Lenta PLC (LNTA;LNTR)
LENTA ANNOUNCES EXTRAORDINARY MEETING OF SHAREHOLDERS TO CONSIDER
RE-DOMICILIATION TO RUSSIA
30-Jun-2020 / 18:49 CET/CEST
Dissemination of a Regulatory Announcement, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
LENTA ANNOUNCES EXTRAORDINARY MEETING OF SHAREHOLDERS TO BE HELD ON 22 JULY
2020 TO CONSIDER RE-DOMICILIATION TO RUSSIA
St. Petersburg, Russia; 30 June 2020 - Lenta PLC ("Lenta" or the "Company"),
one of the largest retail chains in Russia, today issued a notice to
shareholders in respect of an extraordinary general meeting of shareholders
of Lenta (the "EGM") to be held on 22 July 2020 at 112B Savushkina street,
St. Petersburg, Russia. The EGM will take place immediately after the
completion of the already-scheduled annual general meeting of shareholders
of Lenta to be held on the same day (starting at 10am) and place.
The EGM has been called by the Board of Directors of Lenta to approve the
proposed re-domiciliation of Lenta from the Republic of Cyprus to the
Russian Federation. This re-domiciliation would be carried out under July
2018 Russian legislation that established a legal regime for
re-domiciliation (continuance) of foreign companies to Russia. If carried
out, the re-domiciliation would result in Lenta becoming an "international
company" under Russian law, registered in the special administrative region
of Oktyabrsky Island, Kaliningrad.
Accordingly, and as more fully set out in the notice for the EGM, the
shareholders of Lenta will take up for consideration at the meeting
resolutions that would approve steps to be taken in connection with the
proposed re-domiciliation to Russia, including to approve and authorise: (1)
Lenta proceeding with deregistering from the Register of the Registrar of
Companies in Cyprus and transferring its registered office to and
registering as a continuing company in the form of International public
joint-stock company under the legal regime of the Russian Federation without
being dissolved and without being re-incorporated; (2) Lenta making the
requisite application to its registrar in Cyprus; (3) changing the name of
Lenta PLC upon the re-domiciliation to, in Russian, ????????????? ????????
????????? ??????????? ???????? «?????» (and in short form, ????? «?????»)
and, in English, Lenta International public joint-stock company (in short
form, Lenta IPJSC); (4) the Board approving a prospectus relating to the
shares of Lenta, as required for the registration of Lenta in Russia; and
(5) appointing auditors to prepare interim audited accounts of Lenta, which
are required in connection with the re-domiciliation, and approving such
accounts.
The Company's directors believe these resolutions are in the best interests
of both the Company and its shareholders as a whole and unanimously
recommend that they be approved. This reflects the company's efforts to
align its corporate structure with its now having a predominantly Russian
shareholder base, while cost advantages will also be achieved as having the
Company administered in Russia rather than Cyprus will be more efficient and
less expensive. The re-domiciliation to Russia would provide the following
benefits to Lenta and its shareholders:
· a simplified and more reliable tax structure of the holding, which will
help mitigate future taxation risks in Russia in connection with stricter
initiatives aimed at base erosion and profit shifting (BEPS);
· a potential application of 5% withholding tax rate on dividends to
non-Russian shareholders, exemption of profits of controlled foreign
companies and capital gains on sale of Russian and foreign subsidiaries,
subject to conditions
By giving their approval for the above set of resolutions, shareholders
would allow Lenta to start the process of the re-domiciliation to Russia. In
particular, such approval would allow Lenta to make a publication in Cyprus
of the intention of Lenta to re-domicile, upon which there will be a
three-month period for creditors of Lenta to challenge the decision to
re-domicile; it would also enable Lenta to give notice of its intention to
the Cyprus Registrar of Companies and pursue clearances for the
re-domiciliation from Cypriot and Russian authorities.
Lenta expects that a second extraordinary meeting of shareholders will be
called in the future to approve a new charter of Lenta that would apply upon
the re-domiciliation being completed. Lenta expects that the rights and
protections of the shareholders of Lenta under its current Cyprus articles
will remain in place, or be largely approximated, under its new Russian
charter - an analysis of the consequences of the re-domiciliation, including
on corporate governance and the taxation of shareholders and GDR-holders,
will be circulated in conjunction with the second meeting. It is the case
that if the re-domiciliation to Russia occurs, Lenta would not be subject to
the provisions of the UK City Code on Takeovers and Mergers as it currently
is.
If the re-domiciliation takes place, the Company's GDRs are expected to
continue to be admitted to trading on the London Stock Exchange (and to the
Official List of the UK Financial Conduct Authority) and for the time being
on the Moscow Exchange (with no change to their ISINs); trading of the GDRs
would continue uninterrupted. The terms and conditions of the Company's GDRs
would remain governed by English law and the re-domiciliation would not
result in any changes to the rights attaching to them.
Lenta will provide further updates on the Russian re-domiciliation when
appropriate.
The notice for the EGM and related documents sent to shareholders can be
viewed on the Company's website at www.lentainvestor.com. In accordance with
Listing Rule 14.3.6, an electronic copy of the documents has been submitted
to the National Storage Mechanism and will shortly be available for
inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism [1].
About Lenta
· 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 248 hypermarkets in 88 cities across Russia and
134 supermarkets in Moscow, St. Petersburg, Siberia, the Urals and the
Central region with a total of approximately 1,483,655 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 twelve distribution
centres.
· 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 48,391 people as of 31
December 2019[1].
· 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 [2].
· For further information please visit www.lentainvestor.com [3], or
contact:
·
· Lenta Russian Media:
· Mariya Filippova
· Public Relations and Government NW Advisors
Affairs Director
· Tel: +7 812 380-61-31 ext.:
1892 Victoria Afonina
· E-mail:
maria.filippova@lenta.com
?el:+7 495 795 06 23
E-mail: lenta@nwadvisors.com
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.
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[1] FTE (full-time equivalent). Average FTE for 2019 was 51,908 employees
ISIN: US52634T2006, US52634T1016
Category Code: MSCM
TIDM: LNTA;LNTR
LEI Code: 213800OMCE8QATH73N15
OAM Categories: 3.1. Additional regulated information required to be
disclosed under the laws of a Member State
Sequence No.: 72978
EQS News ID: 1083047
End of Announcement EQS News Service
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June 30, 2020 12:50 ET (16:50 GMT)
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