The Invitation to take Participation in PJSC to Implement Inter Regional System (IRS) of Procurement Automation on the principles of Unified Information Space (UIS) and Stock Trading
To attention of Leadership and management of the pharmaceutical market of the Russian Federation, individuals and legal entities: pharmacies and pharmacy networks, hospitals, medical community, distributors, domestic and foreign manufacturers, users of the system «Cross Market», information and marketing companies, financial and insurance entities (hereinafter a possible Participant).
The company «Infodrom Media Center» (hereinafter Initiator) invites to consider participation in the creation and operation of an Inter Regional System (IRS) for the procurement automation in the pharmaceutical market of the Russian Federation on the principles of the Unified Information Space (the possible Initiator and the Participant, hereafter the Parties).
This Invitation is the result of generalization of experience 16 years of successful work of the Initiator in the field of automation of procurement activities of pharmaceutical institutions and health facilities in the framework developed by the Initiator of the System of integral order «Cross-Market» system and pharmacy automation «Cross Pharmacy». Additionally, the Proponent has developed long-term and balanced contractual relationships with 200 distributors and manufacturers of pharmaceutical market.
The agreement of the Parties with this Invitation is a Testament to the understanding of the Parties that no separate system of «Cross-Market», or other disparate independent systems integrated in the current technical, software and organizational format can not completely solve the pharmaceutical market of the Russian Federation on the implementation of efficient, reliable and fully automated procurement activities.
The proposed IRS project will provide:
For all pharmacies:
the elimination of the cost of doing your own item directories;
reduction of losses in connection with the liquidation of failures in the supply;
the increase in the rate of turnover;
the availability and accessibility of marketing and analytical information;
the provision of regulatory and reference information (registered rates, culling, etc.);
the creation of the unified Internet channel of trade;
the creation of integrated markets, discount and bonus goods.
For pharmacy networks:
reduction (elimination) of costs to maintain their own automation systems procurement.
a single interface for all pharmacy institutions of the Russian Federation (instead of 15 interfaces);
the opportunity to work with real commodity residues depots;
the ability of normalization of work of warehouses (peak load);
the decrease in accounts receivable of pharmacies;
the introduction of uniform system of electronic signatures.
obtaining objective information about the movement of products in real time;
obtaining objective information about the work of medical representatives;
the introduction of the integrated bonus programs to promote the products.
For Information companies:
the extension of the service area and the income stabilization;
working with the UIS interface increases the demand for software products;
additional revenues from the maintenance information reference channels.
For marketing companies:
tracking the effectiveness of advertising campaigns;
tools to monitor the work of medical representatives.
For financial institutions:
the possibility of a system of financing procurement of market participants;
lending institutions for pharmacy automation;
For the population of the Russian Federation:
significant improvement of supplying the population with pharmaceuticals;
improving the quality of public services.
Conceptual provisions for participation in the construction of the IRS:
parties are interested in building the MRS;
parties are ready to participate in the project of creation and operation of future IRS;
the parties agree that the most suitable organizational structure for the IRS project implementation is the Public Joint Stock Company;
the parties acknowledge the fact that it is possible to build the IRS on the principles of the Unified Information System with the use of the complex information platform of the «Cross Market» system taking into account its further technological development and improvement;
the participant agrees that the designed IRS in its meaning and composition is the next, natural and necessary stage of information and program development of the Russian pharmaceutical market, should be and will be an organizing structure that will allow to develop standards of information interaction for all market participants, to implement them in the market, as well as to control and maintain compliance with the developed standards.
Reference to the steps taken to implement the construction of the MRS by the Initiator. Necessary information about the rules of acquisition of PAO shares.
