TIDMRPO
RNS Number : 1407V
RusPetro plc
14 April 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A
PROSPECTUS. NOTHING IN THIS ANNOUNCEMENT SHALL CONSTITUTE OR FORM
PART OF, AND SHOULD NOT BE CONSTRUED AS, AN OFFER TO SELL OR ISSUE
OR THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR ANY
SECURITIES REFERRED TO HEREIN NOR SHOULD IT FORM THE BASIS OF, OR
BE RELIED ON IN CONNECTION WITH, ANY CONTRACT OR COMMITMENT
WHATSOEVER.
14 April 2016
RUSPETRO PLC
("Ruspetro" or the "Company", together with its subsidiaries,
the "Group")
Cancellation of listing of Ordinary Shares on the Official
List
Re-registration of the Company as private limited company
Adoption of the New Articles of Association
Publication of a Circular and notice of General Meeting
Ruspetro plc (LSE: RPO), an independent oil and gas development
and production company, with assets in the Western Siberia region
of the Russian Federation, announces a proposal to seek a
cancellation of the listing of its Ordinary Shares on the premium
segment of the Official List and trading on the London Stock
Exchange's Main Market for listed securities. Subject to approval
by Shareholders at a general meeting to be held on 5 May 2016,
notice of which is set out in a circular (the "Circular") to be
sent to shareholders today, it is anticipated that the effective
date of the Cancellation will be on or around 6 June 2016.
Terms not otherwise defined herein shall have the meaning given
to them in the schedule to this announcement.
At the General Meeting, the Company will also ask shareholders
to consider and approve resolutions to re-register the Company as a
private limited company and to adopt new articles of
association.
The purpose of the Circular is to (i) explain the background to
and reasons for the Proposals; (ii) explain why the Directors
consider the Proposals to be in the best interests of the Company
and its Shareholders as a whole and recommend that the Shareholders
vote in favour of the Resolutions; and (iii) provide notice of the
General Meeting and details of the Proposals.
Implementation of the Proposals is conditional upon the approval
of the Resolutions by Shareholders at the General Meeting, which is
being convened for 10.30 a.m. on 5 May 2016 at the offices of White
& Case LLP, 5 Old Broad Street, London EC2N 1DW, at which the
Resolutions will be put to approve, inter alia, the Cancellation.
If the Resolutions are passed at the General Meeting, the
Cancellation is expected to occur on or around 6 June 2016.
Background to and Reasons for the Proposals
On 24 January 2012, the whole of the ordinary share capital of
the Company was admitted to the premium segment of the Official
List and to trading on the Main Market. In March 2012, the Ordinary
Shares were included in the FTSE All Share Index. On 11 December
2014, Ruspetro completed a major capital restructuring comprising
an issue of new equity raising gross proceeds of approximately
US$53 million, a reduction in its long term debt from US$337
million to US$150 million and new working capital credit facilities
of up to US$145 million. The Group's new loan facilities were
granted by Public Joint Stock Company "Bank Otkritie Financial
Corporation" ("Otkritie"), one of the largest commercial banks in
Russia. The development plan set out in the Prospectus regarding
the Restructuring stated that ongoing expenditure on the Group's
assets aimed at increasing production would be funded by a
combination of operating cash flow, proceeds of the Restructuring
and ongoing drawdown on the facilities entered in to as part of the
Restructuring. The Group's medium term aim was and remains to
increase production to a level at which the net operating cash
flows are sufficient to sustain that level of production, to cover
payments due under various debt facilities and to provide a return
to shareholders.
Since completion of the Restructuring the Group has successfully
increased production. However, the price for Brent crude oil has
decreased substantially from an average of approximately US$100 per
barrel in 2014 to an average of US$53 per barrel in 2015, to
approximately US$40 per barrel today and this has had a direct
impact on the Group's revenues and cash flows, as can be seen from
the Company's reported financial results.
In Ruspetro's 2015 results, the Company reported revenues of
US$43.9 million (compared with 2014 revenues of US$55.1 million),
with the drop in revenues of US$11.2 million being driven by a 46
per cent. decline in the average realised blended oil price, offset
by a 16.5 per cent. increase in volumes sold during 2015.
In 2015, the Group's Operating loss and EBITDA were reported at
US$25.6 million and US$2.6 million respectively, compared with
US$18.6 million and US$9.5 million in 2014. The Group's Operating
loss would have been significantly higher and EBITDA would have
been significantly lower in 2015 had the Group not achieved 16.5
per cent. higher sales volumes in 2015 compared with the prior
period.
For the full year 2015, the Company reported net cash outflow
from operating activities of US$4.7 million (FY2014: net positive
US$3.3 million) and net cash outflow from investing activities
(principally the costs of developing and maintaining production) of
US$35.2 million (FY2014: US$49.6 million), leaving a deficit of
US$39.9 million (FY2014: US$46.3 million) before loan repayments,
interest paid and other financing charges of US$24.7 million
(FY2014: US$152.9 million). The Company drew down US$59.6 million
of loans during 2015 (FY2014: US$160.0 million in addition to
US$37.5 million net proceeds from the issue of shares).
The 2015 full year results demonstrate that the group is not
generating sufficient cash from its current operations to cover the
cost of capital investment, interest payments on loans outstanding
and loan repayments due in the future. Net debt increased from
US$235.1 million at the start of 2015 to US$299.9 million by the
end of the year, comprising secured bank loans of US$202.8 million
due for repayment in 2019 and unsecured shareholder loans of
US$104.6 million of which, including interest accrued over the
period to maturity, US$3.1 million is due for repayment in October
2016, US$20.3 million in May 2017 and US$128.9 million in February
2020, less cash of US$7.5 million. The Group finances its
exploration and development activities using a combination of cash
in hand, operating cash flow generated mainly from the sale of
crude oil production, prepayments from forward oil sale agreements
and additional debt or equity financing as required. As at the date
of the Circular, the Group is not in breach of any of its existing
secured facilities and has US$67.7 million of undrawn facilities
available. During the year ended 31 December 2015, the Group
negotiated the US$22.5 million advance financing arrangement with
Glencore Energy UK Ltd. Prepayments from such forward oil sale
agreements are one of the Group's main sources of working capital.
The renewal of such prepayments occurs regularly under normal
course of business, but cannot be certain and, therefore, the
directors recognise that this represents a material uncertainty
which may cast significant doubt over the Group's ability to
continue as a going concern.
The Company's preliminary financial results for 2015 have been
released today and are prepared on a going concern basis. However,
the Directors expect that the audit opinion on the 2015 financial
statements (which will be presented in the annual report to be
published before the end of April 2016) will include an emphasis of
matter in relation to the material uncertainty identified in the
paragraph above.
