Yandex Announces Proposed Offering of Convertible Notes

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MOSCOW and AMSTERDAM, the Netherlands, Feb. 25, 2020 (GLOBE NEWSWIRE) -- Yandex N.V. (NASDAQ and MOEX: YNDX) (“Yandex” or the “Company”), one of Europe's largest internet companies and the leading search provider in Russia, today announces the launch of an offering of approximately US$1,250 million in aggregate principal amount of convertible senior notes due 2025 (the “Offering” and the “Notes”), subject to market conditions and other factors.

The Notes will be convertible into Class A ordinary shares of Yandex (the “Shares”), with the initial conversion price expected to be set at a premium of between 45.0% and 50.0% above the volume weighted average price of a Share on the NASDAQ Global Select Market between opening and closing of trading on the launch date. The conversion rights will be satisfied, at Yandex’s election, with cash, Shares, or any combination thereof including, unless the Company elects otherwise, by way of net share settlement. The initial conversion price of the Notes will be subject to customary adjustment provisions as will be set out in the terms and conditions of the Notes (the “Conditions”).

The Notes will be issued at par and are expected to carry a coupon of between 0.500% and 1.000% per annum, payable semi-annually in arrear on March 03 and September 03 in each year, with the first interest payment date on September 03, 2020. Settlement and delivery of the Notes is expected to take place on or about March 03, 2020 (the “Settlement Date”). If not previously redeemed, repurchased or converted in accordance with the Conditions, the Notes will be redeemed on March 03, 2025.

The Notes will, when issued, constitute senior unsecured obligations of the Company. Yandex may not redeem the Notes prior to maturity, except in specified circumstances, including if, at any time from March 18, 2023, the value of a Share exceeds 130% of the then prevailing conversion price for a specified period of time or if, at any time, Notes representing 85% or more of the aggregate principal amount of the Notes originally issued shall have been previously converted and/or repurchased and cancelled.