Termination of the Depositary Receipt Programmes in Relation to Shares in PJSC Gazprom
PJSC Gazprom announces the termination of its programmes of Depositary receipts representing shares in the Company (the “DR Programmes”).
In compliance with the Federal Law No. 114-FZ dated 16 April 2022 “On Making Amendments to the Federal Law ‘On Joint Stock Companies’ and Certain Acts of Law of the Russian Federation”, PJSC Gazprom is required to terminate its Deposit Agreement with The Bank of New York Mellon under which depositary receipts (the “DRs”) representing shares in the Company are placed. Receipt holders have a right to convert them into ordinary shares in PJSC Gazprom.
The law defines the following basic terms:
- the receipt-to-share conversion right only applies to DR holders as at 27 April 2022;
- before the receipts are converted into shares, DR holders do not have any voting rights and are not entitled to any dividends. After the receipts are converted into shares, the holders of securities have a right to claim unpaid dividends in the manner prescribed by Federal Law No. 208-FZ “On Joint Stock Companies”.
PJSC Gazprom exercised its right under the Law and applied to the Russian Government requesting that circulation of the receipts outside the Russian Federation continue, but the request was rejected on 28 April 2022. Today PJSC Gazprom instructed The Bank of New York Mellon to terminate the Deposit Agreement. Now, as required by the Deposit Agreement, the depositary must send a notice of the termination of the DR Programmes to holders of the receipts. The receipts will be converted into Gazprom shares through a standard procedure under the Deposit Agreement, subject to mandatory requirements of Russian law.
Given the enactment of the Law and termination of the DR Programmes, PJSC Gazprom notified the UK’s Financial Conduct Authority on 29 April 2022 of its intention to cancel standard listing of its depositary receipts on the London Stock Exchange. The Company has also asked the London Stock Exchange and the Singapore Exchange to delist its depositary receipts within 20 business days.
PJSC Gazprom offered its shares internationally in the form of depositary receipts in the autumn of 1996. In April 2006, the Company set up a Level I American Depositary Receipt programme enabling free conversion of its shares into depositary receipts and vice versa.
The Bank of New York Mellon acts as the Depositary under the Company’s DR Programmes.