The 2015 Annual Report will also include a longer term viability
statement in line with the latest requirements of the UK Corporate
Governance Code. As input to this assessment the Group has modelled
multiple economic scenarios based on its detailed life of field
model, using its baseline field development plan factored with
various capital conservation restrictions, and evaluated levels of
capital investment, operating cash flows and production output.
This analysis has confirmed the need for significant additional
funding over and above existing facilities and forward sale
arrangements within the next 1-2 years, depending on the
development scenario and the oil price environment.
Without this additional funding the Group will need to implement
actions which will adversely affect its ability to maintain
production levels and which will be detrimental to its development
and production capabilities, thus probably exposing the Group to a
breach in the production covenant to its primary lender. In such
circumstances the Group's financial position would be very
uncertain and it may be forced to undertake a capital restructuring
which would be highly dilutive for Shareholders or the primary
lender may enforce its security over the Group's principal assets
leaving Shareholders with little or no value.
In implementing its development plan, the Group continues to
draw down on its debt facilities. The Group has, through extremely
tight cash management under challenging market conditions, reported
positive net operating cash flows before working capital
adjustments for 2015 but the Group is not currently able to
generate sufficient cash flow to cover capital investment, or
interest and capital repayments, and continues to draw down on debt
facilities.
In the opinion of the Directors, the Group's continued viability
in the years 2016 to 2020, and beyond, is conditional on securing
additional funding, successful refinancing on maturity of its
principal debt facilities, and access to other forms of funding
that may not be available to a premium listed company.
(MORE TO FOLLOW) Dow Jones Newswires
April 14, 2016 02:00 ET (06:00 GMT)
The Directors have, therefore, considered the strategic question
of what form the Group should take to be in the best position to
raise the funds necessary to bring the business to the point where
it is generating sufficient free cash flow to meet it financial
commitments and yield a return for Shareholders.
As set out in greater detail below, the Board is of the view
that the funding necessary to achieve the Company's objectives is
currently not available in the public equity markets for this type
of business in the environment in which it operates and has
concluded that as a private limited company the Company would have
a better chance of achieving this goal and be more able to target
potential investors using the Group's asset base, production and
future production potential as valuation benchmarks rather than the
low benchmark of the market capitalisation of the listed entity.
Furthermore, not having a listing would enable the Company to open
discussions with investors who are able to take a longer-term view
of the Company's prospects and those of the oil and gas sector
rather than with investors focused on the short term issues that
affect illiquidity and volatility in the share price as a quoted
entity.
After careful consideration of the Company's current position
and available options, the Board believes that the Proposals are in
the best interests of all Shareholders for the following
reasons:
(i) Any future discussions regarding funding the drilling
programme and any envisaged merger and acquisition activity by the
Company can use the value of the Group's underlying oil and gas
resource and reserve assets and the future production potential of
the Group (as a private limited company) as a reference point for
valuation rather than the market capitalisation of the Company (as
a listed company) which on 13 April 2016 (being the Latest
Practicable Date) was GBP36.81 million, with the Company's share
price at 4.23p, having been GBP87 million at completion of the
Restructuring in December 2014. The Board believes that using such
benchmarks rather than the market capitalisation will better serve
Shareholders' interests by creating more opportunities for the
Company to achieve the funding it requires to bring production to
its potential capacity and thereby creating value for the Company's
shareholders;
(ii) The current environment within the oil and gas sector,
particularly in Russia, is not attractive to the vast majority of
institutional investors. Since the Company listed in January 2012,
there has been a continual decline in the number of institutional
investors that hold over 1 per cent. of the Company's outstanding
share capital;
(iii) The volume of Ordinary Shares being traded is very low
and, in the opinion of the Directors, no longer justifies the costs
and management time required to maintain the Company's status as a
premium listed company. In the three months up to 13 April 2016, an
average of just 38,519 Ordinary Shares traded each day and there
were twelve days on which there were no trades at all;
(iv) Limited investor demand for Ordinary Shares is preventing
the Company from re-establishing a free float of the Company's
Ordinary Shares to 25 per cent. or greater of the shares
outstanding. Since the completion of the Restructuring, at which
point the free float, as expected, was below the 25 per cent.
minimum requirement for a company on the Official List, the Company
has, in conjunction with its brokers, endeavoured to develop
interest in the Ordinary Shares. However, against a background of a
sustained low oil price and negative investor sentiment towards
Russia, the Company has failed to generate sufficient appropriate
demand to restore the free float above 25 per cent. The most recent
analysis shows that the free float is in fact currently around 16
per cent., having been around 20 per cent. shortly following
completion of the Restructuring;
(v) The costs associated with the Company's listing on the
Official List and to trading on the Main Market, of approximately
US$4.8 million per annum, exceed the benefits of maintaining this
listing, such as access to international capital and a broad
investor base, and can no longer be justified in light of the
current challenging environment and market conditions and need to
be reduced to be commensurate with the requirements of a private
limited oil and gas exploration and production company of its size;
and
(vi) A matched bargain facility (as described in more detail in
paragraph 5 below) will be available to Shareholders following
Cancellation providing a means by which trading in the Ordinary
Shares may continue at a substantially lower cost to the Company
than the current premium listing.
Consequently, for the reasons set out above, the Board believes
that the Proposals are in the best interests of the Shareholders
and the Company.
Near term strategic priorities
The Group's principal secured facilities are due for repayment
in November 2019. The Directors are of the view that, if the
Company is unable to attract additional investment in the future,
the Company will need to implement certain additional actions so as
to allow it to meet its existing contractual obligations as and
when they fall due. These actions may include some or all of the
following:
-- further financial restructuring, including through further
capital raises that may be dilutive to Shareholders; as a private,
unlisted company, the Directors firmly believe that the options
open to the Company are much broader and avoid the additional
costs, management time and limitations which apply to undertaking
such changes as a publicly listed entity.
-- further reducing planned capital expenditure, including
scaling back the drilling programme, and placing operating assets
on care and maintenance (which would be achievable but would
adversely affect the Group's ability to maintain production);
-- further reducing the Company's cost base to the detriment of its development and production capabilities; and
-- conserving cash through working capital management.
The Directors are focused on building a profitable business
through the development of Ruspetro's oil and gas reserves and
resources at a pace and scale to realise their potential and value
for the direct benefit of Shareholders. While the Company has
already taken steps to restructure its balance sheet, the Group
will need to undertake significant capital expenditure to increase
production and to continue to meet its current debt obligations as
described above.
