Conversion of Suspended Voting Ordinary Shares

RNS Number : 7403I

Genel Energy PLC

05 July 2013

 



5 July 2013

Genel Energy Plc (the "Company")

Conversion of Suspended Voting Ordinary Shares to Voting Ordinary Shares

The Company announces that, following a transfer of 3,425,001 Suspended Voting Ordinary Shares by UB Holdings FZE ("UB"), 1,000,000 Suspended Voting Ordinary Shares by Murat Yazici and 1,000,000 Suspended Voting Ordinary Shares by Citrus Energy International Group Sarl ("Citrus") to third party purchasers who are not an Affiliate (as such term is defined in the statement of rights attaching those shares), it has converted those 5,425,001 Suspended Voting Ordinary Shares, in accordance with their terms, into 5,425,001 Voting Ordinary Shares, each of which will rank pari passu with the existing Voting Ordinary Shares.

Following the transfer, Murat Yazici continues to hold 1,158,379 Suspended Voting Ordinary Shares, UB continues to hold 3,106,579 Suspended Voting Ordinary Shares and Citrus continues to hold 4,358,149 Suspended Voting Ordinary Shares out of a total of 54,761,517 Suspended Voting Ordinary Shares.

For further information please contact:

Sarah Robertson, Deputy Company Secretary

Natalie Fortescue, Head of Investor Relations

Genel Energy   

[phone]

Notes on voting rights

The Suspended Voting Ordinary Shares were issued to the selling shareholders of Genel Energy International Limited in consideration for its merger with the Company in November 2011 so as to ensure that such selling shareholders and their affiliates' aggregate holding of Voting Ordinary Shares did not and does not exceed 30%.  As previously announced by the Company on 8 April 2013, Petroleum Resources Management N.V, exercised its right to distribute its Suspended Voting Ordinary Shares in the Company to its own shareholders, including Murat Yazici, Citrus and UB.

In connection with the 5,425,001 Voting Ordinary Shares that arise as a result of the conversion, a further 2,325,001 Voting Ordinary Shares have arisen on the conversion of Suspended Voting Ordinary Shares in accordance with their terms. In total, the Voting Ordinary Share capital of the Company has increased by 7,750,002 Voting Ordinary Shares to 225,486,681 Voting Ordinary Shares.

Applications will be made to the UK Listing Authority for 7,750,002 Voting Ordinary Shares to be admitted to the standard listing segment of the Official List of the UK Listing Authority, and to the London Stock Exchange plc for the same 7,750,002 Voting Ordinary Shares to be admitted to trading on the London Stock Exchange's main market for listed securities (Admission). It is expected that the Admission will become effective, and that dealings in such shares will commence, at 8.00 a.m. on or around 10^th July 2013.

Following the Admission on 10^th July 2013, the total number of Ordinary Shares will be 280,248,198 (of which 225,486,681 will be Voting Ordinary Shares and 54,761,517 will be Suspended Voting Ordinary Shares).

This announcement does not constitute or form part of any offer or invitation to purchase, otherwise acquire, issue, subscribe for, sell or otherwise dispose of any securities, nor any solicitation of any offer to purchase, otherwise acquire, issue, subscribe for, sell or otherwise dispose of, any securities. The securities of the Company referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States unless they are registered with the U.S. Securities and Exchange Commission or an exemption from the registration requirements of the Securities Act is available. The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions. 

 

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