Restructuring Documents
FAQ
Convertible Bonds
I was a holder of the bonds issued by Ozon Holdings PLC with ISIN: XS2304902443 (the “Bonds”) as of 26 September 2022 (the “Record Date”) and have not transferred such bonds to any person after the Record Date. I have not submitted an eligibility instruction before 4 pm London time on 5 April 2023. Can I still participate in early redemption of the Bonds?
Yes, you can claim your right to receive a payment in USD in the amount equal to 65% of the nominal value of the Bonds held by you and 100% of interest accrued up to 24 August 2022 and interest for the period from 24 August 2022 to the settlement date for the redemption (which was 19 April 2023) at a rate of 0.036058% per week calculated on a simple interest basis and pro rated for any part of the week.
You are a non-sanctioned bondholder:
Within one year from the cancellation date for the Bonds (being 19 May 2023), you can submit a validly completed Eligibility Instruction (available at: https://ir.ozon.com/restructuring/) to our email address ozon_cbond_2026@ozon.ru with a copy to Project-Ozon-CGSHOnly@cgsh.com.
Before submitting such completed Eligibility Instruction, please provide the following documents to cbond_documents@ozon.ru:
1) Proof of holding as of the Record Date (please refer to the form of Eligibility Instruction for the list of documents that are considered proof of holding);
2) KYC documents and consent to processing of personal data (please refer to the list of documents available at: https://ir.ozon.com/restructuring/).
Please note that we can request additional KYC documents and other information in order to make the payment.
You will receive the payment in the amount stated above within 14 days from the date when we received all of the documents listed above. We suggest that you first provide the proof of holding and other necessary documents for our KYC review and then, once this was completed, submit a completed Eligibility Instruction.
For further information, please refer to the Deed Poll (available at: https://ir.ozon.com/restructuring/).
If you have any questions on the above, please contact us at cbond_documents@ozon.ru.
You are a sanctioned bondholder:
Within one year from the cancellation date for the Bonds (being 19 May 2023), you can submit a notice of your sanctioned status, together with the proof of holding as of the Record Date, in accordance with clause 4 of the Deed Poll (available at: https://ir.ozon.com/restructuring/) to our email address ozon_cbond_2026@ozon.ru with a copy to Project-Ozon-CGSHOnly@cgsh.com. In accordance with the Deed Poll, a Sanctioned Person that made such notice has a right to receive a payment under the Deed Poll within 3 months from the moment it ceased to be a Sanctioned Person (for exact definition please refer to the Deed Poll).
I was not a holder of the bonds issued by Ozon Holdings PLC with ISIN: XS2304902443 (the “Bonds”) as of 26 September 2022 (the “Record Date”) and have been assigned the Bonds or the rights under the Deed Poll. I have not submitted an eligibility instruction before 4 pm London time on 5 April 2023. Can I still participate in early redemption of the Bonds?
Please contact us at cbond_documents@ozon.ru
I don’t have a USD account in a non-sanctioned bank. Can I still receive a payment under the Deed Poll?
Please contact us at cbond_documents@ozon.ru
Yes, you can claim your right to receive a payment in USD in the amount equal to 65% of the nominal value of the Bonds held by you and 100% of interest accrued up to 24 August 2022 and interest for the period from 24 August 2022 to the settlement date for the redemption (which was 19 April 2023) at a rate of 0.036058% per week calculated on a simple interest basis and pro rated for any part of the week.
You are a non-sanctioned bondholder:
Within one year from the cancellation date for the Bonds (being 19 May 2023), you can submit a validly completed Eligibility Instruction (available at: https://ir.ozon.com/restructuring/) to our email address ozon_cbond_2026@ozon.ru with a copy to Project-Ozon-CGSHOnly@cgsh.com.
Before submitting such completed Eligibility Instruction, please provide the following documents to cbond_documents@ozon.ru:
1) Proof of holding as of the Record Date (please refer to the form of Eligibility Instruction for the list of documents that are considered proof of holding);
2) KYC documents and consent to processing of personal data (please refer to the list of documents available at: https://ir.ozon.com/restructuring/).
Please note that we can request additional KYC documents and other information in order to make the payment.
You will receive the payment in the amount stated above within 14 days from the date when we received all of the documents listed above. We suggest that you first provide the proof of holding and other necessary documents for our KYC review and then, once this was completed, submit a completed Eligibility Instruction.