Therefore the Directors believe that the Company will need to
look at alternative sources of funding that may not be available to
the Company as a listed entity. Consequently, and in the absence of
institutional investor interest and stock market liquidity for the
Company's Ordinary Shares, which is one of the major benefits of a
listing (and discussed in more detail below), the Directors believe
that the interests of Shareholders can be better served as an
unlisted private company.
Lack of Institutional Investor Demand
Market conditions in the global oil and gas sector have recently
been, and are expected for the foreseeable future to continue to
be, very challenging. Institutional investor appetite for
investment in the Russian oil and gas sector in particular has very
significantly diminished since Ruspetro's flotation in 2012. This,
coupled with the weakening Russian economy, the declining market
valuation of Ruspetro and current free-float issues (as described
further below) may materially adversely affect the Company's
business, results of operations, financial condition and prospects,
and the trading price of the Ordinary Shares. Following discussions
with brokers, the Directors are of the opinion that there is
limited investor appetite to invest in the Russian oil and gas
sector in general and the Company in particular amongst investors
in publicly traded companies such as Ruspetro. In light of the
overall market conditions, the Directors are of the opinion that it
will be very difficult for the Company to attract any meaningful
equity investment in the future through its listing on the premium
segment of the Official List and trading on the Main Market.
Market Valuation
As at 13 April 2016, the market capitalisation of the Company
was GBP36.81 million based on a share price of 4.23 pence compared
with 134 pence at flotation on 24 January 2012.
The recent decline in the Russian economy and the sustained low
price of oil and gas continue to affect the Company. During the
second half of 2015 and the beginning of 2016 the Group has
continued to experience the impact of high volatility of the oil
price and USD / Russian Ruble exchange rate, which management views
as key external risks that will continue throughout 2016 and are
unpredictable for the future. Operationally, it will be crucial for
the Group to successfully and cost-effectively implement its
current appraisal campaign to identify sufficient suitable
development well targets and significantly increase the Group's
production in 2016 and beyond. The importance of the above external
and operational uncertainties has adversely impacted the market
valuation of the Company.
With trading volume at a very low level, the Company's share
price is very volatile and can move up or down significantly
following relatively small numbers of low value trades in its
Ordinary Shares, which can make the shares less attractive to
investors.
The Directors consider that the current market capitalisation of
the Company is not reflective of its underlying value and will
compromise the valuations which may be achieved as part of any
future strategic initiatives. As a private limited company, the
value of its assets, its production and the well-head revenue per
barrel potential of the Company will, the Directors believe, become
the focus for valuation models rather than the market
capitalisation of the listed Company.
(MORE TO FOLLOW) Dow Jones Newswires
April 14, 2016 02:00 ET (06:00 GMT)
The Directors are of the view that, in order to protect the
business of the Company and maximise its value for Shareholders, it
is no longer in the interests of the Company or its Shareholders to
maintain the listing on the premium segment of the Official List
and trading on the Main Market.
Free Float Position
On 17 November 2014, the Company published the Prospectus in
connection with the Placing and Open Offer, which formed part of
the plans for the Restructuring. As noted in the Prospectus, the
UKLA requires listed issuers to maintain at least 25 per cent. free
float in their listed shares and, depending on the level of take up
by minority shareholders in the Open Offer, there was a risk that
upon completion of the Restructuring, there would be insufficient
free float in the Ordinary Shares. Ruspetro agreed with the UKLA
that if, within six months after completion of the Restructuring,
there remained insufficient free float in the Ordinary Shares, the
Directors would consider proposing a resolution to its Shareholders
to cancel the Company's listing on the premium segment of the
Official List and its trading on the main market of the London
Stock Exchange and move its listing to another market in
London.
Since the completion of the Restructuring there has remained
insufficient free float in the Ordinary Shares. In December 2014,
shortly after completion of the Restructuring, the free float
reached approximately 20 per cent. and is currently estimated at
around 16 per cent. At the time of the Restructuring a number of
larger shareholders (whose holdings are excluded from the
calculation of the percentage of shares in public hands) indicated
their willingness to dispose of shares in order to increase the
free float. The Directors have endeavoured to generate interest in
purchasing such shares by promoting the shares through investor and
analyst presentations. However, the consistent comments received
from such meetings has been that investors will not invest whilst
the Company faces the risks represented by the oil price and the
political climate in Russia.
The Board is of the opinion that this position is unlikely to
improve in the short term.
Alternative listings in London
In connection with the Board's considerations of the free float
position, the Board has considered whether a transfer of the
Company's listing to another market in London would be of benefit
to Shareholders. However, having studied the alternatives, the
Board is of the view that the benefits described above of becoming
an unlisted private company at this stage in the Company's
development outweigh the potential benefits of seeking admission to
an alternative market in London.
However, in order to provide Shareholders with a platform
through which Ordinary Shares can be traded, the Company has
arranged with its Registrar, Capita Asset Services to provide a
matched bargain trading facility, further details of which are set
out below.
Costs of Maintaining a Listing
The Directors estimate that direct and indirect costs associated
with the listing of the Ordinary Shares on the premium segment of
the Official List and to trading on the Main Market has been on
average US$4.8 million per annum since the Company's initial public
offering in January 2012, taking in to account the recurring costs
of maintaining the listing and the costs associated with the
listing and subsequent corporate actions, including advisory, legal
and audit fees, as well as the associated costs of maintaining a
London office and external investor relations. The Directors
consider that these costs are disproportionately high versus the
benefits of a listing on the premium segment of the Official List
and that these funds could be better utilised within the business
of the Company. Thus, on implementation of the Proposals a
substantial proportion of these costs will be eliminated due to
reduced board and management costs, the elimination of fees
directly related to the listing, fees from external advisors being
reduced substantially, the elimination of costs related to raising
new capital for a listed company and the reduction of general and
administrative expenses associated with the requirements of a
listed company. Furthermore, substantive management time spent on
maintaining a listing will be eliminated. These financial and
management resources can be more effectively utilised in the
development and management of the business in a private company
context.
3. Details of the Cancellation
In order to effect the Cancellation, the Company is required to
obtain prior approval from the Shareholders pursuant to paragraph
5.2.5R(2)(b) of the Listing Rules. Accordingly, at the General
Meeting to be held on 5 May 2016, a shareholder resolution will be
proposed, as the first resolution set out in the Notice of General
Meeting contained in the Circular, authorising the Board to proceed
with the Cancellation (the "Cancellation Resolution"). The
Cancellation Resolution will require:
(a) approval from a majority of not less than 75 per cent. of
the votes attaching to the Ordinary Shares; and
(b) the approval from a majority of the votes attaching to the
Ordinary Shares of Independent Shareholders.
