Conversion of the "Sovelmash" shares: answering the main questions
Our project has reached the final funding and construction stages for the "Sovelmash" D&E. The conversion of shares is just around the corner. This topic, which is of interest to all investors in the project, was discussed in detail at the SOLARGROUP Conference in Moscow.
Konstantin Rozhkov, a special guest and an expert on conversion of shares, a representative of one of the largest registrars in Russia and a legal adviser, addressed the guests. He explained the process of shares conversion, reorganisation of "Sovelmash" and earning dividends, and answered the most frequent questions of investors. You can watch his presentation by following this link.
The general plan of action is as follows:
1) reorganisation of OOO "Sovelmash" into a joint stock company,
2) getting authorisation from the government commission to transfer the shares to the shareholders,
3) obtaining the status of a public company and launching an IPO.
How will OOO "Sovelmash" be reorganised into a joint stock company?
This is a multi-step long process that requires the company and lawyers to co-operate. As a result, the investment shares of the project investors will be proportionally converted into the company shares of "Sovelmash".
Reorganisation comprises the following stages:
• decision on transforming the company adopted at the general meeting, the procedure and conditions of the transformation, and the procedure for exchanging the participants' shares;
• the general meeting preparing and approving the charter of the joint-stock company that will enshrine all the rights and obligations of shareholders;
• election of governing bodies for the joint-stock company;
• filing an application to the Federal Tax Service of the Russian Federation;
• waiting period of 2 months from the date of making the entry in the Unified State Register of Legal Entities;
• issue of shares by the Bank of Russia;
• making corrections based on the remarks of the Bank of Russia, if any;
• completion of the reorganisation.
The procedure of handing over the shares of "Sovelmash" to investors
• The 1st way is to put your shares under the trust management of SOLARGROUP. It's suitable for shareholders with a small number of shares who do not want to personally participate in managing the company, but only want to earn dividends or profits from selling their shares.
• The 2nd way is personal management of shares. In doing so, the investor has a number of obligations, including participation in general meetings provided they hold more than 1 % of the shares.
How will the status of a public company be obtained?
The status of a public company will allow the company to be listed on the stock exchange. It also has the advantage of managing the company through a general meeting of shareholders. Specifically, all decisions regarding dividend payments will be made at the meeting.
Obtaining the status of a public company will be carried out in several stages:
• elaborating the PJSC's Charter,
• drawing up a share prospectus,
• agreement with the stock exchange, providing it with data on the company's capitalisation and share prospectus,
• issuance of PJSC shares by the Bank of Russia and their listing on the stock exchange.
The specialists of SOLARGROUP are already preparing the conversion features. The plan is to launch it in the back office in November this year.
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