Exhibit 99.1
Ozon Announces Voluntary Delisting from Nasdaq and Intention to File Form 15F to Deregister with the U.S.
Securities and Exchange Commission
October 20, 2023 Ozon Holdings PLC (NASDAQ, MOEX, AIX: OZON, hereafter referred to as
we, us, our, Ozon or the Company), announces that it has notified The Nasdaq Stock Market LLC (Nasdaq) of its intention to voluntarily
delist the Companys American Depositary Shares (ADSs) from the Nasdaq Global Select Market and to deregister the ADSs under Section 12(b) of the Securities Exchange Act of 1934 (the Exchange Act).
The Company currently anticipates that it will file with the Securities and Exchange Commission (the SEC) a Form 25 relating to the
delisting on or about October 30, 2023, with the delisting of the ADSs taking effect no earlier than ten days thereafter.
After the delisting
becomes effective, the Company intends to file a Form 15F with the SEC to terminate the registration of its ordinary shares and ADSs and its reporting obligations under Sections 13(a) and Section 15(d) of the Exchange Act. Thereafter, all the
Companys reporting obligations under the Exchange Act will be suspended. The deregistration and termination of its reporting obligations under the Exchange Act should become effective within ninety days after filing of the Form 15F or within a
shorter period as the SEC may determine.
Trading in the Companys ADSs on Nasdaq was halted on February 28, 2022 as a result of geopolitical
circumstances. As previously announced, the Nasdaq Listing Qualification Staff notified the Company on March 15, 2023 of its intention to delist the ADSs based on its discretionary authority under Nasdaq Listing Rule 5101. The Company appealed
the delisting determination twice in accordance with the Nasdaq Listing Rules before the Nasdaq Hearings Panel (the Panel) and the Nasdaq Listing and Hearing Review Council (the Listing Council). On June 6,
2023, the Company received a written decision of the Panel pursuant to which the Panel upheld the delisting determination and denied the Companys requests to lift the trading halt and reinstate trading of the ADSs on Nasdaq. On August 18,
2023, the Company received the decision of the Listing Council affirming the decision of the Panel. The Company has no grounds to believe that the trading of the ADSs on Nasdaq will be reinstated in the foreseeable future. The Company has therefore
decided not to pursue further its appeal and to proceed with voluntary delisting and to subsequently deregister its securities with the SEC and terminate its existing reporting obligations under the Exchange Act, in order to reduce the costs and
complexity of its reporting.
The Company does not expect the delisting to have any immediate effect on the terms of the ADSs under its ADS program, which
should continue to exist in their current form. The Company also does not expect that its ADSs will be quoted on the Pink Sheets or another platform operated by OTC Markets Group Inc. The ADSs will continue to be listed on the Moscow Exchange and
the Astana International Exchange, and the Company intends to continue to publish on its website, in English, the information required by such exchanges in accordance with applicable requirements.
The delisting of the ADSs from Nasdaq does not impact the Companys business operations.