For the purpose of the Cancellation Resolution, in accordance
with the definition set out in the Listing Rules, the term
"Independent Shareholders" refers to Shareholders other than any
person who exercises or controls, on their own or together with any
person whom they are acting in concert, 30 per cent. or more of the
votes entitled to be cast on all or substantially all matter at
general meetings of the Company ("Controlling Shareholders"). The
following Shareholders are considered to be Controlling
Shareholders because they and/or their controllers were all
founding shareholders of the Company prior to its flotation in 2012
and are deemed to be "acting in concert" for the purposes of the
Listing Rules:
Shareholder Shareholding Percentage of
votes
Limolines Transport
Limited(1) 153,424,368 17.63%
Conchetta Consultants
Limited(1) 66,875,000 7.69%
Makayla Investments
Limited(2) 76,630,306 8.81%
Nervent Limited(3) 129,849 867 14.92%
Roony Invest & Finance
S.A.(3) 7,590,036 0.87%
Mr Thomas Reed (former
director) (4) 3,545,170 0.41%
Total 439,239,521 50.33%
Notes:
1. Limolines Transport Limited and Conchetta Consultants Limited
are companies connected with Kirill Androsov, a non-executive
director of the Company, and in which Mr Androsov is deemed to have
a beneficial interest.
2. Makayla Investments Limited is controlled by and represents
the interests of Andrey Rappoport.
3. Nervent Limited and Roony Invest & Finance S.A. are
controlled by and represent the interests of Alexander Chistyakov,
the chairman of the Company.
4. Mr Thomas Reed was previously a shareholder in Nervent
Limited with Alexander Chistyakov and was a founding shareholder of
the Company.
Accordingly, votes attaching to these Ordinary Shares will count
towards meeting the requirement described in part (a) above to
approve the Cancellation Resolution, but not part (b).
Conditional upon the Cancellation Resolution receiving approval
at the General Meeting, the Company will apply to cancel the
Ordinary Shares from admission to the premium segment of the
Official List and to remove the Ordinary Shares from trading on the
Main Market. It is anticipated that the Cancellation will take
effect on or around 6 June 2016, being in any event not less than
20 Business Days following the passing of the Cancellation
Resolutions.
4. Effect of the Cancellation
The principal effects of the Cancellation, and the factors that
the Directors believe that Shareholders should take into
consideration when deciding whether or not to vote in favour of the
Resolutions, include the following:
Trading and liquidity
Following the Cancellation, the Ordinary Shares will no longer
be traded on a public market or trading facility on any recognised
investment exchange. As a result, a Shareholder will not be able to
trade its Ordinary Shares on the London Stock Exchange and,
consequently, the opportunity for Shareholders to realise their
investment in the Company will be limited and there will be no
public valuation of Ordinary Shares held by them. As described
below, the Company will, with effect from Cancellation, to put in
place a matched bargain settlement facility to serve as a limited
platform for Shareholders and other persons to seek to buy or sell
shares.
Following publication of the Circular and following
Cancellation, the liquidity and marketability of the Ordinary
Shares may be significantly reduced and the value of such shares
may be adversely affected as a consequence.
Disclosure and reporting
The Company will no longer be subject to the regulatory and
financial reporting regime applicable to companies whose shares are
admitted to the Official List and to trading on the Main Market
including the Listing Rules (including the Model Code on directors'
share dealings), the Disclosure and Transparency Rules, and the
Corporate Governance Code.
As a result, Shareholders will no longer be afforded the
protections given by the Listing Rules such as:
- the requirement to be notified of annual and half yearly results;
- the requirement on the contents of annual reports (for
example, to ensure that each annual report contains a statement by
the Directors that the business of the Company is a going
concern);
- the requirement on the contents of half-yearly reports (for
example, to ensure that each half-yearly report contains
information showing the split between dividends and interest
received);
- the requirements to provide trading updates;
(MORE TO FOLLOW) Dow Jones Newswires
April 14, 2016 02:00 ET (06:00 GMT)
- the requirements to notify and/or seek shareholder approval
for certain events, including substantial transactions, financing
transactions, related party transactions and fundamental changes in
the Company's business, including certain acquisitions and
disposals;
- the requirement for the independence of the Board;
- the Company will cease to have a sponsor and broker;
- as an unlisted company, the Company will be subject to fewer
operational restrictions than as a listed company. In addition, as
an unlisted company, the Company may be subject to less stringent
accounting and reporting requirements;
- the Cancellation may have either positive or negative taxation
consequences for Shareholders. Shareholders who are in any doubt
about their tax position should consult their own professional
independent adviser immediately; and
- there will be reduced controls over the terms of capital
raises and issuances of new Ordinary Shares to related parties
(such as substantial shareholders) this could lead to substantial
dilution for Shareholders.
Further, Shareholders would also lose the protection of the
Disclosure and Transparency Rules which includes, among others, the
right to be notified of any inside information which directly
concerns the Company (DTR 2), of transactions by persons
discharging managerial responsibilities and their connected persons
(DTR 3), the requirements regarding periodic financial reporting
(DTR 4) and of any dealings by shareholders who hold more than 3
per cent. of the Company's shares (DTR 5).
To mitigate this, the re-registered private listed company will
adopt new articles of association taking effect from
Re-Registration that will include provisions to provide a degree of
disclosure to shareholders appropriate with its status as an
unlisted private company (further details are set out in Part II of
the Circular) and implement certain corporate governance measures
as set out below.
The Company will:
- continue to provide operational updates when the Company deems it to be appropriate;
- publish its annual results (further details of which are set
out in Part II of the Circular);
- adopt the provision of the Model Code in relation to any
dealings in the Company's shares by directors and senior employees
following Cancellation; and
- require, under the New Articles, disclosure by Shareholders
if, as a result of either of an acquisition or disposal of shares
in the Company or of changes in the total voting rights attached to
the Company's shares, the percentage of voting rights which such
Shareholder holds, or has control over, reaches, exceeds or falls
below 3 per cent. and each additional 1 per cent. above that
level.
City Code on Takeovers and Mergers
The Code is issued and administered by the Panel. Ruspetro is a
company to which the Code applies and its Shareholders are
accordingly entitled to the protections afforded by the Code.
The Code and the Panel operate principally to ensure that
shareholders are treated fairly and are not denied an opportunity
to decide on the merits of a takeover and that shareholders of the
same class are afforded equivalent treatment by an offeror. The
Code also provides an orderly framework within which takeovers are
conducted. In addition, it is designed to promote, in conjunction
with other regulatory regimes, the integrity of the financial
markets. The Code would continue to apply to the Company for a
period of ten years from the date of the Cancellation.
