Update on current status of ongoing discussions regarding a potential restructuring of Ruric's bond loan



Press Release
May 6, 2013


Update on current status of ongoing discussions regarding a potential
restructuring of Ruric's bond loan

  * Discussions with bondholders' agent and bondholders' committee regarding a
    restructuring of Ruric's bond loan are ongoing and making good progress, but
    no firm restructuring proposals for shareholders and bondholders have been
    agreed upon yet.
  * Based on the current status of the negotiations, Ruric would like to present
    the following two restructuring options to the bondholders:
      * Option  1: 50 % of the existing bonds are exchanged for shares in Ruric,
        whereas  the remaining 50 % of the  existing bonds are exchanged for new
        bonds  issued by a subsidiary of Ruric that will consolidate certain key
        assets.
      * Option 2: All of the existing bonds are repaid by way of (i) Ruric
        transferring to the bondholders the full ownership of the business
        centers Gustaf, Magnus and Oscar and the Strelna land plot, together
        with (ii) a new share issue in Ruric giving the bondholders a 20 %
        shareholding in Ruric.
  * The proposals remain subject to further negotiations and review as well as
    input from legal, tax and accounting advisers.
  * Ruric proposes that the bondholders at today's bondholders' meeting mandates
    the  Bondholders' Negotiating Group  to finalise the  negotiations of one or
    both of the two options that Ruric proposes. . The bondholders would then at
    a subsequent bondholders' meeting vote on the approval of either Option 1 or
    Option 2.
Bondholders representing about 60 per cent of outstanding bonds have preliminary
indicated that they in principle are positive to the proposals.


Russian Real Estate Investment Company AB (publ) ("Ruric" or the "Company") is
exploring the possibility of a restructuring of its bond loan no 4 not exceeding
SEK 682,766,800 10 %/13 % 2010/2014, maturing November 16th 2014 (the "Bond
Loan"). This process includes discussions with CorpNordic Sweden AB (the
"Agent"), the agent for the bondholders' under the terms and conditions of the
Bond Loan, a group of bondholders consisting of Alecta, Alpcot Capital
Management Ltd, Proventus and Bengt Stillström (the "Bondholders' Negotiating
Group") and certain major shareholders in Ruric (the "Principal Shareholders").

Ruric and the Bondholders' Negotiating Group have been engaged in negotiations
with a view to finding an agreement that would protect the interests of the
bondholders and at the same time secure financial long-term viability for Ruric.
Based on these negotiations Ruric would like to present the following two
restructuring options to the bondholders:



Option 1         Conversion/New Bond

50 % of the existing bonds under the Bond Loan (the "Existing Bonds") would be
exchanged for shares in Ruric, whereas the remaining 50 % of the Existing Bonds
are exchanged for new bonds ("New Bonds") issued by a subsidiary of Ruric that
would be established by Ruric for this purpose. The option is proposed to
include the following preliminary and tentative steps:

 1. Ruric  shall  issue  new  class  B  shares  to the bondholders at a proposed
    conversion  price of SEK 0.65 in consideration  for the redemption of 50% of
    the Existing Bonds.
 2. Ruric shall incorporate a new subsidiary, tentatively named Ruric Properties
    AB, which shall consolidate on its balance sheet:
      * shares of Ruric 2 AB, Ruric 3 AB, Ruric 4 AB and PD Finance AB; and
      * all   claims   against   Ruric   Group  of  these  companies  and  their
        subsidiaries.
 3. The remaining 50 % of the Existing Bonds are exchanged for the New Bonds.
 4. The  Principal  Shareholders  and  certain  key bondholders (as shareholders
    following  the restructuring of the Bonds) shall sign an interim undertaking
    which (subject to not triggering any mandatory tender offer):
      * secures  the bondholders' right to appoint  the majority of the board of
        Ruric  Properties AB with  one (1) board  member to be  appointed by the
        Principal Shareholders; and
      * Secures a "neutral" board of directors of Ruric during the restructuring
        consisting  of  two  directors  representing shareholders, two directors
        representing bondholders, and one independent director to be approved by
        both parties.
 5. Shareholders  of Ruric shall be offered the opportunity to subscribe for new
    shares  in in a rights  issue directed to all  shareholders for an estimated
    subscription price of SEK 0.20 per share:
      * total subscription price: US$ 15M (SEK 98M)
      * If  other shareholders do not subscribe, the Principal Shareholders will
        purchase further shares such that that their total investment amounts to
        up  to  US$  10M and  they  reserve  their  right  to subscribe for more
        shares.
      * Once  at least US$  5 million is invested  by the Principal Shareholders
        and  the  other  parts  of  the  restructuring has been completed, a new
        shareholders'  meeting will  be convened  and new  board of directors of
        Ruric  will  be  elected  (with  only  one (1) director representing the
        bondholders).
 6. Ruric  Properties AB to enter into  a Property Management & Service Contract
    with  Ruric whereby Ruric undertakes to provide facility management services
    in  respect of the business centers  Gustaf, Magnus and Oscar (the "Business
    Centers")  and  the  Strelna  land  plot  ("Strelna") during a five (5) year
    period for an annual fee of US$ 1.5M.
 7. The main terms of the New Bond are proposed to be:
      * Amount - SEK 320M
      * Maturity -  Nov 2017
      * Floating  Coupon payment  corresponding to  net operating income ("NOI")
        from  the  Business  Centers  and  Strelna  less fees under the Property
        Management & Service Contract
      * If  NOI (less  fees) yields  more than  10 % per  year, then  any amount
        exceeding 10 % shall be applied towards repayment of the bonds.
      * Pledge  over  (amongst  other  things)  Business  Centers and Strelna as
        security  for the New Bonds (subject to any mandatory law restrictions).

