Moscow, 8 May 2024 – LLC X5 Corporate Centre (“X5 LLC” or the “Company”) is notifying about its plans and next steps for shareholders following the entry into force of the decision by the Arbitration Court of the Moscow Region (the “Court”) to suspend the corporate rights of X5 Retail Group N.V. (“X5”) in the Company.
The Court decision was made in line with the Russian Federal Law No. 470-FZ of 4 August 2023 (the “Law”) and entered into force on 3 May 2024. This means that Russian holders and ultimate owners of X5 depositary receipts (DRs) will be required to accept a distribution of shares in the Company proportionate to their shareholding in X5, while X5’s non-Russian holders and beneficiaries will be granted an option to do so.
In line with the requirements of the Law, and in order to carry out the share distribution, the Company is beginning the process of transforming into a public joint stock company, which will be followed by a listing on the Moscow Exchange. The specific dates of these steps will be announced in due course.
Individuals who hold X5 DRs through Russian depositaries will not be required to take any additional steps. The distribution of shares in the Company to such individuals will be carried out automatically in line with the decision of the Bank of Russia’s Board of Directors of 26 April 2024, and is currently expected to take place in August 2024.
Direct and indirect holders of X5 DRs as of the date of the Court decision (3 May 2024) whose DRs are held in non-Russian depositaries, who continue to hold these DRs and who are required to or have the option to take ownership of shares in X5 LLC, will need to submit an application to become owners of the Company shares. The Law sets out a period of four months (starting from 3 May 2024) during which the Company will collect these applications and decide on including the investor in the register of entities who will take direct ownership of shares in the Company. The steps required to submit an application are outlined in detail in the instructions which will be published on the Company’s official website in the section [https://www.x5.ru/en/investors/share-distribution/] in the coming days.
Please note that for non-Russian holders of X5 DRs, receipt of regulatory approvals from Russian government authorities and/or those of other states could be a potential prerequisite for entering into direct ownership of shares in the Company. The Company plans to seek clarification from Russian regulators in the nearest future regarding the specific mechanisms of processing applications of non-Russian holders for the share distribution.
As a prerequisite for receiving shares in the Company, applicants also must have an account for securities: either an individual account in the Company’s shareholder register, which will be maintained by the registrar (information about which will be posted on the website), or an account in any Russian depositary. In accordance with Russian legislation, in some cases only a type “S” account might be opened to record rights for securities. The opening of such accounts is done by investors or their representatives themselves and could take a long time. The Company encourages investors who do not have such accounts to open them as soon as possible.
Pursuant to the Court decision, undistributed shares will be returned to X5 after 31 December 2024. The Company confirms its commitment to pay compensation to X5 for undistributed shares as stipulated by the Law and is initiating the necessary steps for this process, in the event that X5 makes a claim to the Company seeking such compensation.