Corporate Governance
While the Company will no longer be subject to Listing Rules,
the Disclosure and Transparency Rules and the Corporate Governance
Code following Cancellation, the Company will continue to maintain
good standards of corporate governance for the benefit of all of
its Shareholders appropriate for an unlisted company. As a result,
the Company will adopt a corporate governance policy which will set
out the governance standards for the Company following
Cancellation. The Company will also ensure effective engagement
with Shareholders. A summary of the Company's proposed corporate
governance arrangements following Cancellation are set out
below.
(a) Composition of the Board
Following Cancellation, it is proposed that the Board will
comprise of a maximum of six directors.
Each of Makayla, Limolines, Nervent and Mastin (each an
"Appointing Shareholder"), who, together with their concert
parties, collectively currently represent approximately 74.9 per
cent. of the Issued Share Capital, shall be entitled to nominate
and appoint one director (the "Shareholder Directors"). The Board
shall have at least one director who will be a non-executive
independent director and the chief executive officer shall also be
a director. The Board will continue to have a chairman who will be
one of the Shareholder Directors.
It is expected that Alexander Chistyakov, Kirill Androsov and
Sergey Gordeev shall initially comprise three of the four
Shareholder Directors, with an additional Shareholder Director to
be appointed by Makayla shortly after Cancellation. John Conlin
will continue to act as the chief executive officer of the Company
following Cancellation. As the Board currently has four independent
non-executive directors, it is expected that three of these
directors shall resign with effect from Cancellation with one of
the current independent non-executive directors remaining in
place.
The right of appointment of the Shareholder Directors is set out
in individual relationship agreements with each of the Appointing
Shareholders, which will become effective with effect from
Cancellation (as described in paragraph (e) below).
Other than as set out above, a director of the Company may be
appointed at any time by a decision of the Board or by an ordinary
resolution of the Company's shareholders. As a private limited
company is not required to have a secretary, it will be at the
Board's sole discretion whether a secretary is required.
The Company shall retain the current schedule of matters
reserved for the Board (with such necessary amendments as necessary
to reflect the new corporate governance provisions referred to in
the Circular and its status as a private limited company following
re-registration).
(b) Committees of the Company
Following Cancellation, the Company will no longer be subject to
the Corporate Governance Code and consequently will no longer be
required to maintain a nominations committee, a remuneration
committee or an audit committee. The current functions of the
nominations committee and the remuneration committee will be
carried out by the Board following Re-registration.
The Board will continue to maintain an audit committee whose
terms of reference shall be broadly similar to the provisions of
the Corporate Governance Code (the "Audit Committee").
The Audit Committee will have three members one of whom shall be
the independent non-executive director. The independent
non-executive director will be the Chairman of the Committee. In
addition, the Committee will be made up of one other director and
the chief financial officer of the Company. The Audit Committee
will continue to meet at least three times a year and otherwise as
required. Members of the Board (other than the members of the Audit
Committee), may be invited to attend all or part of the Audit
Committee's meetings as necessary. The external auditors may attend
meetings on a regular basis, both with and without executive
management being present.
The main responsibilities of the Audit Committee will include
monitoring the integrity of the Group's financial statements and
announcements on annual results; overseeing the relationship with
the external auditors; reviewing significant financial reporting
and accounting policy issues, the Group's risk management systems
and internal control processes; and ensuring effective
whistle-blowing procedures are maintained.
(c) Corporate Governance Code
While the Corporate Governance Code will no longer apply to the
Company following Cancellation, the Company will incorporate
certain principles of the Corporate Governance Code set out below
as part of its ongoing corporate governance policy.
(i) Leadership
- The Company will continue to be headed by an effective board
which is collectively responsible for the long-term success of the
Company.
- The Chairman will continue to be responsible for leadership of
the Board and ensuring its effectiveness on all aspects of its
role.
- As part of his or her role as a member of the Board, the
independent non-executive director will constructively challenge
and help develop proposals on strategy.
(ii) Effectiveness
- The Board and the Audit Committee will have the appropriate
balance of skills, experience, independence and knowledge of the
Company to enable them to discharge their respective duties and
responsibilities effectively.
- The Board will be supplied in a timely manner with information
in a form and of a quality appropriate to enable it to discharge
its duties.
- The Board will undertake a formal and rigorous annual
evaluation of its own performance and that of its committees and
individual directors.
(iii) Accountability
- The Board will be responsible for determining the nature and
extent of the significant principal risks it is willing to take in
achieving its strategic objectives. The Board will continue to
maintain sound risk management and internal control systems.
- The Board will continue to maintain formal and transparent
arrangements for considering how they will apply the corporate
reporting, risk management and internal control principles (which
will be implemented and monitored by the Audit Committee).
(iv) Relations with Shareholders
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- The Company will continue to maintain a dialogue with
Shareholders to engender a mutual understanding of its objectives.
The Board as a whole will have responsibility for ensuring that a
satisfactory dialogue with Shareholders continues.
(d) Shareholder Rights and Protections
Shareholders will also have the benefit of certain shareholder
rights that will be incorporated into the New Articles (as
described in further detail in paragraph 7 below). In addition and
as noted above, the Code will continue to apply to the Company for
ten years following the Company's re-registration as a private
limited company. They are as follows:
(i) Drag-Along Right: Where a majority of the Shareholders
(holding not less than 75 per cent. in nominal value of the issued
share capital of the Company) accept an offer from a third party
purchaser to buy their shares, those shareholders shall be entitled
to force the holders of the remaining 25 per cent. to accept such
an offer and sell their shares to the third party on the same terms
and conditions.
(ii) Tag-Along Right: Where a majority of the Shareholders
(holding not less than 75 per cent. in nominal value of the total
issued share capital of the Company) accept an offer from a third
party purchaser to buy their shares, the holders of the remaining
25 per cent. shall be entitled to force the selling shareholders
(who wish to sell their shares) to procure an offer for the shares
benefiting from the rights on the same terms and conditions.
Under the Tag-Along Right, the result is that one or more
minority shareholders may require a seller of shares to procure
that a proposed buyer acquiring a controlling interest in the
Company extends its offer to purchase the shares to all
shareholders of the Company. The Tag-Along Right acts as protection
for the minority holders in case the majority chooses not to
exercise its drag along rights. Under the Drag-Along Right, the
majority of the equity holders may accept an offer to buy their
equity and to force the remaining holders to accept the offer on
the same terms. The purpose of these provisions are to protect
certain Shareholders within the Company.
(e) Relationship Agreements
Each of Makayla, Limolines, Nervent and Mastin is currently
party to an existing relationship agreement with the Company, the
terms of such (in the case of the controlling shareholders) are
consistent with the requirements of Chapter 9 of the Listing Rules
(as regards arrangements with a Controlling Shareholder).
