Russia’s Ozon to hire legal, financial advisers to address convertibles’ delisting event

By Rebecca Melvin

Concord, N.H., March 9 – Ozon Holdings plc said it is retaining legal and financial advisers to assist with developing a plan to address a delisting event that has occurred under the indenture of its $750 million 1.875% convertible senior notes due 2026, according to a company news release.

Under the terms of the bonds, a so-called delisting event occurs if, among other things, trading of Ozon’s ADSs on the Nasdaq Global Select Market is suspended for seven dealing days or more.

Trading of the Ozon shares was suspended by Nasdaq on Feb. 28 and remains suspended. The suspension is related to U.S. sanctions against Russia following that country’s invasion of Ukraine. The delisting event occurred following the close of trading on March 8, and trading did not resume.

The company said it continues to operate normally and has about RUB 113 billion as of Feb. 28 to support ongoing operational needs and financial obligations. Its liquidity is mostly held in deposits in Russia. Restrictions under the Russian capital control regulations may affect the company’s ability to transfer cash funds from the company’s Russian subsidiaries to its Cypriot holding company, which is the issuer of the bonds.

The company has commenced work developing a proposal for bondholders to address the delisting event and it will work with retained legal and financial advisers to present the proposal for consideration and approval by the bondholders ahead of the put date, which is the 14th 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 delisting event notice is given to bondholders.

Ozon priced the upsized $750 million issue on Feb. 17, 2021. The initial size of the Regulation S offering was $650 million. Proceeds of the convertibles deal were to be used for strategic investments and general corporate purposes.

Ozon is a Moscow-based e-commerce company.

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