8 January 2020
Lenta announces start of redomiciliation process and intention to change depository
St. Petersburg, Russia; 8 January 2020 – Lenta Ltd (“Lenta” or the “Company”), one of the largest retail chains in Russia, today announces it (i) has started the process of continuing the Company into Cyprus (the “Redomiciliation”), and (ii) intends to change the depositary appointed in connection with the Company’s global depositary receipt programme (the “GDR Programme”) from Deutsche Bank Luxembourg S.A. (the “Original Depositary”) to its affiliate Deutsche Bank Trust Company Americas (the “New Depositary”).
Further to obtaining shareholder approval of the Redomiciliation and related matters at the Company’s extraordinary general meeting of 22 October 2019, the Company applied on 19 December 2019 to the Department of Registrar of Companies and Official Receiver (“DRCOR”) for continuance of the Company’s incorporation into Cyprus.
The Redomiciliation will become effective upon the issue by the DRCOR of a certificate of temporary registration in Cyprus to the Company (the actual date thereof, the “Effective Date”).
The following events are expected to take place on the Effective Date:
- A change in the Company’s registered office address to 6 Karaiskaki Street, City House, 3032 Limassol, Cyprus.
- A change in the form of the Company to a public limited liability company incorporated under the laws of Cyprus.
- A change in the name of the Company to Lenta PLC.
- Adoption of a new memorandum and articles of association, which may be viewed on the Lenta website (www.lentainvestor.com).
- Replacement of the Company’s existing corporate secretary by Crystalserve Secretarial Limited.
- A change in the par value of the Company’s ordinary shares from no par to EUR 0.001.
- Transfer of the Company’s register of shareholders from the British Virgin Islands to Cyprus.
- Effectiveness of a new deposit agreement that takes into account the Redomiciliation (and the change of depositary – see below) (the “New Deposit Agreement”).
As at the Effective Date, the Company’s GDRs will continue to be admitted to trading on the London Stock Exchange and the Moscow Exchange (with no change to their ISINs) and to the Official List of the UK Financial Conduct Authority (the “FCA”). The Company’s GDRs will each continue to represent an interest in 0.2 ordinary shares of the Company, and the terms and conditions thereof will remain governed by English law. The Redomiciliation will not result in any changes to the rights attaching to the Company’s GDRs. Accordingly, neither the Redomiciliation nor the change of depositary should affect the ordinary course of trading of the Company’s GDRs.
Following the Effective Date, the Company intends to apply to the Registry of Corporate Affairs in the British Virgin Islands for a certificate of discontinuance of the Company in the British Virgin Islands and, thereafter, to the DRCOR for a permanent certificate of incorporation in Cyprus.
Change of depositary
Independently of the Redomiciliation, it is intended that the Original Depositary shall cease to be the depositary under the GDR Programme and its affiliate the New Depositary shall become the depositary under the GDR Programme. This change of depositary shall become effective as of the earlier of the Effective Date and 28 February 2020.
In accordance with rule 18.4.4 R of the FCA listing rules (the “Listing Rules”), the FCA has confirmed that it is satisfied that the New Depositary meets the continuing obligations imposed under the Listing Rules in respect of depositaries.
The Company will make an announcement upon the Effective Date to confirm that the Redomiciliation has become effective. Unless already announced separately, such announcement shall also confirm that the change of depositary has become effective and provide the information on the New Depositary required under Listing Rule 18.4.5 LR.
Lenta is the largest hypermarket chain in Russia and the country’s fourth-largest retail chain. The Company was founded in 1993 in St. Petersburg. Lenta operates 249 hypermarkets in 88 cities across Russia and 131 supermarkets in Moscow, St. Petersburg, and the Siberia, Urals and Central regions, with a total of approximately 1,489,175 sq.m. of selling space. The average Lenta hypermarket store has selling space of approximately 5,500 sq.m. The average Lenta supermarket store has selling space of approximately 800 sq.m. The Company operates 12 distribution centers.
The Company’s price-led hypermarket formats are differentiated in terms of their promotion and pricing strategies as well as their local product assortment. The Company employed approximately 50,509 people as of 30 June 2019.
The Company’s management team combines a mix of local knowledge and international expertise coupled with extensive operational experience in Russia. Lenta’s largest shareholders include Severgroup, which is committed to maintaining high standards of corporate governance. Lenta is listed on the London Stock Exchange and on the Moscow Exchange and trades under the ticker: ‘LNTA’
A brief video summary on Lenta’s business and its Big Data initiative can be seen here.
For further information please visit www.lentainvestor.com, or contact:
Public Relations and Government Affairs Director
Tel: +7 812 380-61-31 ext.: 1892
Тel:+7 495 795 06 23
This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the fact that they do not only relate to historical or current events. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "expected", "plan", "goal", "believe", or other words of similar meaning.
By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, a number of which are beyond Lenta's control. As a result, actual future results may differ materially from the plans, goals and expectations set out in these forward-looking statements.
Any forward-looking statements made by or on behalf of Lenta speak only as at the date of this announcement. Save as required by any applicable laws or regulations, Lenta undertakes no obligation publicly to release the results of any revisions to any forward-looking statements in this document that may occur due to any change in its expectations or to reflect events or circumstances after the date of this document.