Ozon Holdings PLC (NASDAQ and MOEX: “OZON”, thereafter referred
to as “we”, “us”, “our”, “Ozon” or the “Company”), a leading
Russian e-commerce platform, provides this update on the potential
ramifications of the suspension of trading of the American
Depositary Shares, each representing one ordinary share of the
Company (“ADSs”), on the NASDAQ Global Select Market (“NASDAQ”).
Additional information regarding the impact of U.S., EU and other
sanctions on the Company’s operations is also provided in the
Company’s press release dated February 28, 2022.
On February 28, 2022, trading of the Ozon’s ADSs on the NASDAQ
was suspended by the NASDAQ. It is currently unknown when trading
in the ADSs will resume.
Under the terms of the Company’s $750 million 1.875 per cent.
senior unsecured convertible bonds due 2026 (“Bonds”), a “Delisting
Event” occurs if, among other things, trading of the ADSs on NASDAQ
is suspended for a period of seven dealing days or more (the
cut-off date falling in our case on Tuesday, March 8, 2022
(inclusive)).The trading in the Bonds on The International Stock
Exchange (“TISE”) was suspended from trading after the market close
on March 3, 2022.
If a Delisting Event, as defined in the terms and conditions of
the Bonds, occurs, the Company is required to give holders of the
Bonds a notice thereof within five calendar days, and bondholders
will be entitled to require the Company to redeem their Bonds at
the principal amount together with accrued interest on the “put
date”, which is the fourteenth New York City business day following
the end of the 60-day period commencing on the later of the date of
the Delisting Event or the date that the notice thereof is given to
bondholders. Alternatively, bondholders would be entitled to
exercise their conversion rights under the Bonds at a conversion
price currently equal to $86.6480.
A Delisting Event would trigger the redemption and conversion
rights described above. The Company estimated that it had cash,
cash equivalents and short-term bank deposits of approximately RUB
113 billion as of February 28, 2022, with close to 80% of liquidity
in foreign currency, most of which is held in Russia. Due to, among
other things, uncertainty around the impact of the restrictions
under the recently enacted Russian capital control and protection
measures on the ability to transfer cash funds from the Company’s
Russian subsidiaries to its Cypriot holding company Ozon Holdings
PLC, which is the issuer of the Bonds, and continuing multiple
changes to the regulatory backdrop, it is possible that the Company
will not have sufficient liquidity available at its Cypriot holding
company to fund the payments required for the redemption if most of
the bondholders choose to exercise their redemption right. Should a
Delisting Event occur, the Company will continue acting in good
faith and anticipates to engage into negotiations with bondholders
to find a suitable solution in the given circumstances; however,
there is no guarantee those would be successful. If the Company
were unable to successfully negotiate with the bondholders, and a
failure to pay the amounts due continues for 14 calendar days, an
Event of Default under the terms and conditions of the Bonds would
occur. The Event of Default gives the trustee under the Bonds the
right to take such proceedings, actions or steps against the
Company as it may consider necessary to enforce the provisions of
the Bonds and the related trust deed, subject to the terms
thereof.
If the Company were able to provide the liquidity at the level
of its Cypriot holding company necessary to fund the early
redemption of all outstanding principal amount under the Bonds and
accrued interest, it would result in a significant reduction in the
amount of cash available to fund its operations and would have a
significant effect on its operations and growth outlook.
No such early redemption will be required if trading resumes
before Tuesday, March 8, 2022.
In these challenging times, we remain focused on supporting all
of our stakeholders, including investors, customers, merchants, our
multiple business partners and employees to the best of our
ability.
About Ozon
Ozon is a leading multi-category e-commerce platform and one of
the largest internet companies in Russia. Ozon’s platform offers
one of the widest selections of goods across multiple product
categories. Ozon’s country-wide warehouse footprint includes around
one million square meters. Its infrastructure enables Ozon to
provide Russian population with a fast and convenient delivery via
couriers, pick-up points and parcel lockers. Ozon’s extensive
logistics and fast-developing marketplace allow over 90 thousand
entrepreneurs to sell their products across Russia’s 11 time zones
to more than 25 million customers. In addition to its core
e-commerce business, Ozon is expanding Ozon fintech and other
value-added services, such as its quick commerce and online grocery
solution Ozon Express. For more information, please visit
https://corp.ozon.com/.
Disclaimer
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
that reflect the current views of Ozon Holdings PLC (“we”, “our” or
“us”, or the “Company”). All statements contained in this press
release that do not relate to matters of historical fact disclosed
in due course by the Company should be considered forward-looking
statements.
These forward-looking statements are based on management’s
current expectations. However, it is not possible for our
management to predict all risks, nor can we assess the impact of
all factors on our business or the extent to which any factor, or
combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements
we may make. These statements are neither promises nor guarantees
but involve known and unknown risks, uncertainties and other
important factors and circumstances that may cause Ozon’s actual
results, performance or achievements to be materially different
from its expectations expressed or implied by the forward-looking
statements, including conditions in the U.S. capital markets, the
events in Ukraine and related sanctions, negative global or Russian
political and economic conditions, potential negative developments
in the COVID-19 pandemic, other negative developments in Ozon’s
business or unfavorable legislative or regulatory developments. We
caution you therefore against relying on these forward-looking
statements, and we qualify all of our forward-looking statements by
these cautionary statements. Please refer to our filings with the
U.S. Securities and Exchange Commission concerning factors that
could cause actual results to differ materially from those
described in our forward-looking statements.
These and other important factors could cause actual results to
differ materially from those indicated by the forward-looking
statements made in this press release. Any such forward-looking
statements represent management’s estimates as of the date of this
press release. While Ozon may elect to update such forward-looking
statements at some point in the future, Ozon disclaims any
obligation to do so, even if subsequent events cause its views to
change. These forward-looking statements should not be relied upon
as representing Ozon’s views as of any date subsequent to the date
of this press release.
This press release contains preliminary estimates as of February
28, 2022. This information has not been audited or reviewed by the
Company’s auditors. The preliminary estimates disclosed in this
press release are based on the Company’s internal management
accounts and records based on currently available preliminary
information and, therefore, may change.
The trademarks included herein are the property of the owners
thereof and are used for reference purposes only. Such use should
not be construed as an endorsement of the products or services of
the Company.
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version on businesswire.com: https://www.businesswire.com/news/home/20220304005346/en/
Investor Relations Maryia Berasneva-McNamara, Head of
Investor Relations, Ozon ir@ozon.ru
Press Office Maria Zaikina, Director of Public &
Industry Relations, Ozon pr@ozon.ru
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