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Russian regulations on GDR programmes for Russian companies James Roe, Alexandra Fasakhova,

London Stock Exchange, 1 July 2010. Russian regulations on GDR programmes for Russian companies James Roe, Alexandra Fasakhova,. Agenda. Key foreign regulatory issues faced by Russian companies Russian FSFM regulation of GDR issuance. History of limitations on GDR programmes.

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Russian regulations on GDR programmes for Russian companies James Roe, Alexandra Fasakhova,

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  1. London Stock Exchange, 1 July 2010 Russian regulations on GDR programmes for Russian companies James Roe, Alexandra Fasakhova,

  2. Agenda • Key foreign regulatory issues faced by Russian companies • Russian FSFM regulation of GDR issuance

  3. History of limitations on GDR programmes • For the past 10 years FSFM has been: • consistently reducing the ceiling for GDR offerings by Russian companies • 2001: Permission requirement and 75% threshold introduced • 2003: 75% threshold reduced to 40% • 2006: 40% threshold reduced to 35% and 70/30 rule introduced • 2008: 35% threshold reduced to 30%, lower thresholds of 25% and 5% introduced for strategic companies, 70/30 rule preserved • vigorously criticising offshore offerings of Russian businesses

  4. June 2009 Amendments • Came into effect on 1 January 2010 • Further reduced the ceiling for GDR offerings • Applicable ceiling depends on: • existing level of Russian listing; and • whether a company is a strategic subsoil company • Imposed additional compliance requirements on Russian companies

  5. New thresholds for GDR programmes • Maximum threshold reduced to 25% and only available if any of the following criteria is met: • Shares are “A” listed; or • Depositary is incorporated in a country whose regulator has an agreement with FSFM; or • Issuer is a strategic subsoil company which cleared its 25% GDR offering with State Commission • Other companies are subject to lower thresholds of: • 15% for “B” listed shares; and • 5% for “V” or “I” listed shares and for subsoil strategic companies without State Commission clearance for a higher limit • 70/30 rule changed to 50/50 rule

  6. Additional compliance requirements • Post offering notification obligation introduced: • Report on the results of the offering (local and international) • within 30 days following the offering • The permission now has 1 year of “shelf life” • FSFM can also cancel the permission if: • the underlying shares are redeemed; or • the post offering notification requirement is not complied with. • Continuous obligation to update the FSFM on any changes to the depositary agreement introduced

  7. Contact details James Roe Partner, Moscow Tel +7495 662 6554 Mob +7 985 773 8902 james.roe@allenovery.com Alexandra Fasakhova Senior Associate, Moscow Tel +7 495 662 6509 Mob +7 985 644 5049 alexandra.fasakhova@allenovery.com

  8. Questions? These are presentation slides only. The information within these slides does not constitute definitive advice and should not be used as the basis for giving definitive advice without checking the primary sources. Allen & Overy means Allen & Overy LLP and/or its affiliated undertakings. The term partner is used to refer to a member of Allen & Overy LLP or an employee or consultant with equivalent standing and qualifications or an individual with equivalent status in one of Allen & Overy LLP's affiliated undertakings.

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