REG - X5 Retail Group N.V - RESIGNATION NOTICE FROM X5’S DEPOSITARY, BNY

X5 Retail NVAnnouncement

13/06/2024 17:45

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RNS Number : 3947S  X5 Retail Group N.V.  13 June 2024

RESIGNATION NOTICE FROM X5'S DEPOSITARY, THE BANK OF NEW YORK MELLON, IN
RESPECT OF THE COMPANY'S GLOBAL DEPOSITARY RECEIPTS (DRs) PROGRAMME

 

Amsterdam, 13 June 2024 - X5 Retail Group N.V. (the "Company", LSE and MOEX
ticker: FIVE) notifies its shareholders that it has received a written notice
from The Bank of New York Mellon ("BNY") to the effect that the latter is
resigning as the depositary for the Company's DR programme.

 

Under the terms of the amended and restated deposit agreement between the
Company and BNY (the "Deposit Agreement"), such resignation will become
effective upon the appointment of a successor depositary by the Company.
Therefore, BNY currently remains the depositary for the DR programme, and the
Deposit Agreement remains in force. However, if the Company has not appointed
a successor depositary (or if such successor has not accepted its appointment)
on or before 18 September 2024, BNY has stated in the notice that it will
terminate the Company's DR programme no sooner than 90 days from the date of
notice to the DR holders of such termination. Assuming a notice of termination
were to be delivered by BNY to the Company on 19 September 2024, this would
mean that the earliest date of any such termination of the DR programme would
be on 18 December 2024.

 

The Company is currently assessing the impact of BNY's resignation as
depositary, including the Company's ability to appoint a successor depositary,
as well as the implications for the listing of the DRs and their continued
admission to trading on the London Stock Exchange and the Moscow Exchange. The
Company remains highly committed to protecting the interests of its DR
holders.

 

The Company appreciates that shareholders and DR holders may have questions on
their position in relation to X5, including as a result of BNY's resignation
as well as the transfer of shares in the Company's subsidiary X5 Corporate
Center LLC (pursuant to the recent Moscow Court order as announced by the
Company on 25 April and 3 May 2024) and the proposed distribution of such
shares in X5 Corporate Center LLC to the Company's shareholders and ultimate
owners of DRs. The Company strongly recommends that shareholders and DR
holders with any such questions should contact the Company before taking any
action. The Company is at all times open to engaging with its shareholders and
DR holders on the current situation.

 

The Company is currently working through all possible scenarios with the
assistance of its advisers and will soon provide more clarity on the
developments in Russia and the implications of BNY's resignation as depositary
for the DR programme.

 

For more information, please contact:

 

X5 Retail Group N.V.

Tel: +31 (0)85 7730085

Email: info@x5.com (mailto:info@x5.com)

www.x5.com

 

 

Forward-looking statements

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 X5 Group N.V.'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 X5 Group N.V. speak
only as of the date of this announcement. Save as required by any applicable
laws or regulations, X5 Group N.V. 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.

 

For further contact: info@x5.com

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