Petroneft Resources PLC Notice of EGM (6622M)
15 Septembre 2023 - 5:30PM
UK Regulatory
TIDMPTR
RNS Number : 6622M
Petroneft Resources PLC
15 September 2023
PetroNeft Resources plc
15 September 2023
PetroNeft Resources plc ('PetroNeft' or 'the Company')
Notice of Extraordinary General Meeting
Proposed Disposal of PetroNeft's Russian Business and Assets
PetroNeft Resources plc (AIM: PTR.L, ISE: PTR) has today
published a notice of an Extraordinary General Meeting ("EGM")
where a resolution will be put before shareholders to approve the
proposed disposal of PetroNeft's Russian business and assets
"Proposed Disposal".
Background
On 14 June 2023, and subsequently, on 1 August 2023, PetroNeft
announced that it had reached agreement for the sale of its Russian
business interests to Pavel Tetyakov, CEO of PetroNeft.
The Company proposes to enter into the share purchase agreements
in connection with the proposed sale of its Russian business
interests for a net cash consideration of RUB189.01M, plus US$1
(before any withholding taxes as may be applied by existing laws
and regulations) plus 10% of any LLC Granite Construction or
WorldAce Investment Limited, receivable paid to Pavel Tetyakov from
the date of Completion of the relevant sale and purchase agreement
until the date falling on the first anniversary thereof. All
monies, to be paid to PetroNeft's bank account in Dublin,
Ireland.
The cash consideration for the Russian Assets is allocated as
follows:
Legal Entity Proceeds To PetroNeft PetroNeft Partner Share Partner
(M Rub) (%) (M Rub) (M Rub)
Belgrave
Naftogas
LLC Lineynoye 210 90% 189 21.0 B.V.
--------- ------------- ---------- -------------- ----------
LLC Granite
Construction 0.01 100% 0.01 N/A N/A
--------- ------------- ---------- -------------- ----------
210.01 89.7% 189.01 21.0
--------- ------------- ---------- -------------- ----------
Legal Entity Proceeds To PetroNeft PetroNeft Partner Share Partner
(US $) (%) (US $)
Oil India
WorldAce Investment International
Limited 1 100% 1 N/A B.V.
--------- ------------- ---------- -------------- ---------------
1 100% 1 0
--------- ------------- ---------- -------------- ---------------
The business of the EGM will be to consider and, if thought fit,
approve a resolution relating to the disposal of PetroNeft's
Russian assets.
The Company has agreed the terms and form of the share purchase
agreements with the buyer in connection with the proposed sale of
its Russian business interests. The Proposed Disposals constitute a
fundamental change of business pursuant to the AIM Rules and
Euronext Growth Rules, and therefore require the approval of the
shareholders at an EGM of the Company.
The Proposed Disposals will also require Russian Governmental
approvals.
RELATED PARTY TRANSACTION
Pavel Tetyakov is the CEO and an Executive Director of the
Company and owns 1.46 % of the issued share capital of the Company.
Accordingly, the Proposed Disposal constitutes a related party
transaction under the AIM Rules and the Euronext Rules.
An independent committee of the Board, comprising Mr. Sacca, Mr.
Jersing, Mr. Sturt and Miss Shaftelskaya, (the "Independent
Committee") was constituted in February 2023 to consider the
proposed disposal to Pavel Tetyakov and all other viable
options.
The Independent committee, consider, having consulted with the
Company's Nominated Adviser and Euronext Growth Adviser, Davy, that
the terms of the Proposed Disposal are fair and reasonable insofar
as the Company's shareholders are concerned.
Extraordinary General Meeting
The EGM will held at the Clayton Hotel, Merrion Road,
Ballsbridge, Dublin 4, DO4 P3C3 at 11.00 am on Thursday 12 October
2023. To facilitate shareholder communication, the EGM will be
broadcast by conference call. Details of the conference call will
be available in advance of the EGM. at www.petroneft.com .
PetroNeft encourages shareholders who wish to submit questions
at the EGM to do so in advance by email to info@petroneft.com
before 2:00pm Irish time on Tuesday, 10 October 2023.
For further information, contact:
David Sturt, Chairman, PetroNeft Resources plc +353 1 6470280
Brian Garrahy/Ciara O'Mongain, Davy (NOMAD and +353 1 679
Euronext Growth Listing Sponsor) 6363
+353 1 498
Paul O'Kane, Murray Consultants 0300
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