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, Международная компания публичное акционерное общество «Лента» (and in short form, МКПАО «Лента») 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 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 .

 

 

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.
• 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 .

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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.

FTE (full-time equivalent). Average FTE for 2019 was 51,908 employees