IPJSC Etalon Group (the “Company” or the “Group”), one of Russia’s largest development and construction companies, announces the preliminary results of its secondary public offering (the “SPO” or the “Offering”) of ordinary shares (the “Shares”) on the Moscow Exchange.
· On 9 February 2026, the Company’s Board of Directors set the Offering price at RUB 46 per Share, in line with the previously announced price target, and also approved the use of 22 million shares for a long-term management incentive programme (the “LTI Programme” or the “Programme”). The Programme stipulates the right to acquire ordinary shares of IPJSC Etalon Group upon the achievement of strategic targets related to growth in the Group’s capitalisation and profitability. The Programme schedule calls for the shares to be spread over several tranches through 2028. The Programme pool will be formed from ordinary shares of IPJSC Etalon Group acquired by a Group subsidiary as part of the announced Offering.
· The book-building period for the Offering took place from 26 January to 9 February inclusive.
· To date, the Company has received applications for the acquisition of approximately 411 million Shares, including an application from the Company’s largest shareholder, PJSFC Sistema, for 377 million Shares, an application from a subsidiary of the Company for 22 million Shares to form the pool for the LTI Programme, as well as applications for more than 12 million Shares under the remaining components of the Offering, including 11 million Shares within the exercise of pre-emptive rights.
· Applications submitted as part of the on-exchange placement will be accepted on 10 February in accordance with the regulations for the on-exchange placement.
· The payment deadline for Shares acquired through pre-emptive rights is 17 February inclusive. The Company intends to conduct an additional bookbuild for Shares that were not paid for during the pre-emptive rights placement.
· The total number of Shares to be placed as part of the SPO will be announced after completion of the payment period for Shares acquired through pre-emptive rights but no later than 20 February 2026.
· 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.
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 JSC Biznes-Nedvizhimost (“BN” and the “Transaction”), which owns land plots and commercial properties in attractive locations in Moscow and St Petersburg. The remaining funds are expected to be used for business development, debt reduction and the Group’s general corporate purposes.
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 PJSFC Sistema for RUB 14.1 billion.[1] The Transaction will enable the Company to become one of the largest premium-class developers in Russia and to expand its presence in promising and resilient segments of the real estate market.
· 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 relevant authorities, which have approved the development type and the permitted technical and economic parameters for the projects.
· 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.
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.
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.