I wouldn't say that they've promised large considerations. They've promised to redeem the bonds. If you bought the bonds assuming you'd convert them into stock and see a big gain, getting 0.75% interest on your money is really disappointing. I think it's also important to remember that before the Ruble fell off a cliff, they had around $1.25B in cash on hand.
They only promised bondholders "if we get delisted and therefore these aren't convertible bonds anymore (since we aren't trading), we'll redeem them from you at face value plus the 0.75% interest."
I'd also note that this feels like a release for regulatory requirements. I don't think Yandex expects all its investors to redeem their bonds. They're stating the risks even if the probability isn't high. I'm sure they're required to.
> how does a provision like 2 make sense for any company
The bonds carry almost no interest (just 0.75%) so Yandex was trading the convertibility of it into stock as a key selling point. If it isn't trading, then that convertibility isn't really something an investor can bank on.
You can see that other companies have some similar things around delisting events: https://www.sec.gov/Archives/edgar/data/0001822829/000119312..., http://www.hcsurgicalspecialists.com/images/PDF/29072019-HCS...
I'd also note that the terms sheet from Yandex seems a bit more generous than their press release indicates. It's not just being beholden to the NASDAQ since they do seem to offer up the NYSE as an alternative remedy. It also seems like there's the possibility for the shares to be "admitted to trading and/or listing on another internationally recognised, regularly operating and regulated stock exchange," but given that they are trading on other exchanges that doesn't seem to cover it (it's really hard to parse the language around it, try reading the "delisting event" criteria https://www.sec.gov/Archives/edgar/data/1513845/000110465920...).
Frankly, some things are hard to prepare for - and preparing for the worst can put you in a bad position in the 99% of cases that aren't the worst. Should they have issued a bond at 8% interest rather than the convertible bonds at 0.75% interest? In the 99% of cases where Russia doesn't cause the world to go against it, that's potentially a huge waste of money that lets competitors get an opening against you. The NASDAQ isn't just suspending trading on companies on a whim. They have a compelling business interest to seem reliable to companies. The NYSE and NASDAQ are both reviewing new US sanctions to see how they'd fit in (https://www.wsj.com/livecoverage/russia-ukraine-latest-news-...).
It's actually kinda shocking that the world is caring about this invasion. Russia invaded Georgia in 2008 and no one really cared. Russia invaded Ukraine (Crimea) in 2014 and no one really cared. Russia had already started things rolling in Eastern Ukraine (Donetsk) a year ago and no one really cared. It's probably coming as a huge shock to a lot of Russian companies that the West is caring this time. It's probably coming as a shock to Putin. Russia invaded and annexed part of Ukraine 8 years ago and while we might have thought it was bad, we didn't really do much about it.
Delistings aren't common and it seems like the wrong thing to hedge against (without the benefit of hindsight). In normal times, if Yandex were delisted and investors wanted to be redeemed, they'd just sell some bonds at 8% interest and redeem the 0.75% interest bonds. They might not want to sell bonds at that interest, but they could. In normal times, the Ruble would be worth more and they'd have the money to cover the bonds. In normal times, they wouldn't be worried about whether they could exfiltrate cash from Russia. It's just a crazy time to be a company like Yandex where you're not going to be able to raise money (pretty much) regardless of the interest rate you offer.
Even in this situation and even if most investors want to redeem, Yandex isn't with no options. Yandex could always offer to exchange the notes for other notes. "Your notes that you can force me to redeem were convertible at $45/share? I'll give you notes convertible at $35/share to stick it out." Sure, it's painful to water down investors, but less painful than ending the company. Sure, some investors will still want to cash out, but you can sweeten the pot to keep enough holding.
All sorts of improbable things can happen to companies. Apple could remove Facebook from the iPhone. Apple's anti-tracking moves have seen Facebook's shares dip 38%. China could invade Taiwan and Apple could be left without processors for a decent amount of time. China could ban the iPhone or prevent iPhone manufacture in China. Facebook and Apple have a much better ability to hedge than someone like Yandex.
I don't think it was over-confidence or negligence. I think this is a really improbable thing to happen to them. They wanted a 0.75% interest bond offering and if something went wrong, they could just borrow at 5-10% to pay back redemptions. That's a better plan than just borrowing at 5-10% in the first place. It's not like Russian companies were targeted like this for other Russian invasions. All of a sudden, companies are suspending service to Russia - even consumer goods and services. Like, Netflix is suspending service in Russia - as if random Russians getting entertained by Netflix is helping their war effort. And I'm not saying Netflix shouldn't suspend service there, but it shows how far things have shifted in a matter of weeks. Russia had already invaded and annexed Crimea and had already supported rebels in eastern Ukraine and basically broken it off from the rest of Ukraine.
I just think it's hard to imagine this becoming a company-threatening event in normal circumstances and I think Russia really wasn't prepared for how much the West would hate their new invasion of Ukraine. In normal circumstances, they have the cash available and/or they just raise some other money to pay the bondholders and it's not a big deal.