Offer for Minority Shareholdings in Sibir Energy


 

TIDMSBE TIDMGAZ 
 
RNS Number : 9269S 
Renaissance Capital Limited 
28 May 2009 
 

LONDON, 28 MAY 2009 
 
 
 
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR 
FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE 
RELEVANT LAWS OF SUCH JURISDICTION 
 
 
 
 
Offer for Minority Shareholdings in Sibir Energy Plc ("Sibir") on behalf of JSC 
Gazprom Neft ("Gazprom Neft") 
 
 
 
 
Recommended Cash Offer 
 
 
Gazprom Neft and Renaissance Securities (Cyprus) Limited ("Renaissance Capital") 
note the announcement made by Sibir on 26 May 2009, in relation to the proposed 
recommended cash offer to be made by or on behalf of Gazprom Neft for the entire 
issued and to be issued share capital of Sibir, excluding, inter alia, shares 
legally and beneficially owned by or on behalf of Gazprom Neft and shares 
legally and/or beneficially owned by certain other shareholders including 
Bennfield Limited, Central Fuel Company and the Bank of Moscow (the "Excluded 
Shares" as more fully defined in the "Notes" section below) (the "Offer"). 
 
 
The unconditional Offer is 500 pence in cash (the "Offer Price") for every Sibir 
ordinary share of 10 pence each which is the subject of the Offer (the 
"Shares"). 
 
 
The offer document (the "Offer Document") with a form of acceptance ("Form of 
Acceptance") is available on the following URL: 
http://www.rencap.com/eng/Information_Disclosure.asp and the Offer can now be 
accepted by holders of Shares (other than Excluded Shares) ("Qualifying 
Shareholders"). The Offer Document and Forms of Acceptance will also be mailed 
to Qualifying Shareholders. Copies of the Offer Document and the Form of 
Acceptance will be made available for collection from Capita Registrars at The 
Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU and from Renaissance 
Securities (Cyprus) Limited at 2-4 Arch. Makarious III Ave, Nicosia, HM12, 
Cyprus. 
 
 
Renaissance Capital Trading Facility 
 
 
In addition to the Offer, and as an alternative means for Qualifying 
Shareholders to sell their Shares, Renaissance Capital on behalf of Gazprom Neft 
invites offers for the sale of the Shares at the Offer Price (the "Renaissance 
Capital Trading Facility"). 
 
 
Renaissance Capital will immediately commence purchasing shares of Sibir (other 
than Excluded Shares) on behalf of Gazprom Neft. Qualifying Shareholders of 
Sibir are invited to contact Renaissance Capital and offer their Shares for 
sale. The Renaissance Capital Trading Facility will continue to be available to 
eligible shareholders throughout the period during which the Offer remains open 
for acceptance. Renaissance Capital reserves the right not to accept any such 
offer. 
 
 
Sibir is listed on AIM (Ticker: SBE:LN). The shares are currently suspended and 
Renaissance Capital and Gazprom Neft make no representation as to the accuracy 
or completeness of public information regarding Sibir. 
 
 
Gazprom Neft or its affiliate may acquire other interests in shares not the 
subject of the Offer or Renaissance Capital Trading Facility including, whether 
directly or indirectly, from holders of Excluded Shares such as Central Fuel 
Company, Bennfield or Bank of Moscow or their assignees or successors, at a 
price which may be different from the Offer Price, and on terms which are 
different to the offer terms or terms of the Renaissance Capital Trading 
Facility for offers to sell, but makes no representation express or implied that 
it will do so. 
 
