TIDMUEN
RNS Number : 9164Q
Urals Energy Public Company Limited
22 February 2019
22 February 2019
Urals Energy Public Company Limited
("Urals Energy", the "Company" or the "Group")
Result of extraordinary general meeting
The newly elected Board of Directors of Urals Energy PCL (the
"Company"), would like to thank those shareholders who have voted
for them the recent extraordinary general meeting (the "EGM") and
announce results of the EGM and the new Board's strategy going
forward.
Results of the EGM
At the EGM held earlier today all of the resolutions, apart from
resolution 4, were duly passed. Resolution 4 proposed that Vladimir
Rusinov be appointed as a director of the Company. As a result, the
Board now comprises Alexei Maximov, Vasily Mescheryakov and
Jean-Pascal Peltier.
The votes cast for and against each resolution were as
follows:
1. Resolution THAT Andrew Henry Shrager be removed from office
as director of the Company in accordance with section 178 of the
Companies Law Cap. 113. (the "Law") with immediate effect
For: 7,402,083 votes / 88.82% (2,705,843 votes / 65.56%
excluding the requisitioner's votes)
Against: 931,829 votes / 11.18%
2. Resolution THAT Leonid Y. Dyachenko be removed from office as
director of the Company in accordance with section 178 of the Law
with immediate effect
For: 7,402,083 votes / 88.82% (2,705,843 votes / 65.56%
excluding the requisitioner's votes)
Against: 931,829 votes / 11.18%
3. Resolution THAT Stephen Myers Buscher be removed from office
as director of the Company in accordance with section 178 of the
Law with immediate effect
For: 7,402,083 votes / 88.82% (2,705,843 votes / 65.56%
excluding the requisitioner's votes)
Against: 931,829 votes / 11.18%
4. Resolution THAT Vladimir Rusinov be appointed as director of
the Company in accordance with Regulation 15 of the Company's
Articles of Association with immediate effect
For: 1,109,689 votes / 15.58%
Against: 6,010,625 votes / 84.42%
5. Resolution THAT Alexey Maximov be appointed as director of
the Company in accordance with Regulation 15 of the Company's
Articles of Association with immediate effect
For: 8,341,168 votes / 87.71%
Against: 1,168,810 votes / 12.29%
6. Resolution THAT Vasily Mescheryakov be appointed as director
of the Company in accordance with Regulation 15 of the Company's
Articles of Association with immediate effect
For: 7,420,849 votes / 88.84%
Against: 931,829 votes / 11.16%
7. Resolution THAT Jean-Pascal Hilaire Peltier be appointed as
director of the Company in accordance with Regulation 15 of the
Company's Articles of Association with immediate effect
For: 7,666,441 votes / 89.16%
Against: 931,829 votes / 10.84%
Suspension of trading in the Company's shares on AIM
As the first order of business, the Board are committed to use
all means possible to lift the suspension of trading in the
Company's shares on AIM due to the resignation of the nominated
adviser, announced on 14 February 2019. The Board are in
discussions with a number of nominated advisers regarding an
appointment. Shareholders should note that if a nominated adviser
is not appointed within 30 days of the resignation of the previous
nominated adviser then trading in the Company's shares on AIM will
be cancelled. Further updates will be announced as appropriate.
Financial concerns
The Board recognizes that the Company's financial standing
requires urgent evaluation. For these purposes the Directors are
working with the Company's Chief Financial Officer and are planning
to:
1. Seek assurance that the Company has sufficient sources of working capital;
2. Evaluate the Company's existing debt situation, as well as possible new sources of financing;
3. Recommend and implement cost-cutting measures; and
4. Re-assess all the loans given by the Company.
Corporate governance
The Board is working on a road-map and timeline of specific
actions that will strengthen the Company's corporate governance and
systems, procedures and controls, at all levels of the parent
company and the Russian subsidiaries to seek to make it compliant
with the requirements of a company whose shares are traded on
AIM.
Annual general meeting
The Board plans to hold the annual general meeting in March
2019. The agenda of the meeting will be announced separately.
Going forward
The Board acknowledges that in the last several months the
Company was forced to endure a period of discontent and uncertainty
and wishes to turn the page and move forward. They believe that,
even though the history of Urals Energy has included a number of
dramatic events, power struggles and disagreements between
stakeholders, its asset base and their unique geographic location
puts the Company on track for further expansion and shareholder
value creation.
While the Board still requires time to fully assess all the
intricacies of daily operations at all the producing companies, we
will support the following:
-- Increasing the productivity of existing assets, including
strengthening supervision of all drilling and other well-related
works;
-- Accelerating all necessary steps to achieve oil production at RK Oil and BVN Oil;
-- Widening the product offering and re-evaluating possible new
export routes from Sakhalin island to neighboring countries;
-- Growing the asset base of the Company by seeking out assets
that add value and bring additional revenue to its core
operations;
-- Actively participating in the Kholmsk Port management and
strategic development to enhance its revenue stream to Urals
Energy;
-- Maintaining and fortifying mutually beneficial cooperation
with local administrations aimed at long-term support of the
Company's operations and expansion;
-- Strengthening and expanding relations with partners,
especially with Petraco Oil Group, the support of which the Company
has enjoyed for decades;
-- Strengthening the management team by hiring new professionals, as appropriate;
-- Returning institutional investors to the list of active Urals Energy shareholders.
Finally, we intend to improve communications with our
shareholders, for which we intend to reintroduce the monthly
Q&A section on the Company's web-site and annual (if necessary
- more frequent) interviews with the Company's executives.
The Company provides the following details on the new
directors.
Mr Alexei Maximov, Chairman (aged 59)
Mr Maximov currently holds or has held the following
directorships and partnerships within the last five years:
Current directorships and partnerships Past directorships and partnerships
held within the last five
years
None Executive director of Urals
Energy PCL (2009-2014), 227,927
Company shares held
------------------------------------
Mr Jean-Pascal Hilaire Peltier, Director (aged 42), Head of
Remuneration Committee
Mr Peltier currently holds or has held the following
directorships and partnerships within the last five years:
Current directorships and partnerships Past directorships and partnerships
held within the last five
years
None CEO of "RB Factoring" (2011-2017),
no Company shares held
------------------------------------
In 2014, UAE bank foreclosed on Mr Peltier's personal real
estate, mortgaged to secure a credit facility. In 2018, the
mortgage was repaid under a settlement agreement.
Mr Vasily Mescheryakov, Director (aged 49), Head of Audit
Committee
Mr Mescheryakov currently holds or has held the following
directorships and partnerships within the last five years:
Current directorships and partnerships Past directorships and partnerships
held within the last five
years
None None, no Company shares held
------------------------------------
Enquiries
Urals Energy Public Company Limited
Alexei Maximov, Chairman
Tel: +357 22 451686
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END
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