24.08.16Explanation of the Legal Service of Rollman Group PJSC Regarding the Admission of Additional Issue Preferred Shares to Trading at the Moscow Exchange
The process of issuance of shares of the public joint-stock company and the organization of their subsequent admission to trading at the Moscow Exchange in compliance with applicable provisions of the current legislation of the Russian Federation is a lengthy and complicated procedure. Due to the fact that this process has many stages and involves a large number of organizations (including but not limited to the following: the issuer and its registrar, the supervisory authority represented by the Bank of Russia, the National Settlement Depository, the depositories whose accounts contain the shares of the issuer, the deadlines for the completion), this procedure can be inaccurate and vary depending on many factors.
The management of Rollman Group PJSC had an idea of performing an additional issue of securities in late August / early September 2015. In fact, it took more than three months to formalize this idea as an offer for the company's shareholders that complies with applicable requirements of the current legislation of the Russian Federation. The decision to increase the authorized capital of Rollman Group PJSC by placing additional shares was made at the Extraordinary General Meeting of Shareholders of the Company held on November 19, 2015.
This decision launched a long procedure of the additional issue of preferred shares. This was followed by the preparation and the registration of the decision on the additional issue of securities with the Bank of Russia, by the implementation of the procedure for the placement and the registration of the Report on the results of the additional issue of securities.
After the registration of the Report on the results of the additional issue of securities, which was implemented by the Bank of Russia on May 10, 2016, the procedure for the additional issue of preferred shares was completed. From that time on, making off-exchange transactions with the shares of the additional issue in question and depositing these shares on depositary accounts have become possible.
Since this was an additional issue to the main issue, which was already registered and admitted to trading at the Moscow Exchange, the shares of this issue should be merged with those of the main issue within a period of three months from the date of registration of the Report on the results of the additional issue in compliance with applicable provisions of the current legislation of the Russian Federation.
This three months' period from the date of registration of the additional issue expired on August 10, 2016. From that moment on, the Bank of Russia must approve a decision on the merger of the main and the additional issues of securities. In a telephone conversation, the Bank of Russia has confirmed that the decision regarding Rollman Group PJSC was adopted on August 23, 2016. The delay in 13 calendar days after the expiration of the three months' deadline was due to the fact that such decisions are not adopted individually for each issuer. The Bank of Russia waits for the required number of issuers with the same concern to appear and then adopts a decision for all the issuers at the same time.
Following the approval of the decision to merge the issues, the Bank of Russia sends this decision to the issuer and to the issuer's registrar. After receiving the notification, the registrar makes a corresponding entry in the register of shareholders and sends the information to the NSD. The NSD records this information in its system and after that the shares of the additional issue are indicated as carried on deposit accounts as the shares of the main issue. In other words, the issues are merged, and the differences between them cease to exist.
At the moment, the procedure of issue and admission of shares to trading is nearing completion. The process is expected to complete by the end of August / early September 2016. At the same time, it should be understood that the remainder of the actions will be implemented by organizations that cannot be influenced by the issuer, rather than by Rollman Group PJSC; therefore, there is a chance of a short delay and an extension of deadlines.
Schedule of trading of preferred shares of Rollman Group PJSC for period of 2015–2016
( http://moex.com/ru/issue.aspx?board=TQBR&code=RLMNP )