REG - X5 Retail Group N.V - X5 announces intention to delist its GDRs from LSE

X5 Retail NVAnnouncement

02/09/2024 17:00

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RNS Number : 5913C  X5 Retail Group N.V.  02 September 2024

X5 Retail Group N.V. announces intention to delist its GDRs from the London
Stock Exchange

 

Amsterdam, 2 September 2024 - X5 Retail Group N.V. (the "Company", LSE and
MOEX ticker: FIVE) announces its intention to request: (i) cancellation of the
listing ("Listing") of the Company's global depositary receipts ("GDRs") (ISIN
US98387E2054 and ISIN US98387E1064) on the Official List of listed securities
(the "Official List") maintained by the UK Financial Conduct Authority
("FCA"); and (ii) cancellation of the admission to trading ("Admission") of
the GDRs on the main market for listed securities of the London Stock Exchange
(the "LSE") (together, the "Delisting").

 

The Company simultaneously anticipates a cancellation of the listing of its
GDRs on the Moscow Exchange.

 

This decision has been taken by the Management Board of the Company as part of
ongoing measures following its receipt of the notice of resignation from The
Bank of New York Mellon ("BNY") as depositary for the Company's GDR programme,
as announced by the Company on 13 June 2024.  Service of the notice of
resignation will, among other things, entitle BNY to serve a notice to
terminate the GDR programme if a successor depositary has not been appointed
by 18 September 2024.  Since receiving the notice of resignation, the Company
has made extensive efforts to identify and appoint a successor depositary.
Based on its discussions with potential successor depositaries, the Company
believes that it will be easier to appoint a successor depositary if the
Listing and Admission are cancelled.  The Company also believes that it is
preferable to retain the GDR programme, albeit with unlisted GDRs, rather than
have the programme terminated.

 

In addition, following the suspension of the Admission by the LSE on 3 March
2022, there has been no active public market in the GDRs for approximately 30
months. The Management Board of the Company has therefore concluded that
Delisting will have little significant impact on the ability of GDR holders to
trade their GDRs.

 

Following the Delisting, the Company will no longer be subject to the
regulatory and statutory regime which applies to companies which have
securities admitted to the Official List and traded on the main market for
listed securities. GDR holders who are in any doubt should seek advice as to
whether there may be any other implications for them arising from the
Delisting.

 

Pursuant to UK Listing Rule 21.2.17R, the Company is required to provide a
minimum notice period of 20 business days prior to the intended cancellation
of the Listing. Accordingly, it is intended that the Delisting shall take
effect, at the earliest, on 1 October 2024.  No shareholder approval is
required to implement the Delisting.

 

The Company is currently evaluating options for appointing a successor
depositary under the GDR programme following the resignation of BNY. GDR
holders will be kept duly informed on further developments in this respect.

 

The Company remains committed to protecting the interests of its GDR holders
and will continue to provide updates as necessary.

 

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

 

Cautionary notice

The information contained within this announcement is considered by the
Company to constitute inside information pursuant to the EU Market Abuse
Regulation (No. 596/2014), also forming part of UK law by virtue of the
European Union (Withdrawal) Act 2018. Upon publication of this announcement
via a Regulatory Information Service, this inside information will be
considered to be in the public domain.

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