15 Jun 2022 14:11
Gazprom Neft announces intended cancellation of ADR's admission to trading on the London Stock Exchange on the Admission to Trading Only basis
and subsequent termination of its ADR programme
Public Joint Stock Company Gazprom Neft ("Gazprom Neft" or the "Company") (LSE: GAZ; MOEX: SIBN) announces today its intention to cancel trading of American Depositary Receipts (ISIN US36829G1076) (the "ADRs") representing interests in the Company's ordinary shares (the "Shares") on the London Stock Exchange (the "LSE") on the Admission to Trading Only basis.
An application has been made to the LSE for trading in the ADRs to be cancelled and such cancellation is expected to take effect at 8 a.m. London time on June 16, 2022. The Company notes that, on 3 March 2022, the admission to trading of the ADRs on the LSE was suspended.
In addition, on May 12, 2022, the Company directed the Bank of New York Mellon Corporation (the "Depositary"), the depositary bank for the Company's ADR programme (the "ADR Programme"), to terminate the deposit agreement relating thereto (the "Deposit Agreement"). As a result, the existing ADR facility will be terminated effective at 5 p.m. on June 16, 2022.
The decisions and actions announced herein have been made pursuant to, and to ensure compliance with, the requirements of Federal Law No. 114-FZ "On Amendments to Federal Law "On Joint-Stock Companies" and Certain Legislative Acts of the Russian Federation" dated 16 April 2022 (the "Law"). The Law, among other things, prohibits placement and circulation of depositary receipts representing shares in Russian issuers (the "DRs") unless a permission of the Government Commission on Control for Effectuation of Foreign Investments (the "Permission") has been validly procured. Pursuant to the Law, Russian issuers are required to take necessary and sufficient measures to terminate the deposit agreements relating to the DR programmes (i.e., the Deposit Agreement in the context of the ADR Programme) within five Russian business days after the date of the denial of the Permission. Gazprom Neft applied for the Permission on 27 April 2022. However, on May 04 2022, it was informed that the Permission had been denied.
The Deposit Agreement provides that ADR holders are entitled, upon surrender of their ADRs to the Depositary and payment of applicable fees, to receive Shares represented by the surrendered ADRs. Any exercise of the conversion rights would be subject to the provisions of the Law. In particular, pursuant to the Law, ADR holders entitled to convert ADRs into Shares shall be determined as of 27 April 2022. ADR holders should contact the Depositary to discuss the procedures relating to conversions and termination of the Deposit Agreement.
Following the cancellation of trading of ADRs on the LSE, the Company will maintain listing of Shares on the Moscow Exchange (MOEX: SIBN) and will continue to comply with the disclosure and admission to trading requirements of the Moscow Exchange.
For further information, please contact Gazprom Neft:
ir@gazprom-neft.ru