic acquisition of Biznes-Nedvizhimost JSC and join the ranks of Russia’s largest premium real estate developers
Etalon Group IPJSC (the “Company” or the “Group”), one of Russia’s largest development and construction companies, announces that it has launched a secondary public offering (the “SPO” or the “Offering”) of ordinary shares on the Moscow Exchange and has begun the bookbuilding period as part of the SPO.
The proceeds raised through the Offering will be used to implement the Group’s strategy:
· The Company plans to use the majority of the proceeds raised through the SPO to pay the transaction purchase price to acquire 100% of Biznes-Nedvizhimost JSC (the “Transaction” and “BN”, respectively), which owns land plots and commercial properties in attractive locations in Moscow and St Petersburg. The Transaction will enable the Group to expand its asset portfolio considerably amid a shortage of high-potential land plots in the Moscow and St Petersburg regions.
· After settlement of the purchase price under the Transaction, the remaining proceeds will be allocated for business development and to strengthen the Group’s position in the premium real estate segment, improve operational efficiency, reduce debt and meet the Group’s general corporate needs.
Indicative Terms of the Offering
As part of the SPO, the Company may issue up to 400 million ordinary shares (the “Shares”) in order to raise a target amount of up to RUB 18.4 billion (the “Target Proceeds”). The total number of Shares to be issued will be announced following completion of the SPO.
The price target for the SPO is RUB 46 per Share, which is comparable to the volume-weighted average price for the 12 months of 2025. According to the terms of the Placement, the Share Placement Price will be set by the Company’s Board of Directors after the pre-emptive rights period and will be determined no later than 10 February 2026.
All proceeds raised in the SPO will be received by the Company (100% cash-in). The Company intends to allocate RUB 14.1 billion of this amount to finance the strategic acquisition of Biznes-Nedvizhimost JSC (as indicated below), while the remaining funds are expected to be used for business development, debt reduction and the Group’s general corporate purposes. It is expected that some of the shares issued under the SPO may be used, among other things, to form a pool for a long-term management incentive program, which is currently under development.
The Offering consists of the following components:
i. an on-exchange placement with a preliminary bookbuilding period (the “On-Exchange Placement”);
ii. an over-the-counter placement of Shares in which the Company’s key shareholder, Sistema PJSFC, intends to participate (the “OTC Placement”);
iii. a placement for existing shareholders pursuant to their pre-emptive rights to acquire Shares (the “Pre-emptive Rights Placement”).
The preliminary bookbuilding period for the Offering will run from 26 January to 9 February 2026, inclusive.
Applications to acquire Shares in the On-Exchange Placement may be submitted through Russian brokers or, in the case of the OTC Placement, directly to the Company.
Existing shareholders of the Company are entitled to participate in the Pre-emptive Rights Placement. They may submit applications to the registrar or the custodian to acquire Shares in proportion to their stake in the total number of the Company’s ordinary shares as of 5 September 2025. If any Shares remain unpaid following the Pre-emptive Rights Placement or the OTC Placement, the Company may conduct an additional bookbuild to place such Shares.
According to the information available to the Company, PJSFC Sistema intends to submit an application to acquire Shares in the OTC Placement in an amount of up to 377 million Shares.
The Company is currently developing a long-term incentive program that will facilitate the achievement of the Group’s strategic goals and portfolio development through long-term incentives for key employees. Upon receipt of the necessary corporate approvals, the Company intends to establish a pool for the incentive program: a Company subsidiary, acting as the administrator of the program, intends to acquire up to 22 million Shares through the OTC placement.
The Company and its controlled entities have undertaken standard lock-up commitments not to sell the Company’s Shares for 180 days from the completion date of the SPO, while the Company’s largest shareholders have undertaken similar restrictions for 90 days from the same date. The relevant agreements are published on Etalon Group’s website: https://www.etalongroup.com/corp/documents/.
Financing the acquisition of BN with proceeds from the SPO:
· The SPO will, among other things, enable the Group to finance the acquisition of BN from Sistema PJSCF for RUB 14.1 billion.[1]
· BN’s portfolio includes 42 land plots and commercial real estate. The majority of the plots will be used for the development of business- and premium-class residential real estate in prestigious locations in Moscow and St Petersburg, including sites on the first waterfront line in the Serebryaniy Bor recreational area.
· BN’s assets have significant potential to appreciate in value through the development of residential and commercial real estate.
· The development potential of the 18 properties that the Company plans to develop first exceeds 200 ths sqm. Expected revenue from the sale of those properties by 2032 is estimated at more than RUB 185 billion, with a gross margin of over 40%. Approvals have been obtained for 17 of the 18 projects from the Moscow City Urban Planning and Land Commission, which has approved the development type and the permitted technical and economic parameters.
· BN’s remaining sites are also expected to become a significant source of profit for the Group, including after the completion of an assessment of their development potential.
The acquisition of BN is aligned with the Company’s strategy to increase the share of premium projects in its portfolio, develop its AURIX premium brand and diversify its land bank.
Mikhail Buzulutsky, President of Etalon Group, said:
“Our Company has come a long way from a St Petersburg–based residential construction company to one of Russia’s leading nationwide developers. We successfully completed our redomiciliation in 2025 and are now starting a new chapter in the Group’s capital markets history. The SPO will enable us to implement our strategic plans aimed at increasing shareholder value and developing high-margin projects.
“The secondary public offering will enable us to expand our land bank in the high-margin segment without increasing our debt position and to join the ranks of Russia’s largest premium-class developers. The premium segment in the Moscow and St Petersburg regions has demonstrated resilient demand across different phases of the economic cycle: over the past three years, it has grown, according to analysts’ estimates, by an average of 96% per year. The acquisition of Biznes-Nedvizhimost JSC is an important driver of the Group’s further growth, which will strengthen the Company’s presence in the commercial real estate segment and allow it to benefit from substantial incentives related to job creation.”
