Last checked at 9 Aug 2022 11:42
9 August 2022
Notice to ADR holders regarding new legal framework
Reference is being made to the Amended and Restated Deposit Agreement between PJSC Tatneft (the "Company") and Citibank, N.A. as Depositary and Owners and Beneficial Owners of American Depositary Shares, effective from 16 February 2021 (the "Deposit Agreement"). Unless otherwise stated herein, terms defined in the Deposit Agreement shall have the same meaning when used in this notice.
Text of the Deposit Agreement is available at SEC's EDGAR via the following link:
https://www.sec.gov/Archives/edgar/data/1058255/000119380521000095/e620217_ex99-a.htm
Pursuant to the Federal Law No. 319-FZ of 14 July 2022 certain amendments have been made to Article 6 of the Federal Law No. 114-FZ of 16 April 2022 "On amendments to the Federal Law "On Joint Stock Companies" and certain other legislative acts of the Russian Federation" (the "DRs Restriction Law").
According to section 13 of Article 6 of the DRs Restriction Law (as amended) the Company is required to notify the Custodian, ZAO Citibank (Moscow), about the requirement to perform actions for the holders of the Company's American depositary receipts (ADRs), ISIN US8766292051, the rights to which are recorded in Russian depositaries, to receive respective number of the Deposited Securities (this process is defined in the DRs Restriction Law as "automatic conversion"). Pursuant to the procedure established by the resolution of the Board of Directors of the Central Bank of Russia dated 22 July 2022 such notice shall be served by the Company between 15 and 19 August 2022, inclusive. The Company as an issuer which received the permission to continue the circulation of its securities outside of Russia has the right to apply for a consent from the Government Commission on Monitoring Foreign Investment in the Russian Federation not to initiate the automatic conversion.
The Company notes that the automatic conversion applies only to those ADRs the rights to which are recorded in Russian depositaries. The Company is not planning to apply for a permission not to have the automatic conversion with respect to its ADRs. Therefore, on or about 15 August 2022 the Company would serve a notice to the Custodian triggering the automatic conversion.
The DRs Restriction Law (as amended) also sets out the procedure for what is defined as a "forced conversion" when an Owner is not able to convert its ADRs into the Deposited Securities due to imposed restrictions. Any forced conversion of the ADRs into the Deposited Securities should be initiated by respective Owner of the ADRs within 90 days after 14 July 2022, when the relevant provisions of the DRs Restriction Law became effective, and is subject to satisfaction of certain requirements.
The Company notes that any issuance or cancellation of the ADRs is subject to the terms of the Deposit Agreement, and certain related obligations are imposed on the Owners of the ADRs.
In addition, on 5 August 2022 a Decree of the President of Russia No. 520 (the "Decree No. 520") was issued, which prohibits until 31 December 2022 (unless extended) any transactions or operations resulting in direct or indirect creation, change, termination or encumbrance of rights of possession, use and (or) disposal of securities of Russian legal persons belonging to foreign persons connected with foreign countries exerting unfriendly actions with respect to the Russian Federation, Russian legal and natural persons, or persons controlled by such foreign persons. The prohibition covers, amongst others, shares of Russian companies which have the right to use subsoil resources located within the territory of the Russian Federation and containing hydrocarbon reserves with not less than 20 million metric tons of extractable crude oil. Any transaction (operation) performed in violation of the Decree No. 520 shall be considered null and void under Russian law. A transaction (operation) prohibited by the Decree No. 520 can be performed if a special permission is given by the President of the Russian Federation. The Company believes that its shares are covered by the Decree No. 520, however, the applicability of respective restrictions to transactions and operations with the ADRs (as securities being issued by a foreign issuer (the Depositary) representing the rights to securities of a Russian issuer (the Company), while the Decree No. 520 covering, inter alia, "indirect" impact on rights with respect to the shares), including a conversion of the ADRs into the Deposited Securities by respective Owners, might be subject to interpretation.
This notice is provided for information purposes only and does not constitute a legal advice. Owners of the ADRs should consider a need for obtaining legal advice to determine their rights and obligations relating to the automatic conversion or a forced conversion, or the prohibitions set out in the Decree No. 520, taking into account their individual circumstances.
Forward-looking statements: This notice contains certain statements about future events and expectations that are forward-looking in nature. Any statement in this notice that is not a statement of historical fact is a forward-looking statement that involves known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements expressed or implied by such forward-looking statements to differ. PJSC Tatneft assumes no obligations to update the forward-looking statements contained herein to reflect actual results, changes in assumptions or changes in factors affecting these statements.