For further information, please refer to the Deed Poll (available at: https://ir.ozon.com/restructuring/).
If you have any questions on the above, please contact us at cbond_documents@ozon.ru.
You are a sanctioned bondholder:
Within one year from the cancellation date for the Bonds (being 19 May 2023), you can submit a notice of your sanctioned status, together with the proof of holding as of the Record Date, in accordance with clause 4 of the Deed Poll (available at: https://ir.ozon.com/restructuring/) to our email address ozon_cbond_2026@ozon.ru with a copy to Project-Ozon-CGSHOnly@cgsh.com. In accordance with the Deed Poll, a Sanctioned Person that made such notice has a right to receive a payment under the Deed Poll within 3 months from the moment it ceased to be a Sanctioned Person (for exact definition please refer to the Deed Poll).
I was not a holder of the bonds issued by Ozon Holdings PLC with ISIN: XS2304902443 (the “Bonds”) as of 26 September 2022 (the “Record Date”) and have been assigned the Bonds or the rights under the Deed Poll. I have not submitted an eligibility instruction before 4 pm London time on 5 April 2023. Can I still participate in early redemption of the Bonds?
Please contact us at cbond_documents@ozon.ru
I don’t have a USD account in a non-sanctioned bank. Can I still receive a payment under the Deed Poll?
Please contact us at cbond_documents@ozon.ru
List of documents for payments under the Deed Poll
List of documents for payments under the Deed Poll
Download
Eligibility Instruction
Payee Privacy Notice
Payee’s Representative Privacy Notice
Deed Poll
Deed Poll
Consent Solicitation Memorandum
Consent Solicitation Memorandum
Lock-up Agreement
Accession Deed
Lock-Up Agreement
Russian Lock-up Agreement
Accession Deed
Russian Lock-up Agreement
Standstill Agreement
Standstill Agreement
Accession Deed
Russian Standstill Agreement
By pressing the «Yes, I certify» button below you are certifying that you are (i) either a non-US person and located outside the United States for the purposes of Regulation S under the U.S. Securities Act of 1933, as amended (the «Securities Act»), or a qualified institutional buyer (as defined in Rule 144A under the Securities Act) and (ii) an individual resident in a country other than Canada, South Africa, Australia or Japan. You are also certifying that you have read and understood this notice and that you are a person who is otherwise permitted under applicable law and regulation to receive information of the kind contained on this section of the website. IF YOU ARE A RESIDENT OF THE UNITED STATES (OTHER THAN A QUALIFIED INSTITUTIONAL BUYER), CANADA, SOUTH AFRICA, AUSTRALIA OR JAPAN, PLEASE PRESS THE «NO, I CANNOT CERTIFY» BUTTON.
The information contained in the following pages is restricted and is not for release, publication to, distribution in, or into the United States, Canada, South Africa, Australia or Japan.
The information contained in this website does not constitute an offer of, an offer to purchase or the solicitation of an offer to sell the senior unsecured bonds of Ozon Holdings PLC (the “Company”), convertible into American Depositary Shares of the Company (the “Bonds”), in the United States (including its territories and dependencies, any State of the United States and the District of Columbia) or to any person in any other jurisdiction to whom or in which such offer or solicitation is unlawful and, in particular, is not for distribution in Australia, South Africa, Canada or Japan.
The offer and sale of the Bonds have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or under the applicable securities laws of Australia, South Africa, Canada or Japan, and the Bonds may not be offered or sold in the United States unless registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, such registration requirements. No public offering of the Bonds is being made in the United States.
In member states of the European Economic Area and in the United Kingdom, the information contained in this website is directed only at persons who are “qualified investors” within the meaning of the Prospectus Regulation (Regulation (EU) 2017/1129, as amended or superseded) (“Qualified Investors”). For these purposes, the expression “Prospectus Regulation” means Regulation (EU) 2017/1129 and Regulation (EU) 2017/1129 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018. In the United Kingdom the information contained in this website is directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) who fall within Article 49(2)(A) to (D) of the Order, or (iii) to whom it may otherwise lawfully be communicated, and any investment activity to which it relates will only be engaged in with such persons and it should not be relied on by anyone other than such persons.
