Updated on 25 April 2025
This information has been prepared as a supplementary guide, it is not exhaustive and does not entail any obligations for the Company related to conversion of GDR. The Company is not responsible for any consequences for GDR holders in the event of conversion of GDR. The Company undertakes no obligation to update this information. GDR holders are advised to monitor the Company’s official website, the Depositary’s official website for further disclosures, as well as changes in applicable legislation.
International Public Joint-Stock Company MD Medical Group Investments (“IPJSC” or the “Company”, OGRN 1243900006591, TIN 3900026494) was registered on May 28, 2024 in the Unified State Register of Legal Entities (USRLE) by way of redomiciliation of MD MEDICAL GROUP INVESTMENTS PLC (the “MDMG PLC”). MDMG PLC has been deregistered from the Cyprus company register from the date of registration in Russia.
Pursuant to Federal Law dated August 04, 2023 No. 452-FZ “On Amendments to Certain Legislative Acts of the Russian Federation”, from the date of state registration of an international company in the Russian Federation, the circulation of shares of such an international company outside the Russian Federation is terminated if the circulation of such shares before the date of state registration of an international company was carried out through the placement, in accordance with foreign law of securities of a foreign legal entity that became an international company.
Documents regulating the procedure of GDR conversion
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Federal Law dated August 04, 2023 No. 452-FZ “On Amendments to Certain Legislative Acts of the Russian Federation”
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Procedure for forced conversion of securities of foreign Issuer, certifying rights in respect of shares of international company, in accordance with Art. 5 of Federal Law dated August 04, 2023 No. 452-FZ dated May 15, 2024 (the “Rules”)
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Decision of the Board of Directors of the Bank of Russia dated April 12, 2024 about the procedure and deadlines for the involuntary conversion of securities of foreign issuers certifying rights in respect of shares of joint-stock companies with the status of an international company into shares of such joint-stock companies (the “Decision”)
Information about the depositary holding the depo account for the depositary programme used to record rights to the international company's shares:
JSC “Rakurs Invest” (“Rakurs Invest”, or depositary, OGRN 1237700768337, TIN 9703160540).
Rakurs Invest official website
You may contact the Rakurs Invest by e-mail info@rakursinvest.ru
IPJSC contact details
GDR holders are advised to follow publications on the Company’s official website.
If you have any additional questions, you can contact the IR team by email ir@mcclinics.ru
Information about conversion process
Automatic conversion (completed on 13/06/2024)
Automatic conversion of GDRs into the IPJSC shares takes place for all depositary accounts opened with Russian depositories where GDR holders' rights to GDRs are recorded. No action is required from GDR holders, regardless of whether they are residents or non-residents of the Russian Federation.
Standard conversion
As a general rule, GDR holders with ISIN US55279C2008 who have received no ordinary shares of IPJSC as a result of automatic conversion are entitled to convert GDRs into the IPJSC shares following the “standard” procedure, i.e. on the terms set out in the depositary agreement between the Company and the depository of the GDR depositary programme. Standard conversion takes place till the beginning of the forced convestion and expected to be available upon the completion of the forced conversion.
Forced conversion (the start of the application process is expected on 28 May 2025)
Under Russian law, if rights to GDRs are recorded in foreign infrastructure (i.e. by a foreign depository) and the GDR holder is unable to receive the IPSCJ's shares in the following cases determined by the Russian laws:
- restrictive measures imposed on the GDR holder or its affiliates;
- restrictive measures imposed on international organisations that record the GDR holder's rights;
- unfriendly actions of foreign states, international organisations or foreign financial institutions.
the forced conversion procedure shall apply. In line with the procedure, within 120 days from the commencement date of the period for submitting applications for forced conversion, the GDR holder may submit an application for forced conversion of securities of a foreign issuer into shares of an international company, with a set of supporting documents attached (see the relevant list on the website of the Company and/or Rakurs Invest), to the depositary with whom the depo account of the depositary programmes for recording rights to shares of an international company has been opened (in the case of IPJSC, this is Joint-Stock Company “Rakurs Invest”).
