DE-LISTING EVENT NOTICE

 

VK COMPANY LIMITED

Trident Chambers

P.O. Box 146, Road Town, Tortola

British Virgin Islands

(the "Issuer")

BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED

One Canada Square

London

E14 5AL

United Kingdom (the "Trustee")

 

The Bank of New York Mellon, London Branch,

One Canada Square

Canary Wharf

London E14 5AL, United Kingdom (the "Principal Paying, Transfer and Conversion Agent")

 

to the Bondholders of VK's Company Limited U.S.$400,000,000 1.625 per cent. Senior Unsecured Convertible Bonds

 

Attn.: Trustee Administration Manager/ the Principal Paying, Transfer and Conversion Agent/ all Bondholders

 

 

18 March 2022

 

VK Company Limited (the "Company") U.S.$400,000,000 1.625 per cent. Senior Unsecured Convertible Bonds (the "Bonds")

 

Dear Sirs,

 

(1) Pursuant to Condition 5e(ii) of the Bonds, the Issuer hereby gives notice of the occurrence of a Delisting Event (this "Notice"). This is a Delisting Event Notice.

(2) Except as expressly set out herein, capitalized terms used but not defined in this Notice shall, unless the context otherwise requires, have the meanings set out in the terms and conditions of the Bonds (the "Conditions").

 

Delisting Event

 

(3) We refer to the Conditions of the Bonds according p. 5e (ii) promptly upon, and in any case within two London and Moscow Business Days following the occurrence of a De-listing Event, the Issuer shall give a "De-listing Event Notice" thereof to the Trustee, the Principal Paying, Transfer and Conversion Agent and to the Bondholders.

 

Under the Conditions of the Bonds a "Delisting Event" occurs if, among other things, trading of the GDRs on LSE is suspended for a period of ten (10) consecutive dealing days or more. On March 03, 2022, trading of the VK Company Limited's GDRs on the London Stock Exchange (LSE) was suspended by the LSE. The Trading Suspension thereby constitutes a Delisting Event. As a result, a Delisting Event under the Bonds has occurred following the close of trading on March 16, 2022 as trading did not resume.

 

Redemption of Bonds

 

(4) By this Notice VK Company Limited informs Bondholders of their entitlement to exercise their rights of redemption under Condition 8(e) (Redemption at the Option of the Bondholders) of Terms and Conditions.

Bondholders will be entitled to require the Company to redeem their Bonds at the principal amount together with accrued interest on the "put date", which is the fourteenth day after the last day of the Delisting Event Period. De-listing Event Period" means the period commencing on the date on which a De-listing Event occurs and ending 60 calendar days following such date or, if later, 60 calendar days following the date on which this Notice is given to bondholders.

 

Under the requirement of the Terms and Conditions the Company provides all necessary information due to Delisting Event:

 

A) all information material to Bondholders concerning the De-listing Event:

The Company received the Market notice from LSE on March 3, 2022 following which further to recent sanctions in connection with events in Ukraine, in light of market conditions, and in order to maintain orderly markets, the LSE has suspended the admission to trading of the Company's GDRs in accordance with Rule 1510 of the Rules of the London Stock Exchange.

 

(B) the Conversion Price immediately prior to the occurrence of the Delisting Event - The initial Conversion Price which is U.S.$39.90 per GDR;

 

(C) the Closing Price of the GDRs as at the latest practicable date prior to the occurrence of the De-listing Event - U.S.$ 0,856 per GDR;

 

(D) the De-listing Event Period - from March 19 to May 17, 2022 (inclusive) and the "Put Date" is May 31, 2022;

Procedure: To exercise such option, the holder must deliver the relevant Certificates to the Specified Office of the Principal Paying, Transfer and Conversion Agent, together with a duly completed put notice (a "Put Exercise Notice") in the form obtainable from any of the Paying, Transfer and Conversion Agents, not later than the last day of the De-listing Event Period, as the case may be.

 

(E) such other information relating to the De-listing Event as the Trustee may require: none

 

"Put Exercise Notice", once delivered, shall become irrevocable.

 

Proposal in relation to Delisting Event 

 

(5) The Company has commenced work to develop a proposal to the bondholders to address the "De-listing Event" and possible alternatives to the put option exercise. The Company will present the proposal for consideration and approval by the bondholders ahead of the "Put Date". Inquiries can be made to the Company's Investor Relations department: Phone: +7 495 725 6357 extension: 3434, E-mail: t.volochkovich@vk.team (Tatiana Volochkovich).