Ozon Has Entered into a Standstill Agreement in Respect of Its $750 Million Senior Unsecured Convertible Bonds Due 2026
June 01 2022 - 4:31PM
Business Wire
Ozon Holdings PLC (NASDAQ and MOEX: “OZON”, thereafter referred
to as “we”, “us”, “our”, “Ozon” or the “Company”), the operator of
a leading Russian e-commerce platform, provides further update in
respect of its $750 million 1.875 per cent. senior unsecured
convertible bonds due 2026 (“Bonds”), issued by the group’s Cypriot
holding company, Ozon Holdings PLC.
On June 1, 2022 the Company and ad hoc group of Bondholders,
representing 21.4 per cent of the outstanding Bonds entered into a
standstill agreement to facilitate the restructuring of the Bonds
(the “Standstill Agreement”). In addition, on June 1, 2022, the
Company and certain Russian bondholders, representing 14.5 per cent
of the outstanding Bonds also entered into a separate Russian
standstill agreement, which in form and substance is substantially
similar to the Standstill Agreement (the “Russian Standstill
Agreement” and together with the Standstill Agreement, the
“Standstill Agreements”).
The Standstill Agreements according to their terms came into
effect on June 1, 2022, with Bondholders becoming a party thereto
amounting 35.9 per cent of the outstanding Bonds, exceeding 33.4
per cent threshold.
According to the terms of the Standstill Agreements the
Bondholders agreed to forbear from taking any enforcement actions
on the basis of certain identified events of default and potential
events of default under the Bonds. In addition, under the Russian
Standstill Agreement, the Russian bondholders agreed to forbear
from taking certain enforcement actions under other indebtedness of
the Company and its subsidiaries. The Standstill Agreements will
terminate on August 30, 2022, subject to certain early termination
events and an extension option.
Bondholders, who are not members of the ad hoc group of
Bondholders and who are not Sanctioned Bondholders (as defined in
the Standstill Agreement), may accede to the Standstill Agreement
by executing the accession deed and delivering it to the Company.
Russian bondholders who are not Sanctioned Bondholders (as defined
in the Standstill Agreements) are invited to accede to the Russian
Standstill Agreement. Russian bondholders include any Bondholder
that is (a) formed, organized, or existing under the laws of
Russia; (b) an individual ordinarily resident in Russia; or (c) 50%
or more owned by, controlled by, acting on behalf of, or at the
direction of, in each case, individually or in the aggregate, a
person(s) described under clause (a) and/or (b).
The Company strongly encourages Bondholders who are not
Sanctioned Bondholders (as defined in the Standstill Agreements) to
accede to the Standstill Agreements to facilitate the consensual
restructuring of the Bonds, which the Company believes to be the
optimal mutually beneficial solution to both Bondholders and the
Company.
Bondholders interested in receiving more information regarding
the Standstill Agreements or in acceding to the Standstill
Agreements are directed to follow the link
https://ir.ozon.com/restructuring/, or to contact Houlihan Lokey,
the financial advisor of the ad hoc group of Bondholders at
projectondohl@hl.com or Alvarez & Marsal, the financial advisor
of the Company at ozonbondholders@alvarezandmarsal.com.
About OZON
Ozon is a leading multi-category e-commerce platform and one of
the largest internet companies in Russia. Ozon’s platform offers
one of the widest selections of goods across multiple product
categories. Ozon’s country-wide warehouse footprint includes around
one million square meters. Its infrastructure enables Ozon to
provide Russian population with a fast and convenient delivery via
couriers, pick-up points and parcel lockers. Ozon’s extensive
logistics and fast-developing marketplace allow over 90 thousand
entrepreneurs to sell their products across Russia’s 11 time zones
to more than 25 million customers. In addition to its core
e-commerce business, Ozon is expanding Ozon fintech and other
value-added services, such as its online grocery solution Ozon
fresh. For more information, please visit https://ir.ozon.com/.
Disclaimer
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
that reflect the current views of Ozon Holdings PLC (“we”, “our” or
“us”, or the “Company”). All statements contained in this press
release that do not relate to matters of historical fact disclosed
in due course by the Company should be considered forward-looking
statements.
These forward-looking statements are based on management’s
current expectations. However, it is not possible for our
management to predict all risks, nor can we assess the impact of
all factors on our business or the extent to which any factor, or
combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements
we may make. These statements are neither promises nor guarantees
but involve known and unknown risks, uncertainties and other
important factors and circumstances that may cause Ozon’s actual
results, performance or achievements to be materially different
from its expectations expressed or implied by the forward-looking
statements, including conditions in the U.S. capital markets,
negative global economic conditions, potential negative
developments in the COVID-19 pandemic, the geopolitical crisis
surrounding Ukraine and sanctions and governmental measures imposed
in response, other negative developments in Ozon’s business or
unfavorable legislative or regulatory developments. We caution you
therefore against relying on these forward-looking statements, and
we qualify all of our forward-looking statements by these
cautionary statements. Please refer to our filings with the U.S.
Securities and Exchange Commission concerning factors that could
cause actual results to differ materially from those described in
our forward-looking statements.
These and other important factors could cause actual results to
differ materially from those indicated by the forward-looking
statements made in this press release. Any such forward-looking
statements represent management’s estimates as of the date of this
press release. While Ozon may elect to update such forward-looking
statements at some point in the future, Ozon disclaims any
obligation to do so, even if subsequent events cause its views to
change. These forward-looking statements should not be relied upon
as representing Ozon’s views as of any date subsequent to the date
of this press release.
The trademarks included herein are the property of the owners
thereof and are used for reference purposes only. Such use should
not be construed as an endorsement of the products or services of
the Company.
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version on businesswire.com: https://www.businesswire.com/news/home/20220601006216/en/
Investor Relations Maryia Berasneva-McNamara, Head of
Investor Relations, OZON ir@ozon.ru
Press Office Maria Zaikina, Director of Public &
Industry Relations, OZON pr@ozon.ru
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