REG - Ros Agro PLC - Transfer of ROS AGRO PLC GDR from NSD to Euroclear

Ros AgroAnnouncement

05/12/2022 09:45

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RNS Number : 5889I  Ros Agro PLC  05 December 2022

 

Rusagro announces support for the transfer of ROS AGRO PLC GDRs from NSD to
Euroclear

Since February 2022, the European Central Securities Depository Euroclear
ceased to execute instructions for securities and cash transfers recorded in
the National Settlement Depository (the "NSD") accounts. In June 2022, as part
of the Sixth Sanctions Package, the European Council included
(https://eur-lex.europa.eu/legal-content/EN/TXT/PDF/?uri=OJ:L:2022:153:FULL&from=EN)
the NSD in the list of sanctioned entities, which resulted in blocking of
NSD's accounts with Euroclear. As a result, assets of many individuals not
subject to sanction restrictions have become blocked in NSD. The European
Council has entitled
(https://eur-lex.europa.eu/legal-content/EN/TXT/PDF/?uri=OJ:L:2022:259I:FULL&from=EN)
authorities of the EU member states with the right to issue permits for
transactions related to the termination of legal relations with the NSD.

In this regard, Ros Agro PLC (Rosagro) provides holders of its depositary
receipts (the "Depositary Receipts") whose Depositary Receipts are in NSD with
the following type of assistance (holders of the Depositary Receipts need to
choose one type of assistance of the two):

(1)  Upon application by a holder of the Depositary Receipts, Rosagro will
apply to the competent European regulator for a licence to enable transfer of
the holder's blocked Depositary Receipts to another depositary specified by
the holder and which is not subject to restrictions;

OR

(2)  Rosagro proposes to use the following depositary for the transfer of the
Depositary Receipts from the NSD: "Kit Finance" JSC (Kazakhstan) (the
"Depositary"). In this case the Depositary will proceed with obtaining of a
permit for transferring the blocked assets. Please note that holders (or
owners) of the Depositary Receipts or their brokers will first need to open
custody accounts with the Depositary for transfer of the Depositary Receipts
from the NSD. Information on the list of documents required to open accounts
with the Depositary can be obtained here
https://www.rusagrogroup.ru/en/investors/shares/gdrs-transfer-from-nsd/
(https://www.rusagrogroup.ru/en/investors/shares/gdrs-transfer-from-nsd/) .
For questions regarding opening of the accounts with the Depositary, holders
can contact Kristina Schwab via e-mail k.schwab@brokerkf.ru or by telephone
+ 7 (495) 401-52-13 (ext. 4201). After the Depositary obtains the permit
from the European regulator, the Depositary intends to transfer the relevant
Depositary Receipts to a custody sub-account with the Central Securities
Depository of Kazakhstan (the "KCSD") (Euroclear). The KCSD will be charging a
fee of 0.5% of the market value of the Depositary Receipts for the safekeeping
of Depositary Receipts. There may be additional charges and fees which can be
clarified directly with the Depositary. The deadline for depositing the
Depositary Receipts with the Depositary is 15 December 2022.

Pursuant to the amendments made by the European Council to Regulation No
269/2014 dated 17 March 2014, the settlement of blocked assets must be
completed by 7 January 2023. In case of obtaining the permit with the
assistance of Rosagro, there will be an individual deadline for unblocking of
the assets. The examination of the application sent to the competent European
regulator (The General Administration of Treasury of Belgium) may take
considerable time.

If you are a holder or an owner of the Depositary Receipts, do not plan to use
the services of "Kit Finance" JSC (Kazakhstan) and intend to transfer the
Depositary Receipts from the NSD please send a free-form application to email
address of legal counsel rosagro@mlvp.ru or a hard copy to the following
address: LLC "MLVP", attention to: Marina Kosheleva, 9 Lesnaya Street, floor
8, room 14 (office 8-56), Moscow, 125196. Please attach the following
documents and information to the application:

1.   Completed and signed consent to personal data processing and
transferring
https://www.rusagrogroup.ru/en/investors/shares/gdrs-transfer-from-nsd/.

2.   Your last name, first name, patronymic and date of birth (for natural
persons), name, TIN, place and date of incorporation (for legal persons),
contact details;

3.   Scanned copy of Russian internal and international passports and
information on residence permit/citizenship of other countries (for natural
persons). Scanned copies of relevant documents;

4.   Your contact details: mobile phone number, e-mail address for
correspondence, address for postal correspondence;

5.   Information on the Depositary Receipts you hold. Please specify
separately the identification details of the Depositary Receipts held,
including ISIN, amount, price at the date of purchase, etc.;

6.   Proof of ownership of the Depositary Receipts (depositary account
statements);

7.   Documents confirming acquisition of ownership to the Depositary
Receipts (sale and purchase agreements and other agreements) - if available;
and

8.   The name of the depositary or broker not subject to restrictive
measures, specifying its address and its account with Euroclear or
Clearstream, to which you intend to transfer your Depositary Receipts.

If you are submitting your request on behalf of a legal entity, please also
provide a complete up-to-date management and ownership structure up to and
including the ultimate beneficial owners (natural persons) with relevant
supporting documents (articles of association and other constituent documents,
extract from the shareholder register issued by the authorised registrar, list
of affiliates, quarterly report or other corporate report containing
information on the shareholders/owners of the organisation, and any other
documents defining the corporate management and ownership structure).*

Please send documents referred to in paragraphs 1 through 8 to the legal
counsel using the addresses indicated above no later than 12 December 2022.

*These documents are necessary to determine the sanction status of the legal
person.

The Company continues to explore and evaluate other options for restoring
corporate rights of holders of the Depositary receipts held through the NSD.
Therefore, the Company does not exclude that it may propose other means to
restore corporate rights of holders of the Depositary receipts in the future.

Disclaimer

Holders of the Depositary Receipts are responsible for the timely submission
of the documents and their completeness and accuracy. Neither Rosagro nor the
legal counsel undertake any obligation to verify completeness and accuracy of
the documents provided. Rosagro is unable to influence decisions of the
European regulators or to ensure that they issue decisions on applications
received in relation to the Depositary Receipts. Rosagro will not be
responsible for the acts or omissions of any European depositary and/or
clearing systems, including Euroclear or Clearstream, in relation to any
transfers or other transactions with the Depositary Receipts.

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