Lenta IPJSC: Notice of Preemptive Rights in Respect of Securities

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 legal entities established under the laws of the Russian Federation), registration number (if applicable) in the trade register 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 Share Placement 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 laws of 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.

If the number of the Shares specified in the Application exceeds the maximum number of the Shares the person is entitled to under the preemptive right pro rata to the number of the ordinary shares in the Issuer held by them, and the number of the Shares paid for is not less than the maximum number of the Shares the person is entitled to under the preemptive right, the person exercising the preemptive right shall be deemed as having exercised the preemptive right in respect of the maximum number of the Shares they are entitled to under the preemptive right. The overpaid amount shall be refunded by the Issuer as prescribed below.

If the amount the Issuer receives in consideration of the Shares being purchased by the person exercising the preemptive right exceeds the required amount to be paid, the overpaid amount shall be refunded via a non-cash transfer no later than five (5) business days after the expiry of the Preemptive Right Validity Period or the receipt of a refund claim, whichever is earlier. The refund shall be transferred using bank details specified in the Application or, in the absence thereof, using the details specified in the refund claim.

Within five (5) business days after the receipt of the Application and fulfilment of the payment obligation in respect of the Shares being purchased by the person exercising the preemptive right, the Issuer shall instruct the registrar to credit the Shares to the account of the said person (the nominee shareholder keeping record of person's rights to the shares in the Issuer).

Deadline for submitting Applications:

Persons with the preemptive right to buy the Shares shall submit Applications within forty-five (45) days after the Preemptive Right Notice Date (the "Preemptive Right Validity Period").

The Issuer's registrar:

Full business name: Limited Liability Company "PARTNER"

Short business name: LLC "PARTNER"

Address: 22 Pobedy Avenue, Cherepovets, 162606, Vologda Region

INN: 3528218586

OGRN: 1143528009712

Details of the registrar's licence to maintain the register of security holders

Number: 10-000-1-00287

Date of issue: 4 April 2003

Validity period: unlimited

Issuing authority: Bank of Russia

Date from which the registrar maintains the register of the Issuer's security holders: 17 February 2021

 

For further information, please contact:

Lenta Tatyana Vlasova Head of Investor Relations [email protected]	EM (International Media Inquiries) [email protected]
Lenta Mariya Filippova Head of Public Relations and Government Affairs [email protected]

About Lenta

Lenta IPJSC (LSE: LNTA, MOEX: LNTA, LENT) is a leading Russian multi-format food and FMCG retailer. The company operates hypermarkets, supermarkets, and recently launched a new proximity store format under the brand "Mini Lenta." It also provides customers the option to shop online via its click-and-collect and express delivery services. Lenta is Russia's largest hypermarket operator and the fourth largest food retailer overall by Sales. The company was founded in 1993 in St. Petersburg and as of December 31, 2021, operated 254 hypermarkets and 503 supermarkets and convenience stores in 89 cities across Russia with more than 1.75 million square meters of Selling Space. The average Lenta hypermarket has approximately 5,500 square meters of selling space, the average Lenta supermarket has 800 square meters, and the Mini Lenta format is 500 meters on average. The company operates 14 distribution centers to supply all of its stores. 2021 Revenues were RUB 484 billion (approximately USD 6.5 billion).