MXP Max Petrol

TIDMMXP

RNS Number : 0318X

Max Petroleum PLC

25 August 2015

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

25 August 2015

Max Petroleum Plc

("Max Petroleum" or the "Company")

Updates re AGR Energy Subscription and change of auditor

Max Petroleum Plc, an oil and gas exploration and production company focused on Kazakhstan, announces the following corporate updates:

Acceptance of rehabilitation application for Samek International LLP

Further to its announcement of 27 July 2015 regarding the initiation of a rehabilitation process under Kazakh law to provide its wholly owned indirect subsidiary, Samek International LLP ("Samek"), with protection from creditor claims, the Company is pleased to report that Samek's application to the Kazakh courts for rehabilitation has been accepted and the rehabilitation case has now been opened by the Specialised Inter-District Economic Court of Almaty.

As a result, the execution of existing court decisions and arbitration awards against Samek (resulting from claims made by trade suppliers and a contractor) has been suspended and creditor claims against Samek may only be brought within the framework of the rehabilitation procedures, subject in each case to certain exemptions. The court will in due course hear the case and decide whether rehabilitation will be approved, thereby commencing the process to agree and implement the rehabilitation plan. Further background details on rehabilitation are set out below.

Receipt of National Bank approvals for the AGR Energy Subscription

The Company is pleased to announce that approval from the National Bank for the Subscription has been obtained. The Company and AGR Energy continue to work to ensure that all relevant remaining conditions to Completion as set out in the Company's circular to shareholders dated 13 August 2015 are satisfied as quickly as possible.

Change of auditor

As part of the Company's ongoing review of costs, the Board of Max Petroleum has determined that it is in the best interests of the Company to change auditors in respect of the audit for the year ended 31 March 2015. The intention of this change is to maximise efficiency and ensure value for money. Accordingly, PricewaterhouseCoopers LLP ("PWC") has agreed to resign as auditors, and the directors have appointed BDO LLP to become auditors to the Company with immediate effect.

In accordance with Section 519 of the Companies Act 2006, PWC has sent a Statement of Circumstances letter connected with their ceasing to hold office as auditors, the text of which is set out at the end of this announcement.

The letter will be posted to shareholders and a copy will shortly be available on the Company's website. PWC had not begun their audit work for the year ended 31 March 2015 prior to their resignation.

The Company is targeting publication of Max Petroleum's Annual Accounts for the year ending 31 March 2015 on or before 30 September 2015.

Further announcements will be made as appropriate.

 
 Max Petroleum Plc                 +44 (0) 20 3713 4015 
 James A. Jeffs 
  Tom Randell 
 
 
 Stifel Nicolaus Europe Limited    +44 (0) 20 7710 7600 
 Michael Shaw 
 
 
 Tunga Chigovanyika 
 
 AGR Energy                        +44 (0) 20 7932 2455 
 Louise Wrathall 
 

Save where the context requires otherwise, capitalised and technical terms used in this announcement shall have the same meaning as ascribed to them in the Company's circular to shareholders dated 13 August 2015.

Further background on Rehabilitation

Rehabilitation has similarities to a Company Voluntary Arrangement ("CVA") process under English law and the main purposes of the Rehabilitation are:

i. to provide protection against creditor claims during the entire period when Samek is within the Rehabilitation process; and

ii. to reach agreement with creditors of Samek on a fixed timetable for payment of amounts owing to all creditors.

The Rehabilitation, if approved by a competent court, will involve a moratorium on creditors' claims, cessation of accrual of penalties and interest on any outstanding debts, as well as suspension of execution of any court and arbitral judgements. Within three months of the court decision to start the Rehabilitation, a rehabilitation plan, to be agreed between Samek and its creditors, must be approved by a creditors' meeting. The rehabilitation plan must set out a fixed timetable for payment of amounts owing to all creditors and Samek will need to adhere to this plan until the completion of the rehabilitation procedure. While non-ordinary course transactions will in most cases need creditors' approval, the Rehabilitation generally does not prevent Samek from carrying out its business in the ordinary course.

Text of PWC Statement of Circumstances letter

"17 August 2015

Dear Sirs,

Statement of Circumstances connected with ceasing to hold office as Auditors

In accordance with Section 519 of the Companies Act 2006, we set out below the circumstances connected with our ceasing to hold office as auditors of Max Petroleum Plc, registered no: 05419021 (the Company) effective from 17 August 2015.

In accordance with Section 522(3) of the Act we state that the reason we resigned was that the Company wishes to appoint another firm of auditors at a lower fee than we charged for audit year ended 31 March 2015. We also draw attention to the fact that there is a significant amount of unpaid fees in relation to the half year review which we performed as auditors during the year ended 31 March 2015.

Yours faithfully

PricewaterhouseCoopers LLP"

This information is provided by RNS

The company news service from the London Stock Exchange

END

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