Relocation of Rusal’s group holding companies from a foreign jurisdiction to a special administrative region. The 1st public “redomiciliation” transactions in Russia (2020)

#redomiciliation #special administrative region #listing #stock exchanges

Rusal’s group holding companies (United company Rusal and En+) were registered on the island of Jersey. The shares of United company Rusal were traded in Hong Kong and in Moscow, and depositary receipts on En+’s underlying shares were also traded simultaneously in Moscow and in London.

The task: relocation of the companies from a foreign jurisdiction to the Russian one keeping all the rights and obligations regarding counterparties, corporate governance structure and listing on the stock exchanges.
1. Participation in the working group regarding drafting of the Federal law “On international companies”, which stipulates the possibility of relocation (redomiciliation) from foreign jurisdictions to so-called special administrative regions in Russia. This law is currently valid (Federal law dated 03.08.2018 № 290-FZ) and concerns companies established before 01.03.2022.

2. Drafting of the charters and other by-laws taking into account the requirements of the Russian legislation and foreign stock exchanges.
The companies’ charters include provisions from both Russian and foreign corporate law, which is allowed by the Federal law “On international companies”.

3. Interaction with the competent authority of the island of Jersey regarding redomiciliation.

4. Preparation of the documents for the transfer of the shareholders register to the Russian registrar.

5. Support with corporate decisions and registration procedures in Russia (including state registration of the prospectuses and share issuances with the Bank of Russia and state registration of the entities).

Both of the companies were registered in the special administrative region in Kaliningrad region keeping the listing on the foreign exchanges becoming the 1st international public companies in Russia according to the Federal law “On international companies”.

Redomiciliation may be relevant for holding companies with the Russian routes (with assets located in Russia) registered abroad, whose owners have decided to ground their business in Russia.