The Initiator from its side on 1.1.2020 has already made a number of actions that contribute to the creation of the IRS:
1. All major technological developments of Infodrom Media company have passed state registration in Russia;
2. The trademark System «Cross Market» was registered;
3. PJSC «Infodrom PLC» (hereinafter referred to as PJSC) was registered in the Republic of Cyprus (the place of registration was chosen to facilitate the investment process by foreign pharmaceutical business);
4. PJSC registration was carried out with the participation of well-known auditing company DeLoitte;
5. The auditor of PAO is the Cyprus company Martis Papachrisou & Co Ltd, Certified Public Accountants;
6. The authorized capital of PJSC was registered in the amount of 10 (ten) million Euros, the state duty in the amount of 60 000 (sixty thousand Euros) was paid, the issue of 1 (one) billion shares with the nominal value of 1 Euro cent was registered;
7. All undistributed shares of the company are owned by the company and do not participate in voting;
8. For implementation of MRS creation project the PJSC puts out to investors the target tranche of 100 (one hundred million shares) with initial share price of 50 (fifty) Euro cents;
9. Participants of Cross Market system and companies possessing intangible assets which can be used for creation of MRS system are invited to participate in the target tranche;
10. The target tranche (Tranche-A) for an individual shall comply with the restriction on purchase of PJSC shares in the amount not exceeding 500,000 shares, for a legal entity not exceeding 5,000,000 shares;
11. Estimated composition of PJSC shareholders: 30-35% — information companies, 20-25% — distributors, 20-25% — pharmacies, 25-30 — manufacturers of pharmaceutical products;
12. For other potential investors, semantically unrelated to the field of pharmaceuticals and willing to participate in the MRS project, a tranche of 40 (forty) million shares with an initial price of 5 (five) euros (Tranche-B) is proposed;
13. The contract for sale of PJSC shares is executed by a 5-year (60 calendar months) 2-stage option to buy back a block of shares at a fixed price. During the first 18 months (Stage 1), the investor must pay 10% of the value of the share package (when signing the share purchase agreement — 1% is paid), the remaining 9% must be paid before the expiration of 18 months from the signing of the agreement.
14. In case of payment by the investor when signing the contract for the entire amount of the first stage of the contract (10% of the total cost of the share package), he will be given a discount of 5% of the amount of payment for the first stage;
15. If the investor meets the conditions of the first stage of the contract, he will be granted the right to buy the remaining 90% of the option shares (stage 2) within the next 42 months without setting a payment schedule. We remind you that the option contract gives the right to buy back the shares at a fixed price, not the obligation to buy them back.
17. Starting from 1.02.2016 the initiator conducts preliminary registration (listing) of individuals and legal entities that have expressed their intention to participate in the MRS Project and in the PJSC. Official signing of PJSC Stock Purchase and Sale Agreements is scheduled for 1.7.2019;
18. Such preferential treatment for purchase of PJSC shares through an option is an evidence that creation of the MRS does not require significant financial capital, but is based on intangible assets of the target tranche participants. These intangible assets include: Participants’ experience, market knowledge, professional business relations, reputation, participant brands, goodwill, software products and technologies. In addition, the introduction of IRS elements has a positive impact on the Participants’ own business processes;
19. The cost of share purchase for the next investor increases according to a certain law depending on the size of the previous investor’s option and the size of the balance of unallocated shares in the tranche of the project;
20. On means invested by the Initiator in PJSC (24 million shares in the mode of purchase options have been realized) in the resort complex Aphrodite Hills the real estate has been acquired and the headquarters of PJSC has been organized;
21. Shareholders of PJSC are granted 20% discounts when placing on vacation on PJSC real estate;
22. The establishment of Infodrome Regions, a subsidiary company of PJSC, which will implement the IRS project in Russia, is to be established by PJSC;
23. PJSC «Infodrom PLC» became the General Partner of the International Competition «Golden Mortar» in November 2016, where the concept of building the Unified Natural Resources Management System of the Russian Federation was presented to the pharmaceutical community of the Bula;
24. The planned implementation period of the IRS project is from 3 to 5 years;
25. Income from the operation of the IRS will be the income of the PAO, and the profit will be distributed among the shareholders of the PAO in accordance with the number of repurchased shares and dividends will be paid;
26. The expected capitalization of the PAE by the end of the IRS project will be 3 (three) billion Euros and the market value of the shares will exceed 30 Euros;
President of Infodrome Media Center
Director of «Infodrom PLC», Groz M.L.