17 February 2021
Lenta Announces Re-domiciliation to Russia
St. Petersburg, Russia, 17 February 2021: Lenta IPJSC (“Lenta” or the “Company”) (MOEX & LSE: LNTA), one of the largest retail chains in Russia, announces that its re-domiciliation to the Russian Federation, as envisioned by the shareholder resolutions passed at the Extraordinary General Meetings of the Company held on 22 July 2020 and 23 November 2020, has been achieved today, 17 February 2021 (the “Re-domiciliation Date”), with Lenta duly registered as an international public joint-stock company with its legal seat at Oktyabrsky Island, City of Kaliningrad, Kaliningrad Region, Russian Federation. The Company’s legal name is, in Russian, Международная компания публичное акционерное общество «Лента» (short form, МКПАО «Лента») and, in English, Lenta International public joint-stock company (short form, Lenta IPJSC).
Accordingly, the new Lenta charter, in the form approved at the Extraordinary General Meeting of the Company held on 23 November 2020, has entered into force. Its text is available at: www.lentainvestor.com/egm
In respect of Lenta’s securities, its global depositary receipts (“GDRs”) continue to be admitted to trading on the London Stock Exchange and the Moscow Stock Exchange and to trade in the normal course. As for its shares, in accordance with the applicable Russian laws and regulations, all its existing shares are now recognized as having been issued by Lenta IPJSC (such that the holders of shares that were issued by Lenta PLC now, by operation of law, hold an equal number of shares issued by Lenta IPJSC). The Company has registered a prospectus in respect of the shares with the Central Bank of Russia, which is available at https://www.e-disclosure.ru/portal/FileLoad.ashx?Fileid=1681621 Lenta is seeking to list its shares on the Moscow Exchange (“MOEX”), which is currently expected to occur in first half of 2021, after which time (i) there will be a dual trading of GDRs and shares of Lenta for an interim period which is expected to be approximately two months and then (ii) GDRs will be delisted and will no longer trade on MOEX (while continuing to trade on the London Stock Exchange).
Lenta’s shareholders’ register is now administered by Limited Liability Company “Partner”, a legal entity registered under the laws of Russia. Shares traded on MOEX will be registered to the account of the National Settlement Depositary (“NSD”) (the central share depositary in Russia). In respect of the GDRs, the GDR depositary Deutsche Bank Trust Company Americas has appointed AO Raiffeisenbank, a bank organised under the laws of Russia, as its share custodian, who in turn is to hold shares registered with NSD. To take into account the changes arising from the re-domiciliation, the deposit agreement between the Company and the depositary has been amended and restated, effective on the Re-domiciliation Date.
Reflecting the change in its corporate status, from the Re-domiciliation Date the Company is making disclosure mandated under Russian law using the portal https://www.e-disclosure.ru/portal/company.aspx?id=38380 (such that the portal https://e-disclosure.ru/portal/company.aspx?id=34238 will no longer be used for such purpose) as well as using www.lentainvestor.com
In connection with the re-domiciliation, Lenta has disposed of 120 GDRs (representing 24 shares), which it held in treasury, through an open market transaction. As of the date hereof, Lenta has 96,675,410 Shares issued and outstanding and eligible to vote at a shareholders’ meeting (including
Shares in respect of which GDRs have been issued).
Investors and prospective investors may seek to consult with their legal, financial, tax and strategic advisers regarding the re-domiciliation.
For further information, please visit www.lentainvestor.com or contact:
Head of Public Relations and Government Affairs
Investor Relations Officer
EM (International Media Inquiries)
Lenta is the largest hypermarket chain in the Russian Federation and the fourth largest food retailer. The Company was founded in 1993 in St. Petersburg and as of December 31, 2020 operated 254 hypermarkets and 139 supermarkets in 88 cities across Russia with more than 1.5 million square meters of Selling Space. The average Lenta hypermarket has approximately 5,500 square meters of selling space, while the Lenta supermarket averages 800 square meters. The company operates 13 distribution centers throughout Russia. Lenta is listed on both the London Stock Exchange and Moscow Exchange, trading under the ticker: 'LNTA'.
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 of the date of this announcement. Except 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.