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.