Date : 30/06/2020 @ 17:50
Source : UK Regulatory (RNS & others)


30-Jun-2020 / 18:49 CET/CEST 
Dissemination of a Regulatory Announcement, transmitted by EQS Group. 
The issuer is solely responsible for the content of this announcement. 
St. Petersburg, Russia; 30 June 2020 - Lenta PLC ("Lenta" or the "Company"), 
        one of the largest retail chains in Russia, today issued a notice to 
 shareholders in respect of an extraordinary general meeting of shareholders 
  of Lenta (the "EGM") to be held on 22 July 2020 at 112B Savushkina street, 
       St. Petersburg, Russia. The EGM will take place immediately after the 
  completion of the already-scheduled annual general meeting of shareholders 
           of Lenta to be held on the same day (starting at 10am) and place. 
   The EGM has been called by the Board of Directors of Lenta to approve the 
       proposed re-domiciliation of Lenta from the Republic of Cyprus to the 
   Russian Federation. This re-domiciliation would be carried out under July 
           2018 Russian legislation that established a legal regime for 
   re-domiciliation (continuance) of foreign companies to Russia. If carried 
  out, the re-domiciliation would result in Lenta becoming an "international 
 company" under Russian law, registered in the special administrative region 
           of Oktyabrsky Island, Kaliningrad. 
       Accordingly, and as more fully set out in the notice for the EGM, the 
         shareholders of Lenta will take up for consideration at the meeting 
     resolutions that would approve steps to be taken in connection with the 
proposed re-domiciliation to Russia, including to approve and authorise: (1) 
   Lenta proceeding with deregistering from the Register of the Registrar of 
           Companies in Cyprus and transferring its registered office to and 
     registering as a continuing company in the form of International public 
joint-stock company under the legal regime of the Russian Federation without 
     being dissolved and without being re-incorporated; (2) Lenta making the 
  requisite application to its registrar in Cyprus; (3) changing the name of 
  Lenta PLC upon the re-domiciliation to, in Russian, ????????????? ???????? 
   ????????? ??????????? ???????? «?????» (and in short form, ????? «?????») 
   and, in English, Lenta International public joint-stock company (in short 
    form, Lenta IPJSC); (4) the Board approving a prospectus relating to the 
   shares of Lenta, as required for the registration of Lenta in Russia; and 
 (5) appointing auditors to prepare interim audited accounts of Lenta, which 
    are required in connection with the re-domiciliation, and approving such 
 The Company's directors believe these resolutions are in the best interests 
         of both the Company and its shareholders as a whole and unanimously 
     recommend that they be approved. This reflects the company's efforts to 
   align its corporate structure with its now having a predominantly Russian 
 shareholder base, while cost advantages will also be achieved as having the 
Company administered in Russia rather than Cyprus will be more efficient and 
  less expensive. The re-domiciliation to Russia would provide the following 
           benefits to Lenta and its shareholders: 
  · a simplified and more reliable tax structure of the holding, which will 
  help mitigate future taxation risks in Russia in connection with stricter 
  initiatives aimed at base erosion and profit shifting (BEPS); 
  · a potential application of 5% withholding tax rate on dividends to 
  non-Russian shareholders, exemption of profits of controlled foreign 
  companies and capital gains on sale of Russian and foreign subsidiaries, 
  subject to conditions 
     By giving their approval for the above set of resolutions, shareholders 
would allow Lenta to start the process of the re-domiciliation to Russia. In 
 particular, such approval would allow Lenta to make a publication in Cyprus 
        of the intention of Lenta to re-domicile, upon which there will be a 
      three-month period for creditors of Lenta to challenge the decision to 
  re-domicile; it would also enable Lenta to give notice of its intention to 
           the Cyprus Registrar of Companies and pursue clearances for the 
           re-domiciliation from Cypriot and Russian authorities. 
   Lenta expects that a second extraordinary meeting of shareholders will be 
called in the future to approve a new charter of Lenta that would apply upon 
     the re-domiciliation being completed. Lenta expects that the rights and 
