TIDMUEN
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 GBP5.00 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 Tel: +7 495 795
Leonid Dyachenko, Chief 0300
Executive Officer
Sergey Uzornikov, Chief
Financial Officer
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,
5(th) 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 GBP5.00 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 GBP5.00 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 11:00 a.m. (Cyprus
of Proxy forms time) on 24 May
2017
------------------------------------ --------------------
Latest time and date for receipt 9:00 a.m. (UK time)
of Forms of Instruction on 23 May 2017
------------------------------------ --------------------
Extraordinary General Meeting 11:00 a.m. (Cyprus
time) on 26 May
2017
------------------------------------ --------------------
Record Date for the Share 26 May 2017
Consolidation
------------------------------------ --------------------
Admission effective and dealings 8:00 a.m. (UK time)
in New Issued Ordinary Shares on 30 May 2017
commences on AIM
Following Admission, the ISIN
of the New Issued Ordinary
Shares shall be CY0107130912
------------------------------------ --------------------
CREST accounts credited with 30 May 2017
depository interests representing
New Issued Ordinary Shares
------------------------------------ --------------------
Cancellation of Existing Authorised 30 May 2017
Ordinary Shares and Existing
Issued Ordinary Shares
------------------------------------ --------------------
New share certificates despatched 2 June 2017
on or before
------------------------------------ --------------------
Anticipated date for Share On or around 10
Premium Reduction 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.
--S--
CARFBLLLDZFBBBL
(END) Dow Jones Newswires
April 21, 2017 02:00 ET (06:00 GMT)
Urals Energy (LSE:UEN)
Historical Stock Chart
From Apr 2024 to May 2024
Urals Energy (LSE:UEN)
Historical Stock Chart
From May 2023 to May 2024