News

1. I missed the deadline for submitting an application for the distribution/conversion of EVRAZ shares. Are there any working mechanisms now?

The short answer is that at the moment we do not see any effective working mechanisms. The main news is that EVRAZ disclosed on its website the date of suspension of corporate rights – December 31, 2025. Since this deadline is preclusive, this means that, under the law, the holder cannot claim receipt of shares, and all undistributed shares should have been returned to the English holding company Evraz plc (provided that such company was not paid compensation – Part 2, Article 8 of Federal Law No. 470-FZ). At the same time, information on whether compensation was paid or not has not been publicly disclosed, and there is also a court decision in favor of the Russian EVRAZ company against the English holding company Evraz plc for RUB 97.5 billion, which, according to EVRAZ, was enforced through foreclosure on Evraz plc’s assets. No further details on case No. А40-267502/2025 could be found, as all acts are classified.

The basic publicly announced deadline for submitting applications under the distribution procedure (including possible structures of mandatory and voluntary conversion) expired on November 24, 2025. According to our information, the procedure as a whole was completed in 2025.

As of today:

• the registrar (JSC “R.O.S.T.”) does not accept applications submitted after the установленный deadline;
• the issuer (EVRAZ Group) does not process “late” requests;
• no additional or “exceptional” procedures are officially предусмотрены.

We also sent direct requests to EVRAZ regarding similar situations and received written responses stating that the procedure has been completed and new applications are not being considered.

2. Can I submit documents now “just in case”?

Formally – yes, you may submit a set of documents (including on a “declarative” basis).

However, from a practical standpoint:

• the probability of such an application being accepted is extremely low – especially considering EVRAZ’s disclosure of the expiry date of the court decision – 31.12.2025;
• the probability of a positive outcome is below 1%;
• there is a high risk that the application will not even be accepted for consideration – for example, investor inquiries have received only standard notifications about the termination of application intake.

We regularly encounter such attempts in similar projects, and in most cases they do not lead to any practical result, despite formal logical justification.

3. What if I use an assignment of rights mechanism (for example, in favor of a Russian citizen)?

This is one of the most frequently asked questions.

Indeed, the provisions of Federal Law No. 470-FZ (in particular, Part 6, Articles 7(20–24)) theoretically allow:

• transfer of the right to enter into direct ownership;
• participation of a third party (for example, a Russian citizen or a friendly party).

However, the key limitation is as follows: this mechanism may be applied only during the period of suspension of corporate rights of the foreign holding company.

This is where the main issue arises – the suspension period (according to EVRAZ) has already expired, therefore, the transfer is not possible.

4. Is the suspension regime of corporate rights of EVRAZ plc still in effect?

At the moment – we have no confirmation that such a regime is still in effect. Moreover, EVRAZ has published (on the Russian version of its website) a notice that the period expired on 31.12.2025.

It is important to consider:

• relevant court decisions are not published (the cases are closed);

• there is no publicly available information about any extension of the period (other than EVRAZ’s own notice);

In response to our direct request, EVRAZ representatives stated in writing that the relevant legal mechanisms are not applied in the current situation.

5. But EVRAZ wording sometimes refers only to “shareholders of EVRAZ plc”. Does this leave room for other structures?

We understand the logic of this argument.

Indeed, a literal interpretation of certain wording may create the impression that some structures (for example, via assignment of rights) have not been explicitly excluded.

However, in our practice:

• such interpretations are not supported by the issuer and the registrar;

• the actual position of the parties to the procedure prevails over theoretical interpretation;

• EVRAZ has directly confirmed the inapplicability of the relevant provisions.

Therefore, we do not consider such wording as a basis for the real application of alternative mechanisms.

6. Is it possible to restore the deadline through court?

Theoretically – yes, such a possibility cannot be completely excluded.

However:

• the statutory deadline will most likely be recognized as preclusive;
• there is no established court practice in favor of investors in such cases;
• the probability of success is currently assessed as low.

In addition, litigation will require:

• significant time;
• expenses for lawyers, translations, notarial actions, and court costs – such expenses are generally not reimbursed in case of refusal;
• most likely, the investor will be able to rely only on one argument regarding improper notification of the start of the distribution procedure, which will likely be refuted given the publication of information on the EVRAZ website.

7. Can the situation change in the future?

Theoretically – yes. However, given the existing (and possibly enforced) court decision against Evraz plc for RUB 97.5 billion in Russia, it is unlikely that the procedures will be resumed and that investors will receive compensation.

8. Does it make sense to take any action now?

Our practical approach is as follows:

• aggressive actions (litigation, submission of documents) – a high-risk scenario without a reasonable expectation of results;
• a wait-and-see strategy – currently appears more rational;
• key recommendation – monitor changes in regulation and practice.

9. Are you ready to help if I still want to try?

Yes, of course.

If you want to:

• prepare a set of documents;
• try to submit an application;
• consider an assignment of rights model;
• or initiate litigation,

we are ready to provide support.

However, we treat such projects as:

• high-risk;
• resource-intensive;
• without a reasonable expectation of a positive outcome.

Accordingly, the decision to proceed should be made taking into account economic feasibility.

10. Conclusion

At present:

• the EVRAZ procedure is фактически completed;
• no working mechanisms for restoring rights are observed;
• theoretical structures (including assignment) are practically not applied;
• the probability of success of active actions, including litigation, is low.

We recommend:

• realistically assessing the project economics;
• avoiding significant expenses without a clear legal basis;
• carefully monitoring regulatory changes.

11. Where to follow updates?

We publish up-to-date information on similar cases:

• Telegram: https://t.me/ADR_conversion

• Website: https://www.magenta.legal/ru/special-offer/adr

• YouTube: https://www.youtube.com/@MagentaLegal

Disclaimer

This material does not constitute legal advice and is for informational purposes only. The consultant’s obligations arise only after the conclusion of an agreement and payment for services.