Under the terms of the existing relationship agreements,
Makayla, Limolines, Nervent and Mastin agreed, inter alia, to:
(i) conduct all transactions, agreements or arrangements entered
into between any member of the Group and themselves and all
relationships between any member of the Group and themselves on an
arm's length basis and on normal commercial terms and in accordance
with the related party transaction rules set out in the Listing
Rules;
(ii) not take any action that has or would have the effect of
preventing the Company or any other member of the Group from
complying with its obligations under the Listing Rules (including
the principle of equality of treatment of shareholders set out in
principle 5 of paragraph 7.2.1R of the Listing Rules, in accordance
with the terms of such principle);
(iii) not propose or procure the proposal of any resolution of
the Shareholders (or any class thereof) which is intended, or
appears to be intended, to circumvent the proper application of the
Listing Rules; and/or
(iv) abstain from voting on any resolution required by paragraph
11.1.7R(3) of the Listing Rules to approve a transaction with a
related party involving themselves.
Each of these existing relationship agreements will terminate
with effect from the Cancellation in accordance with their terms.
The Company has entered into new relationship agreements with each
of the Appointing Shareholders which take effect from Cancellation
to govern the arrangements between such Appointing Shareholders and
the Company when it is a private limited company.
Under the terms of such separate new relationship
agreements:
-- each of the Appointing Shareholders shall (and shall procure
that their relevant affiliates shall) conduct all transactions,
agreements or arrangements entered into between any member of the
Group and the relevant Shareholder (and its affiliates) and all
relationships between any member of the Group and the relevant
Shareholder (and its affiliates) on an arm's length basis and on
normal commercial terms; and
-- the relevant Shareholder shall have the right to nominate one
director to the Board for so long as it (and its associates) own
five (5) per cent. or more of the issued Shares.
The new relationship agreements will continue until the relevant
Shareholder (together with any of its associates) ceases to be
entitled to exercise (or to control the exercise of) on its own or
together with any of its associates five (5) per cent. or more of
the rights to vote at the Company's general meetings.
5. Trading in the Ordinary Shares after Cancellation
Whilst the Board believes that the Proposals are in the best
interests of the Shareholders as a whole, it recognises that the
Cancellation will reduce the transparency of trading in the
Company's shares. Following the Cancellation, although the Ordinary
Shares will remain transferable, it will no longer possible to
trade the shares on Main Market of the London Stock Exchange.
Accordingly, the Board has made arrangements for a matched bargain
settlement facility with the Company's registrar, Capita Asset
Services ("Capita"), (the "Facility") to be available with effect
from Cancellation to enable Shareholders to trade their Ordinary
Shares. Following the General Meeting and subject to the approval
of the Resolutions, Capita will contact all shareholders with
information on how to access this service. Contact details will
also be provided on the Company's website once implemented. To
access the Facility, Shareholders/new investors will need to
complete and submit a postal dealing form, which will be processed
by Capita on an order book. Where price expectations allow, orders
will be matched between buyers and sellers, and Capita will make
contact with the parties to confirm the price and arrange
settlement. Capita have been chosen by the Company because they are
one of the leading registrar services in the United Kingdom, they
currently maintain the Company's register of Shareholders and they
are one of the only matched bargain facility providers in the UK to
provide this service using Crest registered shares (meaning
existing Shareholders do not need a physical share certificate to
trade using this service).
Shares will continue to be eligible for CREST settlement.
6. Re-registration to a Private Limited Company
Conditional upon the approval of the Cancellation Resolutions,
the Board is asking Shareholders to approve the re-registration of
Ruspetro as a private limited company. Following the Cancellation,
the Board believes that the requirements and associated costs of
the Company maintaining its public company status will be difficult
to justify and that the Company will benefit from the more flexible
requirements and lower costs associated with private limited
company status. It is therefore proposed to re-register the Company
as a private limited company.
The Board also believes that the Company's development strategy
will be better achieved as a private company, without the
regulatory, disclosure and administrative processes required of a
publicly listed company.
The Directors believe that it would be better for the Company to
operate as a private company, as further capital can be raised
using a higher basis for valuation when funding is considered
necessary, thus enabling the Company to achieve the production
objectives that will realise the field's potential in order to
generate free cash flow.
Process for Re-registration
Assuming the resolution to approve the Re-registration is
passed, the Company intends to make an application to be
re-registered as a private limited company under the Companies Act
by the name of "Ruspetro Limited".
Under the Act, as part of the Re-registration, the Company is
required to make such changes to its articles of association as are
required in connection with the Company becoming a private company
limited by shares. The Resolutions include the adoption of the New
Articles. Details of the proposed New Articles are set out in
paragraph 7 below. The Re-registration requires the approval of not
less than 75 per cent. of the votes cast by Shareholders at a
general meeting.
7. Adoption of New Articles
Under resolution 3, the Board is asking Shareholders to approve
the adoption by the Company of the New Articles with effect from
Registration. The New Articles being adopted will include
provisions which the Directors believe to be appropriate for a
private limited company incorporated under the Companies Act with a
broad shareholder base. The proposed New Articles contain a number
of alterations when compared with the existing Articles of
Association of the Company (the "Existing Articles"), but the Board
consider the proposed New Articles to be more suitable for a
private limited company. The principal changes introduced by the
New Articles are summarised in Part II.
A copy of the Company's Existing Articles and the proposed New
Articles will be available for inspection during normal business
hours (excluding Saturdays, Sundays and bank holidays) at the
Company's registered office from the date of the Circular until the
close of the General Meeting. The proposed New Articles will also
be available for inspection at the General Meeting at least 15
minutes prior to the start of the meeting and up until the close of
the meeting.
8. Irrevocable Undertakings
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The following shareholders have irrevocably agreed to vote in
favour of all of the Resolutions in respect of the Ordinary Shares
they control:
Shareholder Shareholding Percentage Percentage
of votes of votes
entitled representing
to vote Independent
on all Resolutions Shareholdings
for the
purposes
of the Cancellation
Resolution
Limolines Transport
Limited(1) 153,424,368 17.63% -
Conchetta Consultants
Limited(1) 66,875,000 7.69% -
Makayla Investments
Limited(2) 76,630,306 8.81% -
129,849
Nervent Limited(3) 867 14.92% -
Roony Invest &
Finance S.A.(3) 7,590,036 0.87% -
Robert Jenkins(4) 197,974 0.02% 0.05%
Maurice Dijols(4) 180,322 0.02% 0.04%
John Conlin(4) 46,164 0.01% 0.01%
Mastin Holdings
Limited(5) 217,422,943 24.99% 50.46%
Igor Shamis 6,000,000 0.69% 1.39%
Total 75.65% 51.95%
Shares entitled
to vote 870,112,016 430,872,495
Notes:
1. Limolines Transport Limited and Conchetta Consultants Limited
are companies connected with Kirill Androsov, a non-executive
director of the Company, and in which Mr Androsov is deemed to have
a beneficial interest.
