Shares distribution
Rusagro Group PJSC (hereinafter referred to as the “Rusagro” or “Group”) announces a list of further actions for holders of ROS AGRO PLC Global Depositary Receipts (the “GDR”) and indirect shareholders of Rusagro Group PJSC, which will provide the right to take ownership of Rusagro Group PJSC shares.
On the 5th September 2024 the Arbitrazh Court of the Moscow Region (the “Court”) satisfied the claim of the Ministry of Agriculture of the Russian Federation to suspend the exercise of ROS AGRO PLC corporate rights in relation to Rusagro Group PJSC. At the same time, the Court’s decision means that the Group’s shares will be distributed between the holders of GDR and beneficiaries of ROS AGRO PLC proportionally to their indirect share in the capital of Rusagro Group PJSC in accordance with the provisions of the Russian Federal law No. 470-FZ dated 4th August 2023 “On the specifics of regulating corporate relations in business entities that are economically significant organizations” (the “Law”).
Under the terms of decision of the Bank of Russia Board of Directors dated 26th April 2024 the distribution of Rusagro shares among ROS AGRO PLC GDR holders in Russian depositaries will be carried out automatically, i.e. without the need to submit special application. The date of fixing the register of GDR holders in Russian depositaries for the distribution of Rusagro shares will be set 10-15 working days before the expiration of 4 months from the date of the Court’s decision, i.e. from 5th September 2024.
The fact of GDR ownership in Russian depositary is confirmed if the rights to GDR are recorded in the following types of accounts:
- owner’s depo account, trustee’s depo account, depository depo account, escrow agent’s depo account, investment partnership’s depo account;
- trading depo accounts opened in accordance with article 15 of Federal Law No. 7-FZ dated 7th February 2011 “On Clearing and Clearing Activities” (the “Federal Law No. 7-FZ”), which are the owner’s depo trading accounts, the trustee’s depo trading accounts;
- owner’s, trustee’s depo sub-accounts opened to the depo clearing account, which was opened in accordance with article 16 of Federal Law No. 7-FZ.
Persons whose rights to GDR are recorded in all other types of accounts in Russian depositaries or are recorded in foreign depositaries are classified as holders in the foreign infrastructure.
Under paragraph 1 of article 7 of the Law, citizens and/or residents of the Russian Federation who own GDR through the foreign infrastructure will be obliged to take ownership of Rusagro shares, while non-residents of the Russian Federation who own GDR through the foreign infrastructure will be able to exercise the right to receive shares.
Holders of depositary receipts in the foreign infrastructure and indirect shareholders of Rusagro Group PJSC as of 5th September 2024 and continuing to hold GDR and shares will be able to take the ownership of Rusagro shares by submitting a special application and a package of documents in accordance with the instructions. These applications will be accepted no later than 28th December 2024.
Agreement on the processing of personal data (DOCX, 0.2mb)
The application must specify the account in Russian infrastructure, where shares of Rusagro Group PJSC will be recorded. If such an account is not available, the shares of Rusagro Group PJSC will recorded to the account opened by Registar.
At the same time, we draw attention to the fact that the condition for taking an ownership of Rusagro shares for non-residents of the Russian Federation may be obtaining preliminary permission from state authorities of the Russian Federation and other countries. In this regard, such GDR holders should analyze the need to obtain the relevant approvals independently or with assistance of external legal consultants.
The trading of ROS AGRO PLC GDR will continue on the Moscow Exchange until the launch of taking direct ownership process of Rusagro Group PJSC shares for holders of ROS AGRO PLC GDR in Russian depositaries in line with regulations formulated in the decision of the Bank of Russia Board of Directors dated 26th April 2024.
Investors are able to send clarifying questions to investor relations department email ir@rusagrogroup.ru.