This information contained in this section of the website is not an offer, or an invitation to make offers, to sell, exchange or otherwise transfer securities in the Russian Federation to or for the benefit of any Russian person or entity and does not constitute an advertisement or offering of securities in the Russian Federation within the meaning of Russian securities laws. Information contained in this section of the website is not intended for any persons in the Russian Federation who are not “qualified investors” within the meaning of article 51.2 of the Federal Law No. 39-FZ “On the Securities Market” dated 22 April 1996, as amended (the “Russian QIs”) and must not be distributed or circulated into Russia or made available in Russia to any persons who are not Russian QIs, unless and to the extent they are otherwise permitted to access such information under Russian law. The Bonds have not been and will not be registered or admitted to trading in Russia and are not intended for “placement”, “public placement”, “circulation” or “public circulation” in Russia (each as defined in Russian securities laws) by any means unless and to the extent otherwise permitted under Russian law. This information contained in this section of the website may not correspond to the risk profile of a particular investor, does not take into account one's personal preferences and expectations on risk and/or profitability and does not constitute an individual investment recommendation for the purposes of Russian law.
By pressing the «Yes, I certify» button below you are certifying that you are not (i) listed on any lists of specifically designated persons or entities (or equivalent) maintained by (a) the U.S. Department of the Treasury’s Office of Foreign Assets Control and the U.S. Departments of State or Commerce; (b) the United Nations Security Council; © the European Union or any member state thereof, or any governmental authority of the same; or (d) the United Kingdom (or any governmental authority of the same, including without limitation in respect of the United Kingdom, Her Majesty’s Treasury and the Department for International Trade) (each of (a)-(d), a «Sanctions Authority»), each as amended, supplemented or substituted from time to time (a «Sanctions List»), and, for the avoidance of doubt, this shall exclude the ‘Sectoral Sanctions Identifications List’ of the U.S. Department of the Treasury’s Office of Foreign Assets Control or any equivalent list maintained by any other Sanctions Authority to the extent that restrictions under such lists would not in any way restrict or prohibit transactions, activities or other dealings contemplated by the terms of the Standstill Agreements, the Consent Solicitation Memorandum, the Lock-Up Agreement and the Russian Lock-Up Agreement or the restructuring of the Bonds; (ii) otherwise the target of any economic or financial sanctions, laws, regulations or trade embargoes or similar measures implemented, administered or enforced by any of the Sanctions Authorities (the «Sanctions») (including, without limitation, by reason of ownership, control or agency (as such terms are defined by the relevant Sanctions or Sanctions Authority) with any person listed on a Sanctions List); or (iii) located in or ordinarily resident in or organized under the laws of a country or territory that is subject to comprehensive Sanctions (currently, Crimea, Cuba, Iran, North Korea, Syria, and those portions of the Donetsk People’s Republic or Luhansk People’s Republic regions (and such other regions) of Ukraine over which any Sanctions Authority imposes comprehensive Sanctions), or whose government is targeted by Sanctions (currently, Venezuela) or (iv) with which the Company, the trustee or agent in respect of the Bonds or the holders thereof are prohibited from dealing or otherwise engaging pursuant to any Sanctions in any transaction contemplated by the terms of the Bonds, the Bonds transaction documents and/or any restructuring of the Bonds.
Since the coronavirus outbreak,
online retailers have become the go-to destinations for Russian shoppers looking to
purchase everyday items while limiting their trips outside of the house.
To ensure the health and safety of key stakeholders during this time, Ozon has adopted a range of policies to support its employees, customers, and the small and medium-sized businesses that sell their products on our platform.
1. Protecting our employees
Our top priority is to safeguard the health of our thousands of employees who continue to work during the pandemic. Ozon has introduced a wide range of policies across its fulfilment centres, warehouses, pickup points and courier services in order to ensure that we keep our employees safe while meeting the rise in customer demand.
Fufilment and sorting centres
We provided antiseptics and personal hygiene products to all employees and regularly disinfect all surfaces in common areas as well as the surfaces of frequently-used workplace equipment. In addition, we check the temperature of all employees using thermal imaging cameras and request that they see a doctor at the first sign of illness.
Delivery pick-up points
We have increased disinfection procedures at Ozon's delivery pick-up points, as well as suspending the use of fitting rooms and implementing a policy of pre-paid only orders to minimise employee contact with cash and personal cards.
