Russian and Belarusian Sanctions

Background

The Russian and Belarusian sanctions came into force on 31 December 2020 and are now enhanced by the Economic Crime (Transparency and Enforcement) Bill 2022. Entities have come under increased scrutiny recently as the FCA has stepped up pressure on sponsors to make sure that listed companies are complying with the introduction of new enforcement legislation in this area.

What are the sanctions?

An issuer of shares must confirm that it does not fall within the Russian Sanctions Regulations or the Belarusian Sanctions Regulations when seeking FCA approval. The FCA will not commence their review of documents until the sanctions confirmation has been given. In providing this confirmation, the issuer guarantees that they do not:

• make funds or economic resources available to, or for the benefit of, or deal with funds or economic resources held by designated persons;
• deal with transferable securities or money market instruments issued by an entity named in the regulations;
• provide foreign exchange reserve and asset management services to certain persons; 
• invest in Russian land or in persons connected with Russia; and
• provide trust services to or for the benefit of designated persons or persons connected with Russia.

Who do they affect?

Any issue of new shares will be caught by these sanctions. However, there is also a concern that there is a risk of breaching the sanctions for UK listed companies when carrying out routine activities with their existing shareholder register, such as the payment of dividends or a buyback of shares, particularly if the existing shareholder register already contains a sanctioned person. Additionally, there is a strong focus at the moment from regulators in relation to nominee shareholders that appear on shareholder registers and the action that is taken to investigate the underlying investors.

What is expected of those affected by the sanctions?

The key is for issuers to be able to show that they have taken reasonable steps to mitigate the risks. Issuers should be engaging with their registrars to better understand and get comfortable with the registrar's internal processes. An issuer must make sure that the registrar has appropriate safeguards in place to prevent designated persons coming on to the shareholder register and to effectively monitor the existing shareholder register.

What are the consequences of a breach?

The applicable penalty for a breach is a fine equal to the greater of £1 million or 50 per cent of the estimated value of the funds to which the breach relates. There can of course still be criminal liability but for such liability to arise the relevant person must have had the relevant knowledge, suspicion or reasonable cause to suspect the breach.

How Can we help?

We have provided a detailed and bespoke note on this topic to our clients to help them navigate these significant obligations. Where information is missing from the shareholder register one tool that registrars can use is a section 793 notice, which we are able to assist with. If you would like to discuss the available options in more detail or feel you would benefit from a more detailed note, please contact Alexander Wood (Alexander.Wood@howardkennedy.com), Marc Proudfoot (Marc.Proudfoot@howardkennedy.com), and/or Keith Lassman (Keith.Lassman@howardkennedy.com).