REG-VK Company VK Company: Comment on trading halt in VK GDRs on London Stock Exchange

VKAnnouncement

15/03/2022 07:15

============

   VK Company (VKCO)
   VK Company: Comment on trading halt in VK GDRs on London Stock Exchange

   15-March-2022 / 10:00 MSK
   Dissemination of a Regulatory Announcement that contains inside
   information according to REGULATION (EU) No 596/2014 (MAR), transmitted by
   EQS Group.
   The issuer is solely responsible for the content of this announcement.

   ══════════════════════════════════════════════════════════════════════════

   15 March, 2022         

                                        

                               VK COMPANY LIMITED

                                        

          Comment on trading halt in VK GDRs on London Stock Exchange

    

   VK Company Limited (LSE, MOEX: VKCO, hereinafter referred as "VK" or  "the
   Company"), one of the largest  Internet companies in the  Russian-speaking
   Internet market, informs on the potential ramifications of the  suspension
   of  trading  of  Global  Depositary  Receipts  representing  interests  in
   ordinary shares of the Company (the "GDRs").

    

   On March 3, 2022, trading  of the VK's GDRs  on the London Stock  Exchange
   ("LSE") was  suspended  by the  exchange.  It is  currently  unknown  when
   trading in the GDRs will resume.

    

   Under the terms of the Company's USD 400mn 1.625 per cent Senior Unsecured
   Convertible Bonds  due 2025  ("Bonds"), a  "De-listing Event"  occurs  if,
   among other  things,  trading  of the  GDRs  on  the LSE  Main  Market  is
   suspended for a period of 10 consecutive dealing days or more (the cut-off
   date falling in our case on Wednesday, March 16, 2022 inclusive).

    

   If a "De-listing  Event", as defined  in the terms  and conditions of  the
   Bonds, occurs, the Company is required to give the Trustee, the  Principal
   Paying, Transfer  and Conversion  Agent and  to the  Bondholders a  notice
   thereof within 2 London and Moscow Business Days following the  occurrence
   of a "De-listing Event"  and the bondholders will  be entitled to  require
   the Company  to redeem  their Bonds  on  the relevant  "Put Date"  at  the
   principal amount together with accrued interest on the "Principal Amount",
   which is the 14th calendar day after the last day of the "De-listing Event
   Period" (the 60-calendar day period commencing on the later of the date of
   the "De-listing Event" or  the date on which  a "De-listing Event  Notice"
   thereof is given to bondholders).

    

   A "Put  Exercise Notice",  once delivered,  shall be  irrevocable and  the
   Issuer shall redeem all  Bonds the subject of  the relevant "Put  Exercise
   Notices" delivered as aforesaid on the "Put Date", while such  bondholders
   will  not  be  able  to  vote  and  participate  in  any  potential   bond
   restructuring.

    

   A "De-listing Event" would trigger the redemption rights described  above.
   The  Company  estimated  that  it   had  cash  and  cash  equivalents   of
   approximately USD 190mn as of March  9, 2021. USD 140mn of this  liquidity
   is held  in foreign  currency, including  around USD  80mnheld in  foreign
   currency outside Russia to support  working capital of VK's  international
   businesses. Due to, among other  things, uncertainty around the impact  of
   the restrictions under  the recently enacted  Russian capital control  and
   protection measures  on  the  ability  to transfer  cash  funds  from  the
   Company's Russian subsidiaries  to its foreign  holding company, which  is
   the issuer of the Bonds, and continuing multiple changes to the regulatory
   backdrop, it  is  possible  that  the  Issuer  will  not  have  sufficient
   liquidity to fund the payments required for the redemption if most of  the
   bondholders choose to exercise their redemption right.

    

   Should a "De-listing  Event" occur,  the Company will  continue acting  in
   good faith and anticipates to engage into negotiations with bondholders to
   find a suitable solution in the given circumstances; however, there is  no
   guarantee those  would  be  successful.  If the  Company  were  unable  to
   successfully negotiate with the bondholders,  and fails to pay  respective
   amount of principal in respect of the  Bonds within three days of the  due
   date or fails with respect to the  payment of interest for a period of  14
   days, an "Event of  Default" under the terms  and conditions of the  Bonds
   would occur.

    

   The Company intends to start negotiations with all Bondholders as soon  as
   possible to discuss possible alternatives  to the put option exercise  and
   welcomes their outreach using the contacts below.

    

   For further information please contact:

    

   Investors

   Tatiana Volochkovich
   Phone: +7 495 725 6357 extension: 3434
   E-mail:  1 t.volochkovich@vk.team

    

   Press

   Alina Fedorova
   Mobile: +7 916 238 1297
   E-mail:  2 alina.fedorova@vk.team 

    

   About VK

    

   VK develops the ecosystem helping millions of people with their day-to-day
   needs online.  More than  90% of  the Russian  internet audience  use  the
   ecosystem services.

    

   The ecosystem enables people  to keep in touch  (using social networks  OK
   and VKontakte, messaging apps  and email service),  play video games  (via
   MY.GAMES), get and offer items and  services, browse jobs and hire  talent
   (via Youla and  VK Jobs), order  food and grocery  delivery (via  Delivery
   Club, Samokat  and  Local  Kitchen), master  new  skills  (at  GeekBrains,
   Skillbox and  other  educational services),  buy  and sell  at  AliExpress
   Russia and fulfill other needs.

    

   The VK  ecosystem  features  a  number of  shared  elements  bringing  the
   services together. Users can sign in  to different services with a  single
   VK ID  account, pay  and earn  cash back  with the  VK Pay  platform,  get
   discounts and deals with VK Combo, access their favorite services via  the
   VK Mini Apps platform - and the Marusya voice assistant can help with  any
   task.

    

   The company offers enterprises to employ its dynamic ecosystem to digitize
   their business  processes,  providing a  range  of solutions  from  online
   promotion and  predictive analytics  to corporate  social networks,  cloud
   services and enterprise automation.

    

   ══════════════════════════════════════════════════════════════════════════

   ISIN:          US5603172082
   Category Code: MSCH
   TIDM:          VKCO
   LEI Code:      2138009IXUP41SPL5B50
   Sequence No.:  148975
   EQS News ID:   1302163


    
   End of Announcement EQS News Service

   ══════════════════════════════════════════════════════════════════════════

    3 fncls.ssp?fn=show_t_gif&application_id=1302163&application_name=news&site_id=reuters8

References

   Visible links
   1. mailto:t.volochkovich@vk.team
   2. mailto:alina.fedorova@vk.team


============