Information on the starting date of the period for accepting applications for forced conversion of GDRs into the IPJSC shares by Joint-Stock Company “Rakurs Invest” will be posted on the official websites of Joint-Stock Company “Rakurs Invest” and the Company.
It is expected that, in accordance with the Decision, the commencement date for the submission of applications for the forced conversion of GDRs into IPJSC shares will be the date one year after the state registration date of the IPJSC – May 28, 2025. The Company will notify GDR holders of this date via an announcement on its official website no later than three (3) business days prior to the specified date. Furthermore, the commencement date for the submission of applications for forced conversion will be disclosed on the official website of the depositary holding the depo account for the depositary programmes used to record rights to the IPJSC's shares – JSC “Rakurs Invest” – no later than three (3) business days prior to the date. Accordingly, GDR holders are advised to follow announcements on the Company's official website (www.mcclinics.ru) and the depositary's official website (https://rakursinvest.ru/).
GDR holders are advised to examine the forced conversion procedure and the rules in advance and to begin preparing the documents required to be attached to the application for forced conversion.
Among other things, an application for forced conversion of GDRs into the Company's shares must be accompanied by documents available under the circumstances and evidencing the GDR holder's ownership of the relevant number of GDRs, the validity and legality of the interest of the person applying for forced conversion of GDRs, providing information on the foreign nominee holder keeping records of the holder's rights to the GDRs and superior nominee holders (foreign nominee holders), as well as documents evidencing (confirming) the establishment of the GDR holder's rights to the Company's shares.
Forced conversion is applied to residents and non-residents of the Russian Federation alike.
The application form and the List of documents to be submitted in case of forced conversion are available on the website of the depository at the link.
The law provides for the right of the registrar to refuse to open a personal account and credit the relevant number of the IPJSC shares if there are reasonable doubts about the completeness and/or reliability of information or if information specified in the application for forced conversion and the documents attached thereto in accordance with Article 5, Clauses 25–25 of Federal Law No. 452-FZ On Amendments to Certain Legislative Acts of the Russian Federation dated 4 August 2023, is insufficient.
Answers to possible questions from holders of GDR of MDMG PLC (“Q&A”) are given below. The Q&A have been prepared as an informational guide, it contains supporting information and is not exhaustive. The Q&A does not entail any obligations for the Company and the depositary related to forced conversion of GDR. For legal and other advisory services, including preparation of documents to be submitted to the depositary with the application for forced conversion of GDR, as well as possible restrictions on securities and transactions under current legislation, it is recommended to contact professional consultants. The Company and the depositary are not responsible for any negative consequences for a shareholder that may occur in case of forces GDR conversion in accordance with the law applicable to a shareholder.
Q&A: Forced conversion
In what case are the IPJSC shares credited to type C depositary accounts upon conversion?As a result of the conversion of GDRs into the IPJSC shares, the IPJSC shares may be credited to a type C depo account opened with a Russian depository in the name of the GDR holder.
A type C depositary account is a depositary account opened with a Russian depository to record rights to securities with a special legal regime in terms of restrictions on debiting and crediting securities.
Generally, all non-residents of the Russian Federation serviced and accepted for servicing by a Russian depository who are not foreign companies recording rights to securities have type C depositary accounts opened for them, except for non-residents of the Russian Federation who are not foreign lenders in accordance with Clause 1 of Executive Order of the President of the Russian Federation No. 95 On the Temporary Procedure for Meeting Obligations to Certain Foreign Lenders dated 5 March 2022, and non-residents of the Russian Federation who simultaneously meet the requirements of Clause 12, Subclauses "a" and "b” of Executive Order of the President of the Russian Federation No. 95 On the Temporary Procedure for Meeting Obligations to Certain Foreign Lenders dated 5 March 2022, as well as international organisations named in Clause 1, Subclause "c" of Executive Order of the President of the Russian Federation No. 738 On the Application of Certain Executive Orders of the President of the Russian Federation dated 15 October 2022.
