Lenta IPJSC (LNTA;LENT) Lenta IPJSC: Notice of Preemptive Rights
in Respect of Securities 18-Apr-2022 / 16:00 CET/CEST 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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St. Petersburg | 18 April 2022
Notice of Preemptive Rights in Respect of Securities
St. Petersburg, Russia, 18 April 2022: Lenta IPJSC (LSE: LNTA,
MOEX: LNTA & LENT) (the "Company", the "Issuer") hereby
notifies that on 14 April 2022, the Bank of Russia registered an
additional issue of the Issuer's ordinary shares placed by closed
subscription (the "Shares") under state registration number
1-01-16686-A-001D.
In accordance with Articles 40 and 41 of Federal Law No. 208-FZ
"On Joint-Stock Companies" dated 26 December 1995, the Issuer's
shareholders who voted against or did not vote on the placement of
additional Shares by closed subscription have the preemptive right
to buy these Shares pro rata to the number of shares of the
respective category (type) they hold.
The date on which the persons with the preemptive right to buy
the placed securities were determined (recorded) shall be deemed 19
January 2022 (the record date for the Extraordinary General Meeting
of the Issuer's Shareholders at which it was resolved to place the
Shares).
The Issuer hereby notifies the shareholders of their preemptive
right and the procedure for exercising it.
Number of Shares being placed:
23,590,795 (twenty-three million five hundred ninety thousand
seven hundred and ninety-five) shares with a par value of 0.0912632
roubles each.
Placement price:
1,087 (one thousand eighty-seven) roubles per Share (also
applicable where Shares are offered to the persons with the
preemptive right to buy the Shares).
Number of securities that may be purchased by each person with
the preemptive right:
The maximum number of Shares that may be purchased by a person
as part of exercising the preemptive right shall be calculated pro
rata to the number of ordinary shares in the Issuer the person
holds as at 19 January 2022 using the following formula:
K = S x (23,590,795 / 97,585,932), where
K is the maximum number of Shares that can be purchased by a
person as part of exercising the preemptive right;
S is the number of ordinary shares in the Issuer held by the
person with the preemptive right as at 19 January 2022;
23,590,795 is the number of Shares being placed;
97,585,932 is the number of ordinary shares in the Issuer placed
as at 19 January 2022.
The procedure for submitting to the Company applications to buy
shares as part of exercising the preemptive right:
An application by a person with the preemptive right to buy the
Shares who is on the Issuer's register of shareholders shall
include:
- the details required to establish the applicant's
identity:
-- for individuals - last name, first name, patronymic (if
applicable) and identity document details (type,serial number, date
of issue and name of the issuing authority);
-- for legal entities - full name, primary state registration
number and registration date (for legalentities established under
the laws of the Russian Federation), registration number (if
applicable) in the traderegister or other register of the country
of registration, the date of the state registration or number
assignment(for foreign legal entities);
- the number of Shares to be purchased.
It is also recommended that the Application include the
following:
- the taxpayer identification number of the person with the
preemptive right to buy the Shares;
- details of the bank account to which a refund can be made by
the Issuer;
- contact details for sending notices (communications) of
approval (rejection) of the Applications;
- the proposed payment method: cash and/or set-off.
The Application shall be delivered to, or served upon, the
Issuer's registrar against signature in the form of a written
document signed by the applicant or, if permitted by the rules
governing the register maintenance activities of the Issuer's
registrar, it can also be sent to the Issuer's registrar in the
form of an electronic document signed with a qualified electronic
signature. The above rules may also provide for the option to sign
such electronic document with a simple or non-qualified electronic
signature. In this case, the document signed with a simple or
non-qualified electronic signature shall be deemed to have the same
effect as the printed document signed with a handwritten
signature.
The application sent to, or served upon, the Issuer's registrar
shall be deemed submitted on the day of its receipt by the
addressee.
The person who has the preemptive right to buy the Shares, but
is not on the register of the Issuer's shareholders, may exercise
the preemptive right to buy the Shares by giving the respective
order (instruction) to the person keeping record of their rights to
the shares in the Issuer. In accordance with the Russian securities
laws, the above order (instruction) shall specify the number of
securities to be acquired. The application to buy securities shall
be deemed submitted on the day on which the Issuer's registrar
receives from the nominee shareholder who is on the Issuer's
register of shareholders a communication expressing the will of
that person.
The sale and purchase agreement in respect of the placed Shares
with the person exercising the preemptive right shall be deemed
entered into on the day on which the Issuer receives the
Application from the respective person that is compliant with the
Russian laws and the document setting out the Share placement terms
(the "Share Placement Terms"). The Application to Buy Shares as
part of exercising the preemptive right that is compliant with the
Russian laws and the Share Placement Terms shall constitute the
Issuer's acceptance of the offer provided herein.
In case the Application is submitted before the date of Share
placement launch, the respective Agreement with the applicant shall
be deemed signed on the date of Share placement launch, provided
that the Application complies with the Russian laws and the Share
Placement Terms.
The Applications are processed within one (1) business day of
their receipt by the Issuer (for Applications submitted before the
date of Share placement launch - within one (1) business day after
the date of Share placement launch).
After considering the Application to Buy Shares, the Issuer
shall, no later than three (3) business days following the receipt
thereof (for Applications submitted before the date of Share
placement launch - no later than three (3) business days following
the placement launch date), provide a notice to the applicant of
satisfying or dismissing their Application. The notices shall be
sent to the persons listed on the register of the Issuer's
shareholders via registered mail to the postal address specified in
the Application or, in the absence thereof, to the postal address
specified in the register of the Issuer's shareholders. If the
Application contains the applicant's email address, the Issuer
shall send the notice thereto. Those not listed on the register of
the Company's shareholders shall be notified through notices filed
with the Issuer's registrar to be submitted to the nominee
shareholder in accordance with the Russian securities laws.
The notice of Application dismissal shall be provided in the
following cases:
-- The Application does not comply with the laws of the Russian
Federation and clause 4.4 of the SharePlacement Terms; or
-- The Application fails to qualify the applicant as a person
having the preemptive right to buy the Shares;or
-- The Application is filed in breach of the submission
procedures and/or deadlines stipulated by the lawsof the Russian
Federation or clause 4.4 of the Share Placement Terms.
The dismissal notice shall specify the reasons precluding the
exercise of the preemptive right.
Should the applicant fail to fulfil their payment obligation in
respect of the Shares being purchased, they shall, no later than
three (3) days after the expiry of the Preemptive Right Validity
Period, be provided with a notice on the inability to exercise the
preemptive right under the Application's terms and conditions
specifying the reasons that preclude the exercise of the preemptive
right. The notice shall be delivered to the person listed on the
register of the Company's shareholders via registered mail to the
postal address specified in the Application or, in the absence
thereof, to the postal address specified in the register of the
Issuer's shareholders. If the Application contains the applicant's
email address, the Issuer shall send the notice thereto. Those not
listed on the register of the Company's shareholders shall be
notified through notices filed with the Company's registrar to be
submitted to the nominee shareholder in accordance with the Russian
securities laws.
If the number of the Shares being purchased that is specified in
the Application by the person exercising the preemptive right is
less than the number of the Shares paid for, the said person shall
be deemed as having exercised the preemptive right in respect of
the number of the Shares specified in the Application, with the
Application being satisfied as regards the number of the Shares it
specifies. The overpaid amount shall be refunded by the Issuer as
prescribed below.
If the number of the Shares being purchased that is specified in
the Application by the person exercising the preemptive right
exceeds the number of the Shares paid for, the said person shall be
deemed as having exercised the preemptive right as regards the
number of the Shares paid for.
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