EPAM Law is pleased to announce that Banking & Finance and Capital Markets Practice advised EuroTrans PJSC, a leading independent fuel operator in Russia (TRASSA brand), on the largest IPO in the Russian market in recent years.
The company generated approximately 13.5 billion RUB through additional share sales.
The successful initial public offering of the company shares was achieved through a collection of over-the-counter and on-exchange bids. The IPO attracted about 20,000 new retail investors as shareholders.
EPAM provided comprehensive legal support starting from EuroTrans PJSC becoming a public company, including assistance in improving the company’s corporate structure and drafting the internal documentation to meet the high standards of corporate governance and information disclosure, as well as preparation and support of the public offering of the company shares with admission to trading on the stock exchange. The Moscow Exchange put EuroTrans PJSC shares on its first quotation list.
Use of the unique terms of placement that were developed jointly with EPAM lawyers was the key factor of the successful IPO and had never before been applied on the market..
Those terms include:
- combination of over-the-counter and on-exchange offering procedures with a long period of over-the-counter acceptance of offers (five months) for the convenience of investors;
- a special mechanism for accepting offers at numerous points of acceptance: in particular, it was provided that any person using the services offered by Trassa petrol stations (car refuelling, charging an electric car, buying goods at a petrol station supermarket or going to a restaurant at a petrol station) could immediately submit an application for participation in the IPO (an offer to purchase EuroTrans PJSC shares);
- a special mechanism providing for remote submittal of offers (by using an individual personal account opened by the issuer for each investor);
- a security payment mechanism introduced into the transaction. Funds received from investors during the OTC acceptance of offers on the placement commencement date (21 November 2023) were credited towards payments for the shares. The security deposits were made in a way convenient for the investors: by bank transfer, by card or remotely using a link / QR code. The funds deposited as a security payment generated monthly interests that were paid to the accounts specified by the investors.
EPAM also contributed to the development of special innovative mechanisms, aimed at securing the interests of EuroTrans PJSC share purchasers:
- the transaction included a unique method to ensure that major shareholders adhere to terms restricting transfers of the company shares (lock up) within 180 days from the commencement of exchange trading, as well as a number of other actions, including those aimed at subsequent additional share placements;
- thanks to the publication of a respective offer by Trassa GSM LLC, the investors in EuroTrans PJSC shares were given an opportunity to further purchase additional shares in the company at the IPO price, provided that the person holds EuroTrans PJSC shares at the dates specified in the offer.
The EPAM legal team for this project featured Senior Associate Vladimir Goglachev, Associates Gilyana Haraeva and Dmitry Kabanov, and was overseen by Partner Dmitriy Glazounov.
“Entering the public equity capital market is a crucial stage in the development of a company’s business. Our team provided legal support at all stages of EuroTrans PJSC placement preparations and secured the resolution of all matters required to bring the company into compliance with the legal requirements for public companies. We aimed to provide maximum opportunities for a wide range of individuals, including our client's customers and retail investors, to participate in the placement. With that in mind, we suggested introducing several legal mechanisms, which are unique to the Russian market, into the transaction. Thanks to the client’s extensive support, we successfully completed all the tasks related to structuring of the transaction. The placement of EuroTrans PJSC shares was unique in many aspects, particularly in terms of the mechanisms used to raise capital from a broad range of retail investors," says Dimitry Glazounov.