CTC Media did not hold a general meeting of shareholders last year, which is a violation of the exchange rules / Z. Milyavskaya / Vedomosti

CTC Media has received a warning from the NASDAQ administration that the exchange intends to initiate the company's delisting procedure, according to a message from the television holding company on the website of the US Securities and Exchange Commission (SEC). It has not yet been possible to contact a representative of CTC Media.

CTC Media did not hold a general meeting of shareholders last year, which is a violation of the exchange rules, the statement said. In the near future, the NASDAQ administration should hold hearings on this issue and make a final decision on whether to exclude CTC Media shares from the list of securities traded on the exchange. Until then, trading in the company's shares will continue as usual. The statement was published after the end of yesterday's trading. Yesterday, Wednesday, January 20, CTC Media's capitalization fell by 0.53% to $290.4 million.

CTC Media is a Russian television holding company that manages the STS, Domashniy, Che and CTC Love channels. Due to restrictions on foreigners in the media (since this year, they cannot own or control more than 20% of the company that founded the media outlet), the holding, about 75% of whose shares were owned by foreigners (Swedish MTG and minority shareholders, owners of shares in free circulation on NASDAQ), was forced to look for a new owner. At the end of December, the company's shareholders voted to sell 75% of the Russian business (registered to STS Investments LLC) to the UTV holding of Alisher Usmanov and Ivan Tavrin for about $200 million. This deal is complexly structured: first, the American parent company CTC Media Inc. sells 75% of the shares of STS Investments to the UTV holding. Then, in the spring of this year, CTC Media Inc. will pay off the foreign shareholders of the holding, adding funds in its accounts to the buyer's money, and will effectively cancel their shares. After this, CTC Media Inc. must leave the stock exchange, and the Russian television holding will only have Russian shareholders - UTV and Telcrest, controlled by Yuri Kovalchuk, his partners and the VTB group. Telcrest currently owns 25% of the American CTC Media Inc. and is not involved in the deal with UTV, since it is under sanctions as an asset of Kovalchuk. These sanctions against Telcrest may soon be lifted, since VTB acquired 35% of the shares of this company in the fall and Kovalchuk formally no longer controls this asset.

After the sale of the Russian business to Usmanov and Tavrin, the American CTC Media Inc. essentially remained an investment company and a minority shareholder of the television holding of the same name, a source in the company explained to Vedomosti earlier. Now the head structure of this television holding is STS Investments, which has formed a separate board of directors, most of the seats in which are occupied by representatives of UTV. The holding's CEO Yuliana Slashcheva is no longer the CEO of the American CTC Media Inc., but the CEO of STS Investments.

The SEC report states that the shareholders' meeting was not held in 2015 because the company's board of directors and its top management were focused on selling the holding. If the deal had not been concluded in 2015, Roskomnadzor would have had to revoke the media registration of the holding's channels and prohibit their distribution in Russia. In addition, the company reminds in the report that it held an extraordinary shareholders' meeting in December, where the issue of the deal with UTV was considered.

CTC Media previously announced in an SEC filing that it planned to exit NASDAQ in March of this year.

NASDAQ Administration Intends to Exclude CTC Media from the Exchange