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" (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 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 building of IRS
The Parties are interested in creating an IRS.
The Parties are willing to participate in the project of creation and operation of a future IRS.
The Parties agree that the most appropriate organizational structure for project implementation of IRS is a Public Joint Stock Company.
The Parties acknowledge that there is possibility to build IRS on the principles of a unified information space with the use of an integrated information system platform "Cross-Market" with regard to its further technological development and improvement.
The Participant agrees that the designed IRS in meaning and composition is the natural and necessary stage of information and program development of the pharmaceutical market of the Russian Federation, should be and will be the organizing structure that will develop standards for information interaction of all market participants, to introduce them to the market, as well as to monitor and maintain compliance with developed standards.
Help information about the steps taken for implementation of IRS by the Initiator.
Necessary information about the rules of acquisition of the shares of PJSC
The Initiator, with his hand on the on 1.1.2016 have already made a number of actions that contribute to the creation of IRS:
1. All the important technological developments of the company "Infodrom Media" passed the state registration in the Russian Federation;
2. Registered trademark "the System "Cross-Market"";
3. Conducted registration of PJSC "Infodrom PLC" (hereinafter PJSC) in the Republic of Cyprus (location of registration is selected to facilitate investment from foreign pharmaceutical business);
4. Registration of the PJSC conducted with the participation of well-known auditing firm DeLoitte;
5. Auditor of PJSC is a Cypriot company "Martis Papachrisou & Co Ltd, Certified Public Accountants;
6. Registered Statutory capital of PJSC in the amount of 10 (ten) million euro, paid state fee in the amount of 60,000 (sixty thousand euro) registered the issue of 1 (one) billion shares with a par value of 1 Euro cent;
7. All Unallocated shares held by the company and do not participate in the vote;
8. For the implementation of the project of creation of IRS PJSC puts on the implementation of the target investors tranche of 100 (hundred million shares) with a starting price of shares 50 (fifty) Euro cents;
9. To participate in the target tranche are invited the members of the system "Cross-Market" and companies that have intangible assets that can be used to create IRS;
10. In the target tranche (Tranche A) for an individual observes the restrictions on the purchase of the number of shares PJSC in the amount of not more than 500,000 shares, for legal entities not more than 5 000 000 of shares;
11. A purported shareholder of PJSC: 30-35% information companies, 20-25% distributors 20-25% of pharmacies, 25-30 – manufacturers of pharmaceutical products;
12. For other potential investors, which are semantically not related to the field of pharmaceutical industry and those wishing to participate in the creation of IRS, it is proposed tranche of 40 (forty) million shares with an initial price 5 (five) Euro (Tranche B);
13. A contract for the sale of shares in PJSC issued a 5 year (60 calendar months) 2-stage with the option to buy shares at a fixed price. During the first 18 months (phase 1) the investor must pay 10% value of the stake (when signing the contract for the purchase of shares is to be paid 1%), the remaining 9% must be paid before the expiry of 18 months from the date of signing the contract.
14. In the case of payment by the investor when signing the contract, the entire amount of the first phase of the contract (10% of the total cost of the stake) he will be given a discount of 5% from amount of the first stage;
15. In the case of fulfillment by the investor of the conditions of the first phase of the contract is granted the right to purchase the remaining 90% of shares of the option (phase 2) over the next 42 months without setting the schedule of payments. Recall, a call option agreement provides the right to purchase shares at a fixed price, but not the obligation to buy them.
16. The initiator 1.02.2016 started process of pre-registration (listing) of natural and legal persons who expressed intention to participate in the IRS Project. The official signing of contracts of Purchase and Sale of shares of PJSC is scheduled on 1.7.2016;
17. Such a preferential acquisition of shares by PJSC option is evidence that the creation of IRS does not require significant financial capital, and is based on the intangible assets of Members of the target tranche. These intangible assets include: experience, market knowledge, professional business relationships, reputation, brands of participants, good-will, software products and technologies of the Participants. In addition, the introduction of IRS has a positive effect on their own business processes of Participants;
18. The acquisition cost of the shares to the next investor increases according to a certain corporative law, depending on the size of previous option of the investor and the size of the balance of shares Unallocated tranche of the project;
19. On the Initiator investment in PJSC tools (sold 24 million shares in the mode options to purchase) in the resort of Aphrodite Hills purchased the property and organized the Headquarters of the PJSC;
20. The shareholders of PJSC discounts of 20% when placed to rest on the real estate PJSC;
21. Will the facility from PJSC subsidiary "Infodrom Regions", which will implement the IRS project in the territory of the Russian Federation;
22. PJSC “Infodrom PLC” plans to become a General Partner of the International Contest "Golden Mortar" in November 2016 (40 000 euro to be invested), where the pharmaceutical community (600 Pharmacies) will be presented the concept of building a Unified Information Space of the Russian Federation;
23. The planned time for realization of the project IRS is from 3 to 5 years;
24. Income from operation income will be IRS PJSC and the profit will be distributed among the shareholders of PJSC in accordance with the number of redeemed shares will be paid dividends;
25. The estimated capitalization of PJSC to the end of the project IRS will be three (3) billion euro, and the market value of a share exceeds 30 EUR
Thank You for Your attention,
General Director of "Infodrom Media"
Director of PJSC "Infodrom PLC"
Grots M. L.
P.S. The word "Infodrom" in Greek language means "Information Path"