News

MAGENTA Legal has completed the forced conversion of TCS Group Holding depositary receipts: a detailed overview of the procedure, documentation, and new opportunities for investors

1. Key milestone

On 26 June 2025 the registrar JSC “Rakurs Invest” finished processing the documentation required to convert TCS Group Holding’s global depositary receipts (GDRs/ADRs, ISIN: US87238U2033). Today the corresponding shares (with a EUR multi-million value) were credited to our clients’ depositary accounts. Each mandate was closed within the 120-day statutory window, counted from 26 February 2025—the first day the registrar accepted applications. This result confirms the viability of the forced conversion mechanism even under restrictions of foreign institutions.

For context, in 2022 our team successfully handled several forced conversions of Gazprom depositary receipts, and in 2023–2024 completed numerous projects for other issuers such as Lukoil, Sberbank, Gazprom Neft, Norilsk Nickel, Tatneft, MTS and others.

2. Legislative framework

Federal Law No. 452-FZ of 4 August 2023 established a special procedure for exchanging depositary receipts for shares of Russian companies that have re-domiciled. Holders of blocked DRs are given 120 calendar days from the official start date announced by the issuer and registrar to submit their documentation. Such date is individual for each depositary program.

3. Core document package

• Power of Attorney (notarised and apostilled) authorising representation in Russia
• Identification documents of the holder (passport or other identification document / corporate documents plus evidence of signatory powers)
• Notarial inspection of the account at the foreign broker’s when an official statement is unavailable
• Written evidence that earlier conversion was impossible, or a notarial record of the broker’s refusal to assist
• Full custody chain — a continuous record of ownership from the foreign depositary to the ultimate beneficiary
• Payment order covering registrar fees (where applicable)
• Certified translations, legalisation and other supporting materials tailored to the client’s jurisdiction

4. Next issuers with ongoing or upcoming conversion windows

• HeadHunter Group PLC (ISIN US42207L1061) – the application window closes on 5 August 2025
• MD Medical Group Investments PLC (ISIN US55279C2008) – applications are accepted until 25 September 2025
• Etalon Group PLC (ISIN US29760G1031) – owners will have 120 days once the launch is formally announced
• CIAN PLC (ISIN US83418T1088) – documentation for the exchange is ready, and a 120-day window will open after the official start

5. How MAGENTA Legal adds value for investors

• More than three years of expertise in forced and voluntary DR conversions, dividend recovery and related matters
• A track record of successful conversions for re-domiciled Russian issuers
• Support for clients from multiple jurisdictions, including the EU, USA, Argentina, Israel, the UAE and others
• An individual approach and comprehensive advice on all DR- and dividend-related issues
• Proactive deadline control: our internal system tracks every 120-day window and reminds clients in advance

6. Workflow with MAGENTA Legal

1. Preliminary review of existing documents and the client’s situation
2. Detailed analysis and advice for the specific case
3. Preparation of the document set: draft powers of attorney, broker requests, recording of refusals
4. Organisation of a notarial inspection of the brokerage account to confirm DR ownership
5. Translations and logistics: apostille, legalisation and secure delivery of documents
6. Submission of the application to the registrar within the prescribed timeframe
7. Monitoring of share crediting, delivery of a final report and recommendations on further corporate actions

7. Project team

The mandates were led by Maksim Vaskin, Senior Associate in the Capital Markets practice with more than three years of DR-conversion experience, under the supervision of Managing Partner Anton Shamatonov.

“This was a significant project. We overcame tight deadlines and complex logistics to ensure a successful conversion for the client. The comprehensive document set and rigorous procedures we employed confirm the reliability of our approach,” noted Anton Shamatonov.

This publication is for information purposes only, does not constitute comprehensive legal advice and creates no obligations for MAGENTA Legal unless a written engagement agreement is signed and the relevant fees are paid. MAGENTA Legal accepts no liability—direct or indirect—for any potential losses, including (but not limited to) a registrar’s refusal to convert or a failure to receive dividends, except in cases of proven intentional misconduct. No outcome is guaranteed: the conversion procedure can be amended or suspended by issuers or institutions at any time. In such circumstances we will exercise reasonable efforts within the agreed mandate and budget but assume no obligation to initiate appeals or litigation.