Principles for allocation in the On-Exchange Placement:
· The minimum guaranteed allocation per retail investor will be determined following the bookbuilding process but will be no less than one lot.
· The maximum allocation per retail investor will be determined following the bookbuilding process.
· No minimum or maximum allocation limits have been established for institutional investors and legal entities; the Company will determine such limits following the preliminary bookbuilding process.
· Allocations will be determined independently of the broker through which an investor participates in the SPO and independently of the timing of the application submission during the bookbuilding period.
· The Company will strive to ensure a balanced allocation between retail and institutional investors.
· To avoid doubt, the above allocation principles should be considered in conjunction with applicable law and the procedures governing the placement of the Shares.
Issue documentation, placement terms and other materials are available on Etalon Group’s website: https://www.etalongroup.com/corp/documents/.
[1] The value of the Transaction is indicated in accordance with the purchase and sale agreement dated 28 August 2025. BN’s valuation was calculated by an independent appraiser and represents the aggregate value of the land plots and the income-generating assets located thereon, net of adjustments for financial liabilities.
DISCLAIMER
The information contained in this report shall not be published or distributed, in whole or in part, outside the Russian Federation.
Any information contained in this report is current only as of the date of its publication. Etalon Group and its subsidiaries, their affiliates or other related persons, including directors, managers, employees, agents, advisers or consultants (hereinafter referred to as the “Representatives”) and other persons shall not make any changes to this report after the date of its publication and shall not be liable for any financial losses or other damages arising as a result of any information in this report becoming outdated or incomplete after the date of its preparation.
This report is for informational purposes only and does not constitute a prospectus or a document equivalent to a prospectus, a decision to issue securities, an individual investment recommendation (within the meaning defined in Federal Law No. 39 of 22 April 1996 “On the Securities Market”) in relation to the securities of the Company / any other securities / any assets mentioned in this report, an obligation on the part of the Group, the Representatives or other persons, as well as an offer or a proposal to make offers to sell, purchase, exchange or otherwise transfer securities, an offer to carry out other transactions / operate with securities or votes, exercise other rights thereon, advertise any securities in any jurisdiction, guarantee or promise a sale of securities or any assets / place securities / conclude any agreement and cannot be considered or interpreted as any of the above. Any information contained in this report should be independently assessed by its readers, who, if necessary, should seek appropriate professional advice at their own expense.
This report may constitute or contain forward-looking statements. Forward-looking statements are not historical facts and can be identified by words such as “plans,” “aims,” “seeks,” “anticipates,” “expects,” “intends,” “estimates,” “continues,” “will,” “may,” “shall,” “should” or similar expressions (including derivatives of these words). Such forward-looking statements, at the time of their publication, reflect the Group’s beliefs, intentions and current objectives or goals relating to, among other things, the Group’s and its subsidiaries’ operating results, financial position, liquidity, prospects, growth and strategies. While the forward-looking statements contained in this report are based on reasonable assumptions, any such statements are subject to known and unknown risks and uncertainties, including material business conditions and external factors discussed in Section 2.8 of the prospectus for securities of Etalon Group, registered by the Bank of Russia on 19 January 2026 and posted on the Company’s website at https://www.e-disclosure.ru/portal/files.aspx?id=39517&type=7 (hereinafter referred to as the “Prospectus”), which may cause the actual performance of the Group and the industry to differ materially from what is projected in such forward-looking statements. Such forward-looking statements in each case represent only one of many possible scenarios and should not be considered the most likely or standard scenario. Neither the Group, its Representatives nor any other persons make any guarantees or other representations that the results anticipated in such forward-looking statements will be achieved. Accordingly, undue reliance should not be placed on forward-looking statements.
Any reference in this report to the Secondary Public Offering’s parameters and other information is based solely on the Prospectus. This report does not contain the full terms and conditions of the Shares. Before making an investment decision regarding whether or not to conduct an operation with the Shares, you should also read the Prospectus.
Source of information subject to disclosure in accordance with the legislation of the Russian Federation on securities: https://www.e-disclosure.ru/portal/company.aspx?id=39517
This and other recent announcements are available on the Etalon Group website:
https://www.etalongroup.com/en/news/.
IR Team
About Etalon Group
Founded in 1987, today Etalon Group is one of the leading nationwide players in Russia’s development and housing construction sector. The Company develops real estate projects for the middle class in Moscow, the Moscow region and St Petersburg. The Company has been actively developing in eight regions across Russia since 2021, with large-scale projects under way in Omsk, the Novosibirsk region, Ekaterinburg, Tyumen and Kazan. With 38 years of successful operations and ongoing regional expansion, the Company remains one of the largest players in the Russian real estate market. Since its foundation, Etalon Group has delivered 9.2 mln sqm of real estate.
Thanks to its integrated business model, Etalon Group creates added value for customers and shareholders at every stage of development, from land plot analysis and acquisition to the operation and maintenance of existing properties. Etalon Group employs more than 6,000 people.
Etalon Group’s total assets comprise 27 projects under development, unsold inventory at completed residential complexes and commercial properties, with total unsold NSA of 5.5 million sqm, as well as a construction and maintenance division. According to Nikoliers, the value of Etalon Group assets as of 31 December 2024 was RUB 305 billion.
In 2025, Etalon Group’s new contract sales totalled 671 ths sqm, or RUB 153.5 billion.
The Company’s revenue in 2024 amounted to RUB 131 billion, with EBITDA of RUB 27.6 billion.
Etalon Group shares are traded on the Moscow Exchange (ticker ETLN) and have been included in the Level 2 quotation list since September 2025.