PJSC Magnitogorsk Iron & Steel Works ("MMK", or "the
Group") (MOEX: MAGN; LSE: MMK) notifies about termination of the
depositary receipts programme ("DR programme").
In compliance with Federal Law No. 114-FZ “On
changes to Federal Law “On Joint-Stock Companies” and certain
legislative acts of the Russian Federation” ("Federal Law No.
114-FZ") which came into force on 27 April 2022 (the "Effective
Date"), MMK submitted the application to the Russian Government
to continue its depositary receipts trading (ISIN US5591892048,
US5591891057; CUSIP 559189204, 559189105) outside of the Russian
Federation in accordance with Federal Law No. 114-FZ, but the
application was rejected on 13 May 2022, which MMK was notified of on
19 May 2022.
In order to comply with Federal Law No. 114-FZ,
MMK is obliged to terminate the deposit agreement with the Citibank,
N.A. (the "Deposit Agreement") acting as depositary in
relation to the MMK’s depositary receipts (the "GDRs").
Today MMK has notified Citibank, N.A. about the termination of the
Depositary Agreement in accordance with its terms and conditions and
requested Citibank, N.A. to notify the GDR holders of the DR
programme’s termination and to take all necessary actions under the
Deposit Agreement.
GDR holders have the right to convert their GDRs
into the ordinary shares of MMK, where each MMK GDR represents 13
ordinary shares of MMK, in accordance with the Depositary Agreement.
GDR holders have the right to convert their GDRs
into the ordinary shares of MMK, where each MMK GDR represents 13
ordinary shares of MMK, in accordance with the Depositary Agreement.
Federal Law No. 114-FZ stipulates, among other
things, that:
for the purpose of receiving an appropriate
number of shares of a Russian issuer upon cancellation of depositary
receipts, the holders of such depositary receipts shall be
determined as of the Effective Date; and
the shares of Russian issuers registered in
the depo accounts of depository programmes do not provide voting
rights, are not counted at voting, and dividends on such shares are
not paid.
Restrictions set out above would not apply to the
other MMK ordinary shares (not registered in the depo accounts of
depositary programmes), including the ordinary shares into which the
GDR holders may convert their GDRs.
Considering the foregoing, MMK notified the
Financial Conduct Authority ("FCA") of MMK’s intention to
cancel listing of the GDRs in the London Stock Exchange Official List
and requested that the London Stock Exchange ("LSE") cancel
the admission to trading on the London Stock Exchange's Main Market
of the GDRs.
Pursuant to Listing Rule 5.2.8, MMK expects (but
in no way guarantees or undertakes to procure) that the cancellation
will become effective on the 21st business day from the
date of notification of FCA and LSE.
MMK will provide regular updates regarding its DR
programme once and when appropriate in due course.
Given the information outlined above, MMK
encourages the GDR holders to liaise with Citibank, N.A. directly in
accordance with the relevant agreement with the Depositary and to
discuss with Citibank, N.A. the possible options for exercising their
rights, including the right to convert the GDRs into MMK ordinary
shares.
Please follow the link below to find Citibank,
N.A. contact details:
https://mmk.ru/en/investor/information-for-shareholders/registar-and-depositary/
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