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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.
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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