2. Makayla Investments Limited is controlled by and represents
the interests of Andrey Rappoport, a founding shareholder of the
Company.
3. Nervent Limited and Roony Invest & Finance S.A. are
controlled by and represent the interests of Alexander Chistyakov,
the chairman of the Company.
4. Directors.
5. Mastin Holdings Limited is beneficially owned and controlled
by Sergey Gordeev, a non-executive director of the Company.
Therefore, it is anticipated that the Resolutions will be
approved at the General Meeting.
9. General Meeting
A notice convening a General Meeting to be called for at the
offices of White & Case LLP, 5 Old Broad Street, London EC2N
1DW at 10.30 a.m. on 5 May 2016 at which the Resolutions will be
proposed as set out at the end of the Circular.
The purpose of the General Meeting is to consider and, if
thought fit, pass the Resolutions as set out in full in the Notice
of General Meeting. The Cancellation is conditional on the passing
of the first and second Resolutions, the Re-registration is
conditional on the passing of the first, second and third
Resolutions and adoption of the New Articles is conditional on the
passing of the all Resolutions. Unless all the Resolutions are
approved by the Shareholders (and the first Resolution is also
approved by the Independent Shareholders), the Cancellation, the
Re-registration and adoption of New Articles will not occur.
10. Action to be taken
Shareholders will find enclosed with the Circular a Form of
Proxy for use in connection with the General Meeting.
Shareholders, whether or not they propose to attend the General
Meeting in person, are requested to complete, sign and return the
Form of Proxy, in accordance with the instructions printed thereon,
so as to be received by the Company's registrars, Capita Registrars
as soon as possible and, in any event, by not later than 10.30 a.m.
on 5 May 2016. Completion and return of the Form of Proxy will not
preclude Shareholders from attending and voting at the General
Meeting in person if they wish to do so. If you hold shares in
CREST, you may appoint a proxy by completing and transmitting a
CREST Proxy Instruction to the Registrar (CREST participant ID
RA10), so that it is received by no later than 10.30 a.m. on 3 May
2016. The completion and return of a CREST Proxy Instruction will
not preclude you from attending and voting in person at the General
Meeting or any adjournment thereof, if you so wish and are so
entitled.
If the Form of Proxy is not returned or the CREST Proxy
Instruction not submitted by 10.30 a.m. on 3 May 2016, your vote
will not count.
If you are in any doubt as to the action you should take, you
are recommended to seek your own financial advice immediately from
your stockbroker, bank manager, solicitor, accountant or other
appropriate independent financial adviser authorised under the FSMA
if you are resident in the United Kingdom or, if not, from another
appropriately authorised independent financial adviser.
11. Consequences of a failure to approve the Resolutions
If Shareholders do not approve the Resolutions, the Company will
remain on the Official List and its Ordinary Shares will continue
to trade on the London Stock Exchange. Failure to approve the
Resolutions in the short term will not materially affect the
Company. However, in the longer term the Directors believe that
Company will face considerable risks as a listed company with
regard to its financing and investment strategy as described in
detail in section 2 of the Circular.
A requirement for significant additional funding over and above
existing facilities and forward sale arrangements within the next
1-2 years, depending on the development scenario and the oil price
environment, has been identified by the Directors. Without this
additional funding the Group will need to implement actions which
will adversely affect its ability to maintain production levels and
which will be detrimental to its development and production
capabilities, thus probably exposing the Group to a breach in the
production covenant to its primary lender. In such circumstances
the Group's financial position would be very uncertain and it may
be forced to undertake a capital restructuring which would be
highly dilutive for Shareholders or the primary lender may enforce
its security over the Group's principal assets leaving Shareholders
with little or no value.
The Company will continue to be in breach of the Listing Rules
requirement for the number of shares in public hands. If the
Company is unable, as has been the case since December 2014 and
appears likely to continue to be the case, to restore the number of
shares in public hands to 25 per cent. or more, the UKLA may
require the cancellation of the Company's listing in any event.
The Directors recognise that cancelling the Company's listing
means Shareholders losing significant rights and protections.
However, the Directors are of the opinion that the Proposals set
out in the Circular offer the best platform from which to secure a
future for all Shareholders. Accordingly, the Board unanimously
recommends that all Shareholders vote in favour of the
Resolutions.
Shareholders should note that sufficient irrevocable
undertakings to vote in favour of the Resolutions have been
obtained to approve the Resolutions in any event.
12. Documents available for inspection
Copies of the following documents will be made available for
inspection during normal business hours on any weekday (except
Saturdays and public holidays) at the registered office of the
Company at Fourth Floor, 58 Grosvenor Street, London W1K 3JB up to
and including the General Meeting:
(a) the Memorandum and Articles of Association of the Company;
(b) a draft of the New Articles;
(c) the register of Directors' interests in the share capital of the Company;
(d) the irrevocable undertakings referred to in paragraph 8 of this Part I;
(e) the Circular; and
(f) the Proxy Form.
13. Recommendation
The Board considers the Proposals to be in the best interests of
Shareholders as a whole and most likely to promote the success of
the Company. Accordingly, the Board unanimously recommends
Shareholders to vote in favour of the Resolutions to be proposed at
the General Meeting, as all Directors have either irrevocably
undertaken or indicated their intention to do in respect of their
own beneficial holdings of Ordinary Shares, amounting to 0.06 per
cent. of the votes available to be cast at the General Meeting.
The Company has received irrevocable undertakings to vote in
favour of the Resolutions representing 75.65 per cent. of all votes
entitled to vote at general meetings and 51.95 per cent. of the
votes of Independent Shareholders. Therefore, it is anticipated
that the Resolutions will be approved at the General Meeting.
The Circular will be posted to shareholders later today and has
also been submitted to the National Storage Mechanism and will be
available for viewing shortly at http://www.hemscott.com/nsm.do.
The Circular will also be available on the Company's website at
www.ruspetro.com and copies of the Circular will be made available
at the Company's registered office at Fourth Floor, 58 Grosvenor
Street, London W1K 3JB, United Kingdom.
For further information please visit www.ruspetro.com
Enquiries:
Investors / Analyst enquiries
Dominic Manley, Ruspetro
+44 20 7318 1630
Media enquiries
Ben Brewerton - FTI Consulting
+44 20 3727 1000
Disclaimer
(MORE TO FOLLOW) Dow Jones Newswires
April 14, 2016 02:00 ET (06:00 GMT)
This announcement is not intended to and does not constitute or
form part of any offer to sell or invitation to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the proposals set out herein or otherwise,
nor shall it (or the fact of its distribution) form the basis of,
or be relied on in connection with, any contract therefor or be
considered a recommendation that any investor should subscribe for
or purchase or invest in any securities.
