REG - Petroneft Resources - Notice of EGM

Petroneft ResourcesAnnouncement

15/09/2023 16:30

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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 (M Rub)  Partner Share  Partner

                           (M Rub)   (%)                              (M Rub)
 LLC Lineynoye             210       90%           189                21.0           Belgrave Naftogas 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 (US $)   To PetroNeft  PetroNeft  Partner Share  Partner

                                                (%)           (US $)
 WorldAce Investment Limited                                                            Oil India International B.V.

                              1                 100%          1          N/A
                              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
(http://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 (mailto: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 Euronext Growth Listing  +353 1 679 6363
 Sponsor)
 Paul O'Kane, Murray Consultants                                         +353 1 498 0300

 

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