Minority shareholders of Yandex asked the Central Bank to verify the conditions of the company’s share buyback

They called the terms of the agreement discriminatory and considered that the new majority shareholder of Yandex closed the mutual fund consortium. First” could use inside information when setting deadlines for the exchange/repurchase of securities.

The minority shareholders’ letter was sent by law firm Law & Capital. He asked the Central Bank to monitor the work of the joint-stock company “Solid Management”, the administrator of the closed consortium of mutual funds. First”.

The appeal claims that Solid Management’s actions in issuing an offer to minority shareholders were carried out in circumvention of the law and made it impossible to exchange shares for investors who purchased Yandex NV shares outside the Russian circuit before and after November 30. 2023. buy them for securities of the Russian ICPJSC Yandex or sell them at the market price.

Thus, according to the managing partner of Law & Capital, Viktor Obydennov, many clients of the law firm do not fall under the conditions of the purchase or exchange at all, or are subject to the purchase at 1,251 rubles per share, while the market price of shares exceeds 4 thousand rubles.

The initiative group believes that after the closing of the transaction, these shareholders will become owners of an illiquid asset without access to organized trade and will lose profits from the Russian business of the Yandex group, which contributed 95% of the company’s income. .

Position of the Central Bank and closed mutual fund “Consorcio.Primero”

The Bank of Russia, in response to a request from the publication, noted that the closed mutual fund “Consortium. First” published a memorandum inviting investors to buy/exchange Yandex NV securities for shares of the Russian company MCPJSC “Yandex”.

The Central Bank also notes that it monitors compliance with the law by the supervised companies and currently sees no signs of violations in the activities of JSC Solid Management in terms of management of the Closed Consortium of Mutual Funds. First”.

The representative of the Closed Consortium of Mutual Funds. He first said that the offer to exchange and buy back Yandex NV shares is voluntary and, according to the legislation of the Russian Federation, new shareholders of Yandex are not obliged to make an offer to the holder. Yandex NV shares

The company also noted that the price of the over-the-counter repurchase of Yandex NV shares in the amount of 1,251.8 rubles “corresponds to the transaction price for the purchase of the Yandex business by a consortium of investors.”

The new shareholder of Yandex published in May the conditions for the conversion and exchange of shares of the Dutch company Yandex NV. At the same time, the list of those holders who could not participate in the procedure was announced:

• shareholders who are under blocking sanctions;
• shareholders whose securities are deposited in foreign depositories;
• owners who bought shares outside of Russian exchanges and transferred securities to Russian depositories after November 30;
• some foreign owners, including Americans, as well as those without the necessary permits.

In February 2024, after lengthy negotiations and consideration of various restructuring scenarios, it became known that the Dutch Yandex NV was selling the Yandex business for 475 billion rubles to a consortium of private investors.