The distinctive feature of the project was that it involved the transition of a large public e-commerce group with significant turnover and a broad investor base, rather than just a private holding company.
The conversion of depositary receipts into shares of MKPAO Ozon was intended to be automatic and without any additional action by investors, which reduced operational risks for security holders.
LECAP reviewed the issuer’s internal corporate documents, took an active part in drafting the issuer’s charter, and supported the preparation and registration of the prospectus and two share issues, one of which is subject to further conversion, with the Bank of Russia.
The commercial effect of the project was to remove legal and regulatory barriers for Ozon’s business in Russia, restore the group’s corporate flexibility, and broaden the investment accessibility of the securities: after redomiciliation, the shares became available to a wider range of buyers, not only qualified investors. In addition, the company avoided the risk of continued restrictions due to foreign registration and the related operational difficulties.
The project demonstrates an effect important for the legal system: the combination of corporate succession, protection of shareholders’ rights, and market infrastructure in the event of a change of jurisdiction. More broadly, it confirms that redomiciliation has become a workable legal mechanism for reducing sanctions and infrastructure risks for groups doing business in Russia.