Any such offer or invitation will be made solely by means of the
prospectus to be published by the Company in due course. This
announcement has not been examined or approved by the Financial
Conduct Authority (the "FCA") or any other regulatory authority.
The distribution for this announcement in certain jurisdictions may
be restricted by law and therefore persons into whose possession
this announcement comes should inform themselves about and observe
any such restrictions. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdiction.
The securities referred to herein have not been and will not be
registered under the US Securities Act of 1933 as amended (the
"Securities Act") or under any US state securities laws and may not
be offered or sold within the United States unless any such
securities are registered under the Securities Act or an exemption
from the registration requirements of the Securities Act and any
applicable state laws is available.
Strand Hanson Limited, which is authorised and regulated in the
United Kingdom by the FCA has been appointed as Sponsor to the
Company in connection with the Proposals. Strand Hanson Limited
will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Strand Hanson
Limited nor for providing advice in relation to the Proposals, the
content of this announcement or any matter referred to herein.
Schedule
The following definitions apply throughout this announcement
unless the context requires otherwise:
"Act" or "Companies the Companies Act 2006 (as amended);
Act"
"Business Day" a day (other than a Saturday
or Sunday) when commercial banks
are open for ordinary banking
business in London, United Kingdom;
"Cancellation" the cancellation of the listing
of the Ordinary Shares on the
premium segment of the Official
List and trading on the London
Stock Exchange's main market
for listed securities;
"Code" The City Code on Takeovers and
Mergers;
"Company" or "Ruspetro" Ruspetro plc;
"Conchetta" Conchetta Consultants Limited,
a company incorporated in the
British Virgin Islands and controlled
by Altera Investment Fund SICAV-SIF;
"Corporate Governance the UK Corporate Governance Code
Code" published by the Financial Reporting
Council dated September 2014;
"CREST" the computerised settlement system
(as defined in the Regulations)
operated by CRESTCo which facilitates
the transfer of title to shares
in uncertificated form;
"CRESTCo" CRESTCo Limited, the operator
of CREST;
"CREST member" a person who has been admitted
by CRESTCo as a system-member
(as defined in the Regulations);
"CREST sponsored a CREST member admitted to CREST
member" as a sponsored member;
"Disclosure and the disclosure rules and transparency
Transparency Rules" rules made under Part VI of FSMA
(as set out in the FCA Handbook),
as amended from time to time;
"Directors" or the directors of the Company,
"Board" at the date of this document
whose names are set out on page
3 of this document together with,
where the context so requires,
their families and persons connected
with them (within the meaning
of section 252 of the Act);
"Form of Proxy" the form of proxy accompanying
this document for use by Shareholders
in connection with the General
Meeting (or any adjournment thereof);
"Founding Shareholders" Limolines, Makayla, Nervent,
Roony and Mr Thomas Reed;
"GBP" or "GBP" pounds sterling, the lawful currency
for the time being of the United
Kingdom.
"General Meeting" the general meeting of the Company
to be held at the offices of
White & Case LLP, 5 Old Broad
Street, London EC2N 1DW at 10.30
a.m. on 5 May 2016 (or any adjournment
thereof), notice of which is
set out at the end of this document;
"Group" the Company and its subsidiaries
and associated undertakings;
"Independent Shareholders" the Shareholders of the Company
other than the Founding Shareholders
and Conchetta;
"Issued Share all Ordinary Shares in issue
Capital" from time to time;
"Latest Practical 13 April 2016 (the latest practicable
Date" date prior to the publication
of this document);
"Limolines" Limolines Transport Limited,
a company incorporated in and
existing under the laws of the
Republic of Cyprus and controlled
by Andrey Likhachev;
"Listing Rules" the rules published by the Financial
Conduct Authority and contained
in the Listing Rules sourcebook;
"London Stock London Stock Exchange plc;
Exchange"
"Makayla" Makayla Investments Limited,
a company incorporated under
the laws of the British Virgin
Islands, and wholly owned by
Andrey Rappoport;
"Mastin" Mastin Holdings Limited, a company
incorporated under the laws of
Cyprus, and beneficially owned
and controlled by Sergey Gordeev;
"Nervent" Nervent Limited, a company incorporated
under the laws of the British
Virgin Islands, and owned by
Alexander Chistyakov;
"New Articles" the proposed new articles of
association of the Company to
be adopted following the Cancellation
and with effect from Re-registration
to reflect the change of status
of the Company to a private limited
company;
"Open Offer" the offer of 183,359,814 Ordinary
Shares to certain qualifying
shareholders of the Company as
detailed in the Prospectus;
"Ordinary Shares" ordinary shares of GBP0.10 each
in the capital of the Company;
"Panel" the Panel on Takeovers and Mergers;
"Placing" the offer and issue of 150,188,572
Ordinary Shares to certain Shareholders
as detailed in the Prospectus;
"Proposals" The proposed Cancellation, Re-registration
and adoption of New Articles,
the subject of this circular
"Prospectus" the prospectus published by the
Company on 17 November 2014;
"Regulations" the Uncertificated Securities
Regulations 2001 (SI 2001 No.
2001/3755);
"Re-registration" the proposed re-registration
of the Company as a private limited
company under the Companies Act;
"Resolutions" the resolutions of the Shareholders
(or the Independent Shareholders
as the context requires) to be
proposed at the General Meeting
and set out in the notice of
the General Meeting at the end
of this document;
(MORE TO FOLLOW) Dow Jones Newswires
April 14, 2016 02:00 ET (06:00 GMT)
"Restructuring" the financial and debt restructuring
of Ruspetro which completed on
11 December 2014
"Shareholder" a holder of Ordinary Shares;
"UK" or "United the United Kingdom of Great Britain
Kingdom" and Northern Ireland;
"UKLA" or "UK the Financial Conduct Authority
Listing Authority" acting in its capacity as competent
authority for the purposes of
the Financial Services and Markets
Act 2000;
"uncertificated" recorded on the relevant register
or "in uncertificated or other record of the share
form" or other security concerned as
being held in uncertificated
form in CREST, and title to which,
by virtue of the Regulations,
may be transferred by means of
CREST; and
"US$" or "$" US dollars, the lawful currency
for the time being of the United
States of America.
This information is provided by RNS
The company news service from the London Stock Exchange
END
CIRDGGDSIBBBGLX
(END) Dow Jones Newswires
April 14, 2016 02:00 ET (06:00 GMT)
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