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Urals Energy PCL (UEN)

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Friday 21 April, 2017

Urals Energy PCL

Notice of Extraordinary General Meeting

RNS Number : 9269C
Urals Energy Public Company Limited
21 April 2017
 

 


 

 

 

 

21 April 2017

Urals Energy Public Company Limited

 

("Urals Energy", the "Company" or the "Group")

 

Proposed Share Consolidation

Proposed Share Premium Reduction

and

Notice of Extraordinary General Meeting

 

Further to the Company's announcement made on 18 January 2017, Urals Energy PCL (AIM:UEN), the independent exploration and production company with operations in Russia, is pleased to announce proposals to reduce the Company's share premium account and perform a share consolidation.

It is proposed that the Company's share premium account be reduced from US$656,167,589 to nil by writing off the losses of the Company equivalent to this reduction of share premium account (the "Share Premium Reduction"). It is further proposed that the Company performs a share consolidation, whereby every 20 existing ordinary shares of nominal value of US$0.0063 each in the share capital of the Company be replaced by 1 new ordinary share of nominal value US$0.126 (the "Share Consolidation").

In connection with the above proposals, an Extraordinary General Meeting (the "EGM") of the Company will be held on 26 May 2017 at 11:00 a.m. (Cyprus time) at the registered office of the Company at Menandrou 3, Glafkos Tower, 5th Floor, Office 501, 1066 Nicosia, Cyprus.

The purpose of the EGM is to consider and, if fit, to adopt the following resolutions (the "Resolutions"):

 

1. SPECIAL RESOLUTION 

 

That the share premium account of the Company which has been established pursuant to section 55 of the Companies Law, Cap 113, be reduced and same is hereby reduced from US$656,167,589.00 to nil by writing off the losses of the Company equivalent to this reduction of share premium account.

 

2. ORDINARY RESOLUTION

 

That the 300,000,000 existing ordinary shares of nominal value US$0.0063 each in the authorised but unissued share capital of the Company ("Existing Authorised Ordinary Shares") be and the same are hereby consolidated and divided into 15,000,000 new ordinary shares of nominal value US$0.126 each ("New Authorised Ordinary Shares").

 

That the 252,446,060 existing ordinary shares of nominal value US$0.0063 each in the issued share capital of the Company ("Existing Issued Ordinary Shares") be and the same are hereby consolidated and divided into 12,622,303 new ordinary shares of nominal value US$0.126 each ("New Issued Ordinary Shares").

 

That shareholders not holding a number of Existing Issued Ordinary Shares resulting in a whole number when divided by the adjustment ratio of 20:1 shall, on implementation of the Share Consolidation have their shareholding adjusted (so that in case of any fractions of New Issued Ordinary Shares the number will be rounded down to one whole New Issued Ordinary Share), so as to receive a whole number of shares. Any remaining fractions of New Issued Ordinary Shares resulting after the rounding down, will be aggregated and sold in the market on behalf of the respective shareholders at the best price reasonably obtainable and the net proceeds of the sale will be distributed pro rata among such shareholders who would otherwise have been entitled thereto unless the amount to be distributed would be less than GBP £5.00 in which case such amount shall not be distributed but shall be donated to an organization which is a charity registered under the laws of the Republic of Cyprus, as the Board of Directors may, at their sole discretion, determine.

 

 

A letter to shareholders setting out the full details of and the background to the Share Premium Reduction and the Share Consolidation (the "Letter to Shareholders"), a notice to convene the EGM, a form of proxy and a form of instruction will shortly be posted on the Company's website (www.uralsenergy.com). These documents will be sent to shareholders on or around 28 April 2017.

 

The above summary should be read in conjunction with the full text of this announcement below and the Letter to Shareholders. Extracts from the Letter to Shareholders are set out further below.

