REG-VK Company VK Company: De-listing Event Notice

VKAnnouncement

18/03/2022 15:15

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   VK Company (VKCO)
   VK Company: De-listing Event Notice

   18-March-2022 / 18:00 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.

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                            DE-LISTING EVENT NOTICE

                                        

                               VK COMPANY LIMITED

                                Trident Chambers

                        P.O. Box 146, Road Town, Tortola

                             British Virgin Islands

                                 (the "Issuer")

   BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED

   One Canada Square

   London

   E14 5AL

   United Kingdom (the "Trustee")

    

   The Bank of New York Mellon, London Branch,

   One Canada Square

   Canary Wharf

   London E14 5AL, United Kingdom (the "Principal Paying, Transfer and
   Conversion Agent")

    

   to the Bondholders of VK's Company Limited U.S.$400,000,000 1.625 per
   cent. Senior Unsecured Convertible Bonds

    

   Attn.: Trustee Administration Manager/ the Principal Paying, Transfer and
   Conversion Agent/ all Bondholders

    

                                                                             

                                                                18 March 2022

                                                                             

   VK Company Limited (the "Company") U.S.$400,000,000 1.625 per cent. Senior
   Unsecured Convertible Bonds (the "Bonds")

    

   Dear Sirs,

    

   (1) Pursuant to Condition 5e(ii) of the Bonds, the Issuer hereby gives
   notice of the occurrence of a Delisting Event (this "Notice"). This is a
   Delisting Event Notice.

   (2) Except as expressly set out herein, capitalized terms used but not
   defined in this Notice shall, unless the context otherwise requires, have
   the meanings set out in the terms and conditions of the Bonds (the
   "Conditions").

    

   Delisting Event

    

   (3) We refer to the Conditions of the Bonds according p. 5e (ii) promptly
   upon, and in any case within two London and Moscow Business Days following
   the occurrence of a De-listing Event, the Issuer shall give a "De-listing
   Event Notice" thereof to the Trustee, the Principal Paying, Transfer and
   Conversion Agent and to the Bondholders.

    

   Under the Conditions of the Bonds a "Delisting Event" occurs if, among
   other things, trading of the GDRs on LSE is suspended for a period of ten
   (10) consecutive dealing days or more. On March 03, 2022, trading of the
   VK Company Limited's GDRs on the London Stock Exchange (LSE) was suspended
   by the LSE. The Trading Suspension thereby constitutes a Delisting Event.
   As a result, a Delisting Event under the Bonds has occurred following the
   close of trading on March 16, 2022 as trading did not resume.

    

   Redemption of Bonds

    

   (4) By this Notice VK Company Limited informs Bondholders of their
   entitlement to exercise their rights of redemption under Condition 8(e)
   (Redemption at the Option of the Bondholders) of Terms and Conditions.

   Bondholders will be entitled to require the Company to redeem their Bonds
   at the principal amount together with accrued interest on the "put date",
   which is the fourteenth day after the last day of the Delisting Event
   Period. De-listing Event Period" means the period commencing on the date
   on which a De-listing Event occurs and ending 60 calendar days following
   such date or, if later, 60 calendar days following the date on which this
   Notice is given to bondholders.

    

   Under the requirement of the Terms and Conditions the Company provides all
   necessary information due to Delisting Event:

    

   A) all information material to Bondholders concerning the De-listing
   Event:

   The Company received the Market notice from LSE on March 3, 2022 following
   which further to recent sanctions in connection with events in Ukraine, in
   light of market conditions, and in order to maintain orderly markets, the
   LSE has suspended the admission to trading of the Company's GDRs in
   accordance with Rule 1510 of the Rules of the London Stock Exchange.

    

   (B) the Conversion Price immediately prior to the occurrence of the
   Delisting Event - The initial Conversion Price which is U.S.$39.90 per
   GDR;

    

   (C) the Closing Price of the GDRs as at the latest practicable date prior
   to the occurrence of the De-listing Event - U.S.$ 0,856 per GDR;

    

   (D) the De-listing Event Period - from March 19 to May 17, 2022
   (inclusive) and the "Put Date" is May 31, 2022;

   Procedure: To exercise such option, the holder must deliver the relevant
   Certificates to the Specified Office of the Principal Paying, Transfer and
   Conversion Agent, together with a duly completed put notice (a "Put
   Exercise Notice") in the form obtainable from any of the Paying, Transfer
   and Conversion Agents, not later than the last day of the De-listing Event
   Period, as the case may be.

    

   (E) such other information relating to the De-listing Event as the Trustee
   may require: none

    

   "Put Exercise Notice", once delivered, shall become irrevocable.

    

   Proposal in relation to Delisting Event 

    

   (5) The Company has commenced work to develop a proposal to the
   bondholders to address the "De-listing Event" and possible alternatives to
   the put option exercise. The Company will present the proposal for
   consideration and approval by the bondholders ahead of the "Put Date".
   Inquiries can be made to the Company's Investor Relations department:
   Phone: +7 495 725 6357 extension: 3434, E-mail:  1 t.volochkovich@vk.team
   (Tatiana Volochkovich).

    

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   ISIN:          US5603172082
   Category Code: MSCH
   TIDM:          VKCO
   LEI Code:      2138009IXUP41SPL5B50
   Sequence No.:  150147
   EQS News ID:   1306495


    
   End of Announcement EQS News Service

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References

   Visible links
   1. mailto:t.volochkovich@vk.team


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