OREANDA-NEWS. December 21, 2009. Rambler Media Limited (RMG.LN) (“Rambler Media” or the “Company”), the operator of one of Russia’s most popular internet brands, received notification that ProfMedia group, the Company’s majority shareholder, acting through its holding company, PM Invest Company Limited (“ProfMedia”), has acquired 2,006,522 ordinary shares of USD 0.01 each in Rambler (“Ordinary Shares”), representing approximately 13.03 per cent. of the Company’s issued Ordinary Share capital, from ING Bank N.V., London Branch (“ING”).

ING entered into a total return swap transaction (“TRS”) with ProfMedia following the Reverse Accelerated Bookbuild transaction (the “ABB”), which was announced on 12 November 2009 and resulted in ING holding 2,006,522 Ordinary Shares under the TRS. Following the receipt of the relevant regulatory approvals, ProfMedia was permitted to increase its stake in Rambler’s issued Ordinary Share capital to above 75 per cent. Consequently, the TRS was settled, enabling ProfMedia to acquire the 2,006,522 Ordinary Shares from ING.

As a result of the transaction, ProfMedia now holds 13,554,758 Ordinary Shares, representing approximately 88.03 per cent. of the issued Ordinary Share capital of Rambler. The shares were acquired at a price of USD 6.00 per Ordinary Share, being the same price per Ordinary Share at which ProfMedia undertook the ABB, for a total consideration of USD 12,039,132.