The Central Bank announced violations when purchasing Yandex NV shares

“There were not fully aware investors who, violating Russian law, purchased foreign Yandex securities without obtaining a decision from the legal commission, and then received new securities in exchange. Honestly, we do not know how to protect these shareholders and it is not a fact that it is right to do so,” Chistyukhin said.

At the same time, he admitted that not all investors were able to take advantage of the share exchange offer, since “the terms of the transaction had restrictions on the dates of acquisition of the securities.”

A subcommittee of the government commission on foreign investment, created in March 2022, monitors transactions by Russian residents with foreigners from “hostile” countries. The exchange of Yandex NV shares for securities of MKPAO “Yandex” was possible only if the established conditions were met. For investors who bought shares on the Moscow or St. Petersburg stock exchange, the exchange was carried out according to the 1 to 1 formula. Those who bought securities outside Russia could transfer them to Russian depositories until September 7, 2022 and exchange them on the stock exchange. Moscow or St. Petersburg values. same conditions or sell them on the over-the-counter market for 1,251.8 rubles if the transfer was completed before November 30, 2023.

Some investors considered these conditions unfair and claimed that the mutual fund consortium’s management company closed. Firstly, the owner of the Russian Yandex, established different purchase and exchange conditions for different shareholders of the same company. As a result, some investors were unable to exchange or sell securities and were left with illiquid assets, according to the appeal submitted to the Central Bank.

Dissatisfied shareholders also filed lawsuits in court. In July 2024, the Moscow Arbitration Court filed a lawsuit demanding to exchange class A shares of Yandex NV for MKPAO Yandex securities using the 1-to-1 formula or repurchase them at the market price of 4,250 rubles per share. In November, this lawsuit was transferred to the Moscow City Court.

In September 2024, another lawsuit was filed with the Arbitration Court of the Kaliningrad Region. Investors demanded that the transaction of transfer of shares from Yandex NV to the Closed Consortium of Mutual Funds be declared invalid. First.” A hearing in this case is scheduled for December 18. Individual lawsuits have also been filed on which a decision has not yet been made.

The Bank of Russia, commenting on the situation, stated that no violations were identified in the activities of the management company.

• 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.

• On July 15, the agreement was closed to sell the Russian company Yandex to a consortium of investors. As a result, Nebius Group (formerly Yandex NV) received $2.8 billion and 162.5 million of its class A shares.