EVRAZ: I missed the deadline — what’s next?
1. I missed the deadline to apply for allocation/conversion of EVRAZ shares. Are there any options left?
Short answer — we do not currently see any effective working mechanisms.
The publicly announced deadline for submitting applications under the allocation procedure (including structures involving forced and voluntary conversions) expired on 24 November 2025. Based on our information, the process was effectively completed in 2025.
As of today:
the registrar (JSC IRC-R.O.S.T.) does not accept late applications;
EVRAZ does not process out-of-time submissions;
no additional or “exceptional” procedures have been introduced.
We have also sent direct inquiries to EVRAZ in similar cases and received formal written confirmations that the process has been completed and no further applications are being accepted.
2. Can I still submit documents “just in case”?
Formally — yes, you may still submit a set of documents (including under a declaratory approach).
However, in practice:
the chances of acceptance are extremely low;
the likelihood of a positive outcome is below 10%;
there is a significant risk that the application will not even be formally considered.
In our experience, such attempts rarely lead to a practical result, even if they appear legally arguable.
3. What about assigning rights (e.g. to a Russian individual)?
This is a frequently raised question.
Indeed, Federal Law No. 470-FZ (in particular, Article 7, parts 6 and 20–24) theoretically allows:
assignment of the right to enter direct ownership;
involvement of a third party (e.g. a Russian citizen or a “friendly” person).
However, there is a key limitation:
this mechanism is only available while the suspension of corporate rights of the foreign holding company remains in effect.
This is where the main issue arises.
4. Is the suspension of EVRAZ plc corporate rights still in effect?
At present, we do not have confirmation that such suspension remains in force.
It is important to note:
the relevant court decisions are not publicly disclosed;
there is no publicly available information confirming any extension;
in response to our direct inquiry, EVRAZ confirmed in writing that the relevant legal mechanisms are not applicable in the current situation.
Based on this, we assume that:
either the suspension period has expired; or
the issuer and registrar consider the process fully completed.
5. Some EVRAZ wording refers only to “shareholders of EVRAZ plc”. Does this leave room for alternative structures?
We understand the reasoning behind this argument.
Indeed, a literal reading of certain statements may suggest that some structures (such as assignment-based models) were not explicitly excluded.
However, in practice:
such interpretations are not supported by the issuer or the registrar;
the actual position of the parties involved prevails over theoretical interpretations;
EVRAZ has expressly confirmed that the relevant provisions are not applicable.
Therefore, we do not consider such wording as a viable basis for pursuing alternative mechanisms.
6. Can the deadline be restored through court proceedings?
Theoretically — this cannot be entirely excluded.
However:
the statutory deadline is likely to be treated as non-restorable (preclusive);
there is no established case law supporting investors in similar situations;
the chances of success are currently assessed as low.
In addition, litigation would involve:
significant time commitment;
legal, translation, notarization and court costs;
and such costs are typically not recoverable in case of an unsuccessful outcome.
7. Could the situation change in the future?
Theoretically — yes.
For example, in the Rusagro case, the mechanism was extended until the end of 2026 under a specific legal framework.
However, with respect to EVRAZ:
we are not aware of any extension;
the likelihood of additional general regulation is low;
any changes, if introduced, would most likely relate to an extension of the court-imposed suspension regime rather than a new standalone mechanism.
8. Is there any point in taking action now?
Our practical view is as follows:
active steps (litigation, late submissions) — high-risk with no reasonable expectation of success;
wait-and-monitor approach — appears more rational at this stage;
key recommendation — closely monitor regulatory and practical developments.
9. Can you assist if I still want to proceed?
Yes, we can.
If you wish to:
prepare and submit a document package;
explore assignment structures;
or initiate legal proceedings,
we would be ready to assist.
However, such projects should be viewed as:
high-risk;
resource-intensive;
with no reasonable expectation of a positive outcome.
The decision to proceed should therefore be based on a careful economic assessment.
10. What would be the expected costs?
The cost of assistance depends on the chosen strategy and the complexity of the case.
Please also note that such projects typically involve additional expenses, including:
notarization;
translations and legalization;
document logistics;
potential court-related costs.
In case of an unsuccessful outcome, such expenses are generally not recoverable.
11. I submitted documents but received a refusal. Can it be challenged? Can you help?
Yes — in certain cases, a refusal may be subject to judicial challenge.
If you:
submitted documents within the procedure;
made reasonable efforts to comply with the requirements;
received a refusal that you consider unjustified,
we would be ready to review your case individually.
Our work would typically include:
analysis of your document package;
assessment of the legal grounds for refusal;
development of a legal position;
evaluation of litigation prospects;
representation in court, if appropriate.
Our team has substantial experience representing clients before Russian courts at all levels, including the Supreme Court of the Russian Federation, as well as deep expertise in matters involving:
forced and voluntary conversions;
share allocation procedures;
special regulatory regimes applicable to economically significant entities, including EVRAZ.
When does litigation make sense?
As a general rule, litigation may be worth considering if:
the refusal is based on formal or disputable grounds;
the requirements were met or could reasonably have been met;
there is evidence of ownership and active steps taken by the investor.
Each case, however, requires individual assessment.
Time limit for court claims
The general limitation period is 3 years.
In most cases, it is calculated from the moment when the investor:
received the refusal; or
became aware (or should have become aware) of the violation of their rights.
The exact starting point may vary depending on the circumstances and should be assessed on a case-by-case basis.
12. Summary
At present:
the EVRAZ process is effectively closed;
no working mechanisms for restoring rights are available;
theoretical structures (including assignment) are not applied in practice;
the probability of success in active actions is low.
We recommend:
carefully assessing the economic rationale;
avoiding significant costs without a clear legal basis;
monitoring further developments.
13. Where can I follow updates?
We publish updates on similar matters here:
Telegram: https://t.me/ADR_conversion
Website: https://www.magenta.legal/en/special-offer/adr
- Youtube: https://www.youtube.com/@MagentaLegal
Disclaimer
This material shall not be construed as a comprehensive legal advice; it is intended to provide only general information. Any obligations of the consultant shall arise only after the conclusion of a consultancy agreement and payment of the relevant fees.