On the conversion of depositary receipts into PJSC Gazprom shares
PJSC Gazprom has notified Gazprombank (Joint Stock Company) of the necessity to perform automatic conversion of depositary receipts into PJSC Gazprom’s shares.
Gazprombank is responsible for the custody of the ordinary shares of PJSC Gazprom that represent receipts issued under the depositary receipts programmes. The issuer of the depositary receipts (The Bank of New York Mellon) has a depo account under the depositary programmes opened at Gazprombank to record the title to PJSC Gazprom shares.
The notification was sent in pursuance of Federal Law No. 319-FZ “On Amendments to Certain Legislative Acts of the Russian Federation” (the “Law”) dated 14 July 2022. This Law provides for the conversion of depositary receipts into the underlying ordinary shares of Russian issuers without the participation of the foreign depositary bank.
The Law requires that the depositary receipts, the rights to which are recorded in Russian depositaries, shall be automatically without holders’ participation converted into the corresponding number of ordinary shares issued by Russian entities. The procedure for such automatic conversion is set out in the Resolution of the Bank of Russia’s Board of Directors dated 22 July 2022. The indicative timeframe for completing the automatic conversion of PJSC Gazprom’s depositary receipts into shares is September 2022.
Furthermore, up to 11 October 2022 inclusively, holders of the depositary receipts, the rights to which are recorded in foreign depositaries, or persons in whose interests the holders of such securities possess and/or manage the depositary receipts, may request Gazprombank for the declarative conversion of such depositary receipts into PJSC Gazprom’s shares, if they are unable to receive the shares on their own due to imposed restrictions or hostile actions of foreign countries, international organisations, or foreign financial organisations.
More details on the declarative conversion procedure.
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 programm 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 depositary receipts programmes.
On April 29, 2022, PJSC Gazprom announced the termination of the circulation of depositary receipts for the Company’s shares abroad.