Ozon holders elect to redeem $536 million of 1.875% convertibles

By Mary-Katherine Stinson

Lexington, Ky., April 6 – Ozon Holdings plc announced that based on the elections of bondholders of its $750 million issue of 1.875% convertible bonds due 2026 (ISIN: XS2304902443) the company is required to redeem $536 million principal amount for the dollar cash redemption amount on the settlement date, according to a 6-K filing with the Securities and Exchange Commission.

The cutoff time for validly submitted eligibility instructions was 11 a.m. ET on April 5.

Bondholders who did not submit validly completed eligibility instructions by the cutoff time will be able to submit instructions during the holding period starting on the cancellation date. Those who do complete the eligibility instructions during this time will have the right to be paid the cash redemption amount as defined in the deed poll.

The redemption amount does not include the par amount of the bonds the company is required to redeem for the ruble cash redemption amount during the ruble settlement period.

According to the release, the company will announce when the conditions precedent are satisfied.

The settlement date will be two business days after the conditions precedent satisfaction date.

The ruble settlement period will start on the settlement date and end two business days after.

As previously reported, written resolution approval from holders of over 75% of the outstanding bonds passed on Oct. 25 had extended the initial redemption long stop date to March 15. In light of this, the company and the holders of over 33.4% of the outstanding bonds – including at least two members of the ad hoc group of bondholders –agreed to further extend the initial redemption long stop date to March 31. Accordingly, the redemption long stop date was also extended to March 31.

As announced in a Jan. 30 press release, the company extended the dates as it was awaiting communication from the U.K. sanctions authority to implement amendments to the terms and conditions of the bonds under its consent solicitation launched Sept. 23, 2022.

i2 Captial Markets Ltd. is the information, tabulation and settlement agent (ozonconsent@i2capmark.com, https://ir.ozon.com/restructuring/).

Ozon is a Russian e-commerce and internet company. The holding company is registered in Cyprus.

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