 

For further information, please contact:

 

Urals Energy Public Company Limited


Andrew Shrager, Chairman

Leonid Dyachenko, Chief Executive Officer

Sergey Uzornikov, Chief Financial Officer

Tel: +7 495 795 0300


www.uralsenergy.com

 

Allenby Capital Limited

Nominated Adviser and Broker


Nick Naylor / Alex Brearley

Tel: +44 (0) 20 3328 5656


www.allenbycapital.com

 

 

 

Extracts from the Letter to Shareholders

 

 

 

 

Urals Energy Public Company Limited

 

("Urals Energy", the "Company" or the "Group")

 

Proposed Share Consolidation

Proposed Share Premium Reduction

and

Notice of Extraordinary General Meeting

 

 

The Company announces proposals to reduce the Company's share premium account from US$656,167,589.00 to nil by writing off the losses of the Company equivalent to this reduction of share premium account (the "Share Premium Reduction") and to perform a share consolidation, whereby every 20 existing ordinary shares of nominal value of US$0.0063 each in the share capital of the Company be replaced by 1 new ordinary share of nominal value US$0.126 (the "Share Consolidation").

In connection with the above proposals, I am writing to inform you that an Extraordinary General Meeting (the "EGM") of the Company will be held on 26 May 2017 at 11:00 a.m. (Cyprus time) at the registered office of the Company at Menandrou 3, Glafkos Tower, 5th Floor, Office 501, 1066 Nicosia, Cyprus. The purpose of the meeting is to consider and, if fit, to adopt the following resolutions (the "Resolutions"):

 

1. SPECIAL RESOLUTION 

 

That the share premium account of the Company which has been established pursuant to section 55 of the Companies Law, Cap 113, be reduced and same is hereby reduced from US$656,167,589.00 to nil by writing off the losses of the Company equivalent to this reduction of share premium account.

 

2. ORDINARY RESOLUTION

 

That the 300,000,000 existing ordinary shares of nominal value US$0.0063 each in the authorised but unissued share capital of the Company ("Existing Authorised Ordinary Shares") be and the same are hereby consolidated and divided into 15,000,000 new ordinary shares of nominal value US$0.126 each ("New Authorised Ordinary Shares").

 

That the 252,446,060 existing ordinary shares of nominal value US$0,0063 each in the issued share capital of the Company ("Existing Issued Ordinary Shares") be and the same are hereby consolidated and divided into 12,622,303 new ordinary shares of nominal value US$0.126 each ("New Issued Ordinary Shares").

 

That shareholders not holding a number of Existing Issued Ordinary Shares resulting in a whole number when divided by the adjustment ratio of 20:1 shall, on implementation of the Share Consolidation have their shareholding adjusted (so that in case of any fractions of New Issued Ordinary Shares the number will be rounded down to one whole New Issued Ordinary Share), so as to receive a whole number of shares. Any remaining fractions of New Issued Ordinary Shares resulting after the rounding down, will be aggregated and sold in the market on behalf of the respective shareholders at the best price reasonably obtainable and the net proceeds of the sale will be distributed pro rata among such shareholders who would otherwise have been entitled thereto unless the amount to be distributed would be less than GBP £5.00 in which case such amount shall not be distributed but shall be donated to an organization which is a charity registered under the laws of the Republic of Cyprus, as the Board of Directors may, at their sole discretion, determine.

 

The purpose of this letter is to provide shareholders with the background to the proposed Share Premium Reduction and Share Consolidation and to set out the reasons why the Directors consider that the Resolutions are in the best interests of the Company and the shareholders as a whole and why the Board recommends that you should vote in favor of the resolutions to be proposed at the EGM convened for 11:00 a.m. (Cyprus time) on 26 May 2017.

 

Reasons for the Share Premium Reduction

The Company has a large share premium reserve, as a result of earlier share issues at substantial premiums. On the other hand, it has substantial accumulated losses in its profit and loss balance, mostly due to the large write-offs incurred after 2008. While this large loss remains, it will not be possible to lawfully reward shareholders with dividends from the improved performance of the Company. The effect of the proposed Share Premium Reduction, if approved and finalised, will be to offset the Company's accumulated losses against its capital reserve, but still leave a balance of positive capital reserves, to allow the Company to pay dividends in due course.

Section 46 of the Table A of the Companies Law, Cap 113 provides that the Company may by special resolution reduce its share premium account in any manner and with, and subject to, any incident authorized, and consent required, by law. 