Couriers
To keep our couriers safe, we have intensified morning pre-trip inspections before couriers begin their routes and regularly disinfect courier vehicles. Couriers use antiseptics, gloves, and masks when interacting with customers, and payments have been made contactless in order to limit the spread of infection.
2. Looking out for our customers
Ozon has introduced a contactless payment option and scaled up its contactless delivery services in order to ensure the safety of our customers. Since the start of the pandemic, contactless door deliveries grew to account for 80% of our overall courier deliveries.
We also developed a data-based price monitoring system to prevent price gauging by sellers on our marketplace who may seek to profit from the pandemic. In addition to our regular 24/7 monitoring and price analysis, Ozon has adopted measures to clear the site of unreasonably high prices, identify categories where speculation has taken hold, and ban sellers who repeatedly attempt to raise prices on basic goods.
3. Supporting SMEs
We are not only concerned about the welfare of our customers and employees, but the thousands of partners who sell their goods on our platform and help to keep it running.
As offline retail took a hit during the pandemic, we launched our E-commerce Online School to support entrepreneurs seeking to launch their sales online through the Ozon marketplace. The platform offers webinars by industry experts and current sellers on the Ozon marketplace that help small and medium-sized businesses navigate the Russian e-commerce market.
Ozon has also provided job opportunities for individuals working in hard-hit sectors of the economy. Since the start of the pandemic, Ozon has created more than 1,000 new jobs in central Russia at our warehouses and logistics hubs, as well as through our partnerships on employee sharing with Russian enterprises that have been affected by the coronavirus. We have additionally partnered with Yandex.Taxi and Gett drivers to deliver Ozon orders to customers.
To ensure the health and safety of key stakeholders during this time, Ozon has adopted a range of policies to support its employees, customers, and the small and medium-sized businesses that sell their products on our platform.
1. Protecting our employees
Our top priority is to safeguard the health of our thousands of employees who continue to work during the pandemic. Ozon has introduced a wide range of policies across its fulfilment centres, warehouses, pickup points and courier services in order to ensure that we keep our employees safe while meeting the rise in customer demand.
Fufilment and sorting centres
We provided antiseptics and personal hygiene products to all employees and regularly disinfect all surfaces in common areas as well as the surfaces of frequently-used workplace equipment. In addition, we check the temperature of all employees using thermal imaging cameras and request that they see a doctor at the first sign of illness.
Delivery pick-up points
We have increased disinfection procedures at Ozon's delivery pick-up points, as well as suspending the use of fitting rooms and implementing a policy of pre-paid only orders to minimise employee contact with cash and personal cards.
Couriers
To keep our couriers safe, we have intensified morning pre-trip inspections before couriers begin their routes and regularly disinfect courier vehicles. Couriers use antiseptics, gloves, and masks when interacting with customers, and payments have been made contactless in order to limit the spread of infection.
2. Looking out for our customers
Ozon has introduced a contactless payment option and scaled up its contactless delivery services in order to ensure the safety of our customers. Since the start of the pandemic, contactless door deliveries grew to account for 80% of our overall courier deliveries.
We also developed a data-based price monitoring system to prevent price gauging by sellers on our marketplace who may seek to profit from the pandemic. In addition to our regular 24/7 monitoring and price analysis, Ozon has adopted measures to clear the site of unreasonably high prices, identify categories where speculation has taken hold, and ban sellers who repeatedly attempt to raise prices on basic goods.
3. Supporting SMEs
We are not only concerned about the welfare of our customers and employees, but the thousands of partners who sell their goods on our platform and help to keep it running.
As offline retail took a hit during the pandemic, we launched our E-commerce Online School to support entrepreneurs seeking to launch their sales online through the Ozon marketplace. The platform offers webinars by industry experts and current sellers on the Ozon marketplace that help small and medium-sized businesses navigate the Russian e-commerce market.
Ozon has also provided job opportunities for individuals working in hard-hit sectors of the economy. Since the start of the pandemic, Ozon has created more than 1,000 new jobs in central Russia at our warehouses and logistics hubs, as well as through our partnerships on employee sharing with Russian enterprises that have been affected by the coronavirus. We have additionally partnered with Yandex.Taxi and Gett drivers to deliver Ozon orders to customers.
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Maryia Berasneva-McNamara
Chairperson of the Board, Non-Executive Director