 
For further information, please contact: 
 
 
Gazprom Neft 
Igor M. Tsibelman, Esq. 
Tatiana Morozova. 
+ 7 495 777 3152 
 
 
Renaissance Capital 
Dominic Bokor-Ingram, Equity Sales, +44 207 367 7723 
Brien McMahon, Sales Trading, +44 207 367 7711 
Richard Betson, Sales Trading, +44 207 367 7714 
Arie Kravtchin, Equity Syndicate +7 495 783 5691 
 
 
 
 
Notes 
 
 
 
 
"Excluded Shares" are any Shares which are, or in the sole discretion of Gazprom 
Neft (acting reasonably) appear to be, legally and/or beneficially owned by or 
on behalf of the following, and their assignees and successors in title: 
(a) Central Fuel Company; 
(b) Bennfield Limited; or 
(c) the Bank of Moscow 
and in addition any Shares in respect of which, in the sole discretion of 
Gazprom Neft (acting reasonably, save in respect of paragraph (i) below in 
respect of which Gazprom Neft's discretion shall be absolute): 
(d) the person purporting to tender an acceptance of such Shares is or may be 
prohibited or not permitted to sell, as a result of a freezing order (or 
analogous order) issued by a court in the United Kingdom or elsewhere; 
(e) the acquisition of such Shares would or may be prohibited, prevented or 
require a notification or clearance under the Proceeds of Crime Act 2002 or 
analogous legislation in any jurisdiction; 
(f) the person purporting to tender an acceptance of such shares cannot 
demonstrate good title to such Shares, where "good title" means such Shares are 
sold free from all liens, charges, equitable interests, encumbrances, right of 
pre-emption and any other third party rights and interests of any nature 
whatsoever; 
(g) it would otherwise be unlawful for the person purporting to tender an 
acceptance of such Shares to sell, or for Gazprom Neft to acquire, the Shares; 
(h) such Shares which were offered for sale by a Shareholder (and accepted on 
behalf of Gazprom Neft) pursuant to Gazprom Neft's invitations to offer on 23 
April 2009 and 22 May 2009; or 
(i) are held by Shareholders to which the Offer will not be extended due to the 
location of the Shareholder in a jurisdiction other than the United Kingdom (see 
below). 
 
 
Renaissance Securities (Cyprus) Limited, which is authorised and regulated in 
Cyprus by the Cyprus Securities and Exchange Commission and enjoys passporting 
rights allowing it to do investment business in the UK, is acting for Gazprom 
Neft in relation to the matters described in this announcement and is not 
advising any other person and accordingly will not be responsible to any person 
other than Gazprom Neft for providing the protections afforded to the customers 
of Renaissance Securities (Cyprus) Limited or for providing advice in relation 
to the matters described in this announcement. 
 
 
The Offer and Renaissance Capital Trading Facility are made to Shareholders 
whose address on the Company's register of members is within the United Kingdom. 
In respect of Shareholders whose address on the register of members is outside 
the United Kingdom, the Offer shall only be made available, and the Renaissance 
Capital Trading Facility made, at Gazprom Neft's sole discretion, where it would 
be proportionate in the circumstances to do so, having regard to (but not 
limited to) the cost involved, any resulting delay to the Offer timetable, the 
number of registered Shareholders in the relevant jurisdiction, the number of 
Shares involved and any other factors invoked by Gazprom Neft. 
 
 
The Offer will not be made, directly or indirectly, in or into, or by the use of 
the mails or any means of instrumentality (including, without limitation, 
telephonically or electronically) of interstate or foreign commerce of, or any 
facilities of a national securities exchange of any jurisdiction outside the 
United Kingdom (in this announcement, an "Excluded Jurisdiction"). Accordingly, 
except as required by applicable law, copies of this announcement are not being, 
and may not be, mailed or otherwise forwarded, distributed or sent in, into or 
from any such Excluded Jurisdiction. Persons receiving this announcement 
(including without limitation nominees, trustees or custodians) must not 
forward, distribute or send it into any Excluded Jurisdiction. 
 
 
Qualifying Shareholders are strongly advised to read the formal documentation in 
relation to the Offer. 
 
 
This announcement does not constitute, or form any part of, any offer for, or 
solicitation of any offer for, securities. Any acceptance or other response to 
the Offer should be made on the basis of the information contained in the Offer 
Document and the Form of Acceptance accompanying such Offer Document. 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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