Further details of the Share Premium Reduction

Under the Cyprus Companies Law Cap.113 (as subsequently amended), a public company may reduce its share capital and share premium account, provided that the company, inter alia, obtains the approval of its shareholders by special resolution in general meeting and that the competent Court sanctions the reduction. If the special resolution for the Share Premium Reduction is approved by shareholders at the EGM, then the Company will, as soon as practicably possible, proceed to file a Court application in respect of the Share Premium Reduction to the Courts in Cyprus. If the above special resolution is approved by shareholders at the EGM, then update announcements in respect of the Court process in Cyprus will be provided by the Company at the appropriate times.

It is expected that a Court order sanctioning the Share Premium Reduction shall be obtained after approximately one month from the date of the filing of the Court application (which can take place after the EGM) and the Share Premium Reduction would be registered in the public records of the Registrar of Companies in Cyprus, shortly afterwards. The Share Premium Reduction will become effective upon filing of the special resolution and the Court order with the Registrar of Companies in Cyprus.

In general, the Court will not normally inquire as to the reasons or motive behind the decision to reduce the share premium account and it will sanction such reduction if it is satisfied that the creditors of a company will not be adversely affected as a result of the reduction. Therefore, in granting the order, the Court will first have regard to the interests of the Company's creditors. In light of the above, written consent letters shall be obtained by all current creditors of the Company in respect of the Share Premium Reduction.

The Board reserves the right (where necessary by application to the Cyprus Courts) to abandon, discontinue or adjourn any application to the Courts for confirmation of the Share Premium Reduction, and hence the Share Premium Reduction itself, if the Board believes that the terms required to obtain confirmation are unsatisfactory to the Company or if as the result of a material unforeseen event the Board considers that to continue with the Share Premium Reduction is inappropriate or inadvisable.  

Potential future dividend policy

As indicated in the Company's announcement made on 18 January 2017, subject to Shareholder approval of the Share Premium Reduction and all necessary Court approvals, then following the completion of the Share Premium Reduction, it would be the Board's intention to propose a dividend policy that is linked to the Group's EBITDA, which the Board believes is the best indicator of the Group's cash generation, but subject to adjustments if there are large negative swings in exchange rates and other factors which might affect its reported profit for the year.

Reasons for the Share Consolidation

The Board believes that the Share Consolidation may assist in reducing the volatility in the Company's share price and enable a more consistent valuation of the Company. The Board also believes that the bid/offer spread on shares priced at low absolute levels can be disproportionate to the share price and therefore to the detriment of shareholders.

 

Further details of the Share Consolidation

The rights attaching to the New Issued Ordinary Shares will, apart from the change in nominal value of the shares and the number of shares allocated to each Shareholder, be identical in all respects to those of the Existing Issued Ordinary Shares.  Immediately following the Share Consolidation, shareholders will still hold the same proportion of the Company's ordinary share capital as before the Share Consolidation (save in respect of any fractional entitlements, as further described below).

Shareholders not holding a number of Existing Issued Ordinary Shares resulting in a whole number when divided by the adjustment ratio of 20:1 shall, on implementation of the Share Consolidation have their shareholding adjusted by rounding down, so as to receive a whole number of New Issued Ordinary Shares. In connection with the Share Consolidation, the Company will seek to ensure that all such shareholders shall receive the respective number of whole New Issued Ordinary Shares so that in case of any fractions of New Issued Ordinary Shares the number will be rounded down to one whole New Issued Ordinary Share. Any remaining fractions of New Issued Ordinary Shares resulting after the rounding down, will be aggregated and sold in the market on behalf of the respective shareholders at the best price reasonably obtainable and the net proceeds of the sale will be distributed pro rata among such shareholders who would otherwise have been entitled thereto unless the amount to be distributed would be less than GBP £5.00 in which case such amount shall not be distributed but shall be donated to an organization which is a charity registered under the laws of the Republic of Cyprus, as the Board of Directors may, at their sole discretion, determine.

