ROS AGRO PLC announces the decision of the court to suspend corporate rights in relation to Rusagro Group PJSC
05.09.24ROS AGRO PLC (hereinafter referred to as the “Company”) announces that 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 Company’s corporate rights in relation to its Russian subsidiary Rusagro Group PJSC (the “Subsidiary”).
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”) corporate right of ROS AGRO PLC in relation to Rusagro Group PJSC will be suspended.
At the same time, the Court’s decision entails the distribution of Rusagro Group PJSC shares between the holders of Global Depositary Receipts (GDR) and beneficiaries of ROS AGRO PLC proportionally to their indirect share in the capital of Rusagro Group PJSC.
The procedure of taking direct ownership of Subsidiary’s shares for holders of ROS AGRO PLC GDRs in Russian depositaries does not require special application on their part. The specified procedure is detailed in decision of the Bank of Russia Board of Directors dated 26th April 2024.
For holders of GDRs in the foreign infrastructure the Law provides for the procedure of taking ownership of Subsidiary’s shares depending on residency. Residents of the Russian Federation, who own GDRs through a foreign depositary as of 5 September 2024, will be obliged to submit an application with all necessary information attached to take direct ownership of Subsidiary’s shares. Non-residents of the Russian Federation, who own GDRs through a foreign depositary as of 5 September 2024, will be able to exercise the right to receive shares also by submitting an application.
The trading of ROS AGRO PLC GRRs will continue on the Moscow Exchange until the launch of taking direct ownership process of Subsidiary’s shares for holders of ROS AGRO PLC GDRs in Russian depositaries in line with regulations formulated in the decision of the Bank of Russia Board of Directors dated 26th April 2024.
ROS AGRO PLC will continue to analyze the situation and take all necessary actions to protect shareholders’ rights. In the coming days the Subsidiary will publish clarification and further instructions for ROS AGRO PLC GDR holders and beneficiaries on taking direct ownership of Rusagro Group PJSC shares. Requirements for the provision of information for GDR holders in foreign infrastructure will be formulated in line with regulations of paragraph 5 of Article 7 of the Law.
Information on the procedure of shares distribution and all necessary instructions will be posted on the website https://www.rusagrogroup.ru/ in Russian and English. Investors are able to send clarifying questions to investor relations department email ir@rusagrogroup.ru.