Event Publicly Available Information:
The Eligible Market Participant that raised the issue has provided the below information:
On 3 March 2022, the Reference Entity issued a press release confirming that its class A shares had been delisted from Nasdaq and the New York Stock Exchange on 28 February 2022. This delisting, if ongoing for five trading days, would trigger redemption rights of its U.S.$1,250,000,000 0.75 per cent. convertible notes due 2025 (ISIN: XS2126193379) (the Notes). On 7 March 2022, the Reference Entity issued a further press release to report that an ad hoc group of noteholders had formed and that it had appointed a financial adviser and a legal adviser.
On 9 March 2022, the Reference Entity published a delisting event notice stating that, as at 4.00 pm (New York time) on 4 March 2022, a Delisting Event had occurred in relation to the Notes. The notice set out that, under the conditions of the Notes, the Delisting Event had triggered an option for the noteholders to either convert the Notes to equity or to exercise a put option in relation to the Notes. For the purposes of the put option, the original Delisting Event Period was from 9 March 2022 to 9 May 2022, and the Put Date was to be 27 May 2022.
On 29 April 2022, the Reference Entity issued a further press release announcing that an agreement in principle had been reached between it and the ad hoc group of noteholders to extend the end of the redemption right exercise period from 3 May 2022 to 7 June 2022. Following this, on 4 May 2022, the Reference Entity issued a notice to noteholders of modification to conditions of notes. This notice attached as schedules the minutes of the meeting of noteholders that occurred on 3 May 2022 approving changes to the conditions of the Notes and the form of a supplemental trust deed dated 3 May 2022 and entered into by the Reference Entity and the trustee. The notice specified that a new Delisting Event Period was to run from (and including) 3 May 2022 to (and including) 7 June 2022 and that any Put Exercise Notices submitted before this Delisting Event Period would not be valid. The notice also postponed the Put Date to 28 June 2022.
The Eligible Market Participant notes that the deferral of the Put Date therefore has the effect of postponing the payment of the interest and principal amount owed to the noteholders under the Notes. The Eligible Market Participant therefore asks if a Restructuring Credit Event has occurred pursuant to Section 4.7(a)(iii) of the 2014 Definitions in respect of the Reference Entity.
Press release of 3 March 2022 - https://ir.yandex/press-releases?year=2022&id=03-03-2022
Press release of 7 March 2022 - https://ir.yandex/press-releases?year=2022&id=03-07-2022
Delisting event notice of 9 March 2022 - https://ir-docs.s3.yandex.net/bonds/Delisting%20Event%20Notice.pdf
Press release of 29 April 2022 - https://ir.yandex/press-releases?year=2022&id=2022-04-29
Notice to noteholders dated 4 May 2022 - https://ir-docs.s3.yandex.net/bonds/Notice%20to%20Noteholders%20of%20Modifications%20to%20Conditions%20of%20Notes.pdf