At what ratio will GDRs be converted into the IPJSC shares?
Each GDR corresponds to one ordinary share of IPJCS. This ratio will remain unchanged until the completion of forced conversion.
May a non-resident of the Russian Federation receive shares of IPJSC to his account in a foreign depository as a result of mandatory conversion?
As a result of standard and forced conversion, the Company's shares are credited to the holder's depo account opened with the Depositary, after which the holder may transfer them to another depositary or to their account opened with the registrar (in the case of the IPJSC – JSC “Interregional Registration Centre”), provided no restrictions apply to the depo account. Subsequently, IPJSC shares can only be recorded in an account with a Russian depositary or with a foreign broker/depositary that has a foreign nominee holder depo account with a Russian depositary.
In light of mandatory conversion, is it necessary to confirm possession of GDR as on the date of incorporation of the Company in the Russian Federation (that is May 28, 2024)?According to the Rules, an applicant shall confirm ownership of securities on the date closest to the date of filing the application, starting from the date of incorporation of the international company (May 28, 2024) until the date of filing the application, within the submission period. If restrictive measures are imposed on a person on whose account information is provided, or an issuer, or a foreign organization in which rights of an applicant (a person acting in the interests of an applicant) are recorded, as well as in case of unfriendly actions of foreign states and organizations, the information may be provided on another date within a period not exceeding 6 (six) months before the date of introduction of restrictions mentioned above. In case of subsequent transactions with securities received as a result of mandatory conversion, other documents may be required. Such documents are determined by relevant professional participant in the securities market in order to comply with the restrictions established by current legislation.
What happens if an investor cannot confirm ownership of GDRs as of the Company's registration date in Russia (i.e., May 28, 2024, because the GDRs were acquired after that date)?
In line with Clause 1 of Decree of the President of the Russian Federation No. 138 dated March 3, 2023 “On Additional Temporary Measures of Economic Nature related to the Circulation of Securities” (“Decree No. 138”) and clarifications from the Bank of Russia, IPJSC shares are subject to segregated accounting if the investor has not provided documents confirming that the chain of GDR ownership since the redomiciliation date has not included persons from unfriendly foreign states (except for persons who at the same time meet the requirements of subclauses "a" and "b" of Clause 12 of Decree of the President of the Russian Federation No. 95 dated March 5, 2022 “On the Temporary Procedure for the Fulfillment of Obligations to Certain Foreign Creditors”). Segregated accounting of securities in depo accounts means that all transactions with segregated securities are subject to the restrictions stipulated by Decree No. 138. The holder may conduct transactions with segregated securities only with permits issued by the Bank of the Russia or the Government Commission on Monitoring Foreign Investment in the Russian Federation. Transactions related to certain corporate actions and transactions resulting from universal succession may also be permitted.
Where and how should I submit documents for mandatory conversion?
Documents for the forced conversion shall be submitted to Rakurs Invest (in person, via representative, by mail). All contact details are available at rakursinvest.ru
Will an investor be able to sell shares of IPJSC after conversion?
Yes, but this is subject to compliance with the requirements contained in the following regulations:
- Decree of the President of the Russian Federation dated March 05, 2022 No. 95 “On the Temporary Procedure for the Fulfillment of Obligations to Certain Foreign Creditors” and its explanations
- Decree of the President of the Russian Federation dated March 03, 2023 No. 138 “On Additional Temporary Measures of Economic Nature related to the Circulation of Securities”
- Decree of the President of the Russian Federation dated March 01, 2022 No. 81 “On Additional Temporary Measures of Economic Nature to Ensure Financial Stability of the Russian Federation”
Will an investor be eligible to receive dividends paid by the Company after the IPJSC's registration, following the completion of the conversion procedure?
Yes, subject to potential crediting restrictions and limitations on the disposal of the transferred funds, as specified in the aforementioned documents.