A significant portion of the consideration for the divested businesses was received in the form of the Company’s Class A Shares. The acquisition of such shares by the Company is treated as a repurchase by the Company of its own shares for Dutch tax purposes, which would be subject to withholding tax at a 15% rate. However, we anticipate that all or substantially all of the shares so acquired will qualify as "temporary investments", given our intention and plan to use such shares for our employee equity incentive program and for further financial purposes. Qualification of shares as temporary investment provides the Company exemption from withholding tax liability. As of the end of June, the Company requested from the Dutch tax authortities the ruling in respect of the “temporary investment” position. In Q2 2024 financial statements the Company did not recognize any tax liability in respect to the shares received in the first closing of the Sale. The accounting position may change leading to the recognition of tax liability in the next periods depending on the new facts and circumstances.
The total number of shares issued and outstanding as of June 30, 2024 was 293,850,159, including 258,151,485 Class A shares and 35,698,674 Class B shares, and excluding 68,190,785 Class A shares held in treasury. The number of Class A shares received in the first closing as a part of consideration for the divestment is 67,632,122 Class A shares, which are held in treasury pending use under the Company’s equity incentive plans and for financing purposes. Following the final closing of the divestment on July 15, 2024, the total number of shares issued and outstanding decreased to 198,996,556, including 163,297,882 Class A shares and 35,698,674 Class B shares, and excluding 163,044,388 Class A shares held in treasury.
There were also outstanding employee share options to purchase up to an additional 2.2 million shares, at a weighted average exercise price of $38.39 per share, 1.9 million of which were fully vested; equity-settled share appreciation rights (SARs) for 0.1 million shares, at a weighted average measurement price of $32.85, all of which were fully vested; restricted share units (RSUs) covering 1.2 million shares, of which RSUs to acquire 1.0 million shares were fully vested. In addition, we have outstanding awards in respect of our Avride business for 2.0 million shares (representing 5.9% of the fully diluted shares in Avride), 1.9 million of which were fully vested.
More information on Nebius Group can be found on https://nebius.group.
FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking statements that involve risks and uncertainties. All statements contained in this press release other than statements of historical facts, including, without limitation, statements our future financial and business performance, our business and strategy and expected financial results, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “estimate,” “expect,” “guide,” “intend,” “likely,” “may,” “will” and similar expressions and their negatives are intended to identify forward-looking statements. Actual results may differ materially from the results predicted or implied by such statements, and our reported results should not be considered as an indication of future performance. The potential risks and uncertainties that could cause actual results to differ from the results predicted or implied by such statements include, among others, competitive pressures, technological developments, and our need to expend capital to accommodate the growth of the business, as well as those risks and uncertainties related to our continuing businesses included under the captions “Risk Factors” and “Operating and Financial Review and Prospects” in our Annual Report on Form 20-F for the year ended December 31, 2023, filed on April 26, 2024, and “Risk Factors” in the Shareholder Circular filed as Exhibit 99.1 to our Current Report on Form 6-K dated February 8, 2024, which are available on our investor relations website at https://nebius.group/sec-filings and on the SEC website at https://www.sec.gov/. All information in this release and in the attachments is as of August 1, 2024, and the Company undertakes no duty to update this information unless required by law.