 

The ISIN (International Securities Identification Number) code for the Existing Authorised Ordinary Shares and the Existing Issued Ordinary Shares is CY0000111027.  Following the Share Consolidation the new ISIN code for the Company's New Authorised Ordinary Shares and New Issued Ordinary Shares will be CY0107130912. 

The latest time and date for dealings in Existing Issued Ordinary Shares prior to the Share Consolidation will be the close of business on 26 May 2017.

Following the Share Consolidation, there will be a total of 12,622,303 New Issued Ordinary Shares in issue. 

Application will be made to AIM for the 12,622,303 New Issued Ordinary Shares to be admitted to trading on AIM ("Admission"). It is expected that such Admission will become effective and that dealings will commence in the New Issued Ordinary Shares at 8.00 a.m. on 30 May 2017.

Following Admission, replacement share certificates will be despatched by first class post to shareholders in respect of newly denominated New Issued Ordinary Shares held in certificated form. Share certificates in respect of New Issued Ordinary Shares are expected to be despatched by 2 June 2017. Following Admission, all share certificates previously issued will no longer be valid and should be destroyed.

All entitlements under outstanding share options and warrants and grants of conditional share awards pursuant to the Company's performance share plan shall be recalculated accordingly as a result of the Share Consolidation, with entitlements rounded down to the nearest whole share.

 

Expected timetable

The expected timetable for the Share Premium Reduction and the Share Consolidation is as follows: 

 

Despatch of this document

28 April 2017

Latest time and date for receipt of Proxy forms

11:00 a.m. (Cyprus time) on 24 May 2017

Latest time and date for receipt of Forms of Instruction

9:00 a.m. (UK time) on 23 May 2017

Extraordinary General Meeting

11:00 a.m. (Cyprus time) on 26 May 2017

Record Date for the Share Consolidation

26 May 2017

Admission effective and dealings in New Issued Ordinary Shares commences on AIM

 

Following Admission, the ISIN of the New Issued Ordinary Shares shall be CY0107130912

8:00 a.m. (UK time) on 30 May 2017

CREST accounts credited with depository interests representing New Issued Ordinary Shares

30 May 2017

Cancellation of Existing Authorised Ordinary Shares and Existing Issued Ordinary Shares

30 May 2017

New share certificates despatched on or before

2 June 2017

Anticipated date for Share Premium Reduction

On or around 10 July 2017

 

Notes:

 

If any of the above times or dates should change, the revised times and/or dates will be notified to shareholders by announcement through a regulatory information service.

 

The date of the Share Premium Reduction may be subject to changes in the dates of Court hearings, which may be subject to change by the Court and, in certain circumstances, the Company.

 

Actions to be taken

 

The formal notice of EGM and the Resolutions to be proposed are attached to this letter.

 

You will find enclosed a Proxy for use at the EGM. Please complete, sign and return the enclosed Proxy as soon as possible in accordance with the instructions printed thereon. Proxies should be returned so as to be received by the Company in accordance with the instructions on the enclosed Proxy. Completion and return of the Proxy will not prevent you from attending in person and voting at the meeting should you subsequently decide to do so. To be valid, a Proxy should be completed, signed and returned in accordance with the instructions printed thereon as soon as possible, but in any event not later than 11:00 a.m. (Cyprus time) on 24 May 2017.

 

Holders of depository interests representing Existing Issued Ordinary Shares may vote by completing, signing and returning the enclosed Form of Instruction in accordance with the instructions printed thereon. To be valid, the Form of Instruction should be completed, signed and returned as soon as possible but in any event not later than 9.00 a.m. (UK time) on 23 May 2017. By returning the Form of Instruction, the holder of depository interests is directing the custodian, Computershare Company Nominees Limited, to vote the Existing Issued Ordinary Shares underlying the depositary interests in accordance with their instructions.

 

Recommendation

 

Your Directors consider that the proposals described in this letter are in the best interests of shareholders as a whole and unanimously recommend shareholders to vote in favour of the Resolutions to be proposed at the EGM, as they intend to do in respect of their own beneficial holdings of 8,425,975 Existing Issued Ordinary Shares, representing approximately 3.3 per cent. of the current voting rights in the Company.

 

--ENDS--

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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