  protections of the shareholders of Lenta under its current Cyprus articles 
     will remain in place, or be largely approximated, under its new Russian 
charter - an analysis of the consequences of the re-domiciliation, including 
   on corporate governance and the taxation of shareholders and GDR-holders, 
   will be circulated in conjunction with the second meeting. It is the case 
that if the re-domiciliation to Russia occurs, Lenta would not be subject to 
 the provisions of the UK City Code on Takeovers and Mergers as it currently 
     If the re-domiciliation takes place, the Company's GDRs are expected to 
 continue to be admitted to trading on the London Stock Exchange (and to the 
 Official List of the UK Financial Conduct Authority) and for the time being 
 on the Moscow Exchange (with no change to their ISINs); trading of the GDRs 
would continue uninterrupted. The terms and conditions of the Company's GDRs 
     would remain governed by English law and the re-domiciliation would not 
           result in any changes to the rights attaching to them. 
     Lenta will provide further updates on the Russian re-domiciliation when 
    The notice for the EGM and related documents sent to shareholders can be 
viewed on the Company's website at www.lentainvestor.com. In accordance with 
 Listing Rule 14.3.6, an electronic copy of the documents has been submitted 
         to the National Storage Mechanism and will shortly be available for 
   inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism [1]. 
About Lenta 
  · Lenta is the largest hypermarket chain in Russia and the country's 
  fourth largest retail chain. The Company was founded in 1993 in St. 
  Petersburg. Lenta operates 248 hypermarkets in 88 cities across Russia and 
  134 supermarkets in Moscow, St. Petersburg, Siberia, the Urals and the 
  Central region with a total of approximately 1,483,655 sq.m of selling 
  space. The average Lenta hypermarket store has selling space of 
  approximately 5,500 sq.m. The average Lenta supermarket store has selling 
  space of approximately 800 sq.m. The Company operates twelve distribution 
  · The Company's price-led hypermarket formats are differentiated in terms 
  of their promotion and pricing strategies as well as their local product 
  assortment. The Company employed approximately 48,391 people as of 31 
  December 2019[1]. 
  · The Company's management team combines a mix of local knowledge and 
  international expertise coupled with extensive operational experience in 
  Russia. Lenta's largest shareholders include Severgroup, which is 
  committed to maintaining high standards of corporate governance. Lenta is 
  listed on the London Stock Exchange and on the Moscow Exchange and trades 
  under the ticker: 'LNTA' 
A brief video summary on Lenta's business and its Big Data initiative can be 
           seen here [2]. 
  · For further information please visit www.lentainvestor.com [3], or 
· Lenta                             Russian Media: 
· Mariya Filippova 
· Public Relations and Government   NW Advisors 
Affairs Director 
· Tel: +7 812 380-61-31 ext.: 
1892                                Victoria Afonina 
· E-mail: 
                                    ?el:+7 495 795 06 23 
                                    E-mail: lenta@nwadvisors.com 
     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 Lenta'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 Lenta speak only as 
at the date of this announcement. Save as required by any applicable laws or 
 regulations, Lenta 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. 
   [1] FTE (full-time equivalent). Average FTE for 2019 was 51,908 employees 
ISIN:           US52634T2006, US52634T1016 
Category Code:  MSCM 
TIDM:           LNTA;LNTR 
LEI Code:       213800OMCE8QATH73N15 
OAM Categories: 3.1. Additional regulated information required to be 
                disclosed under the laws of a Member State 
Sequence No.:   72978 
EQS News ID:    1083047 
End of Announcement EQS News Service 
1: https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=1e84eb6c3310c93f7fb161c09372521b&application_id=1083047&site_id=vwd&application_name=news 
2: https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=d398c68963e6469fc5c08b5653f0662f&application_id=1083047&site_id=vwd&application_name=news 
3: https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=7b02fd0089c43ad819982a795a635ba5&application_id=1083047&site_id=vwd&application_name=news 

(END) Dow Jones Newswires

June 30, 2020 12:50 ET (16:50 GMT)

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