      * The New Bonds are non-recourse to the other assets of Ruric.
 8. Ruric  will upon completion  of the restructuring  pay for all  costs of the
    restructuring (including reasonable legal fees).
Option 2        Repayment

All of the Existing Bonds are repaid by way of Ruric transferring to the
bondholders the full ownership of the Business Centers and Strelna.

The Existing Bonds shall be deemed fully repaid by:

      * the  transfer of  ownership of  the Business  Centers and Strelna to the
        bondholders; and
      * a  new share issued by Ruric  giving the bondholders a 20 % shareholding
        in Ruric following the share issue.
All  Existing Bonds shall be  deemed to be settled  upon completion of the above
stated transactions.

Ruric  will  upon  completion  of  the  restructuring  pay  for all costs of the
restructuring (including reasonable legal fees).

Proposed next steps for the restructuring

Ruric proposes that the following next steps are taken:

  * Ruric proposes that the bondholders at today's bondholders' meeting:
      * vote against accelerating the Existing Bonds, and
      * give  a  mandate  to  the  Bondholders' Negotiating Group (together with
        legal  advisers) to  negotiate and  finalise term  sheets in  respect of
        Option 1 and Option 2.
  * the  bondholders  shall  at  a  subsequent  bondholders' meeting vote on the
    approval  of  either  Option  1 or  Option  2 as  set out in the term sheets
    referred to above; and
  * all  necessary  transactions  shall  be  implemented  as  soon  as  possible
    following the bondholders' approval of the term sheet.


DISCLAIMER - IMPORTANT INFORMATION

This press release provides non-binding information and may not be relied upon
in connection with the purchase or sale of any security. The information in this
press release is preliminary and neither this press release nor any other
written or oral information made available will form the basis of any contract
or be construed as an offer or a solicitation to purchase or subscribe for any
securities in Russian Real Estate Investment Company AB (publ) in any
jurisdiction.

This press release is not for distribution in the United States, Australia,
Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or Switzerland.




For additional information:

Tatiana Ottestig, CEO of RURIC AB
Tel.: +7 (812) 309-78-95
E-mail: TOttestig@ruric.com
Web:  www.ruric.com



About company:

RURIC AB (Russian Real Estate Investment Company AB (publ) (reg. No.
556653-9705, Hovslagargatan 5 B, SE-111 48 Stockholm)) is a company with Swedish
capital, operating in St. Petersburg commercial real estate market since 2004.

Besides its property management, RURIC AB establishes the realty agency, which
services are based on the cutting edge mobile application, and introduces the
system analyzing visitors traffic at business and trade centers prepared by the
partners. This method has no parallels and is suggested as a part of the
consulting offer for office and retail property owners.

Beyond that, the company is already dealing with the investment projects
coordination, local and national market approach consulting, valuation and
property trust services. Real estate portfolio construction and management
services are also included. These services apply to the property of different
return, from €100,000 to 6% per annum.

RURIC's Certified Advisor at First North is Erik Penser Bankaktiebolag

[HUG#1699485]

Attachments

Press-release 06.05.2013 (.pdf file).pdf