REG - OMV Petrom S.A. - EB resolution - share capital increase

OMV Petrom SAAnnouncement

21/06/2022 17:30

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RNS Number : 6874P  OMV Petrom S.A.  21 June 2022

 OMV Petrom S.A.

Ad hoc report

 

 

In compliance with Law no. 24/2017 on issuers of financial instruments and
market operations (republished) and Financial Supervisory Authority's
Regulation no. 5/2018 on issuers of financial instruments and market
operations

 

 

Date of report: 21 June 2022

Name of issuer: OMV Petrom S.A.

Headquarters: Bucharest, 22 Coralilor Street, District 1, ("Petrom City")

Telephone/fax number: +40 372 161930/ +40 372 868518

Sole registration number at the Trade Register Office: 1590082

Fiscal attribute: RO

Trade Register Number: J 40/8302/1997

Share capital: 5,664,410,833.5 RON

Regulated market on which the issued securities are traded: Bucharest Stock
Exchange and London Stock Exchange

 

 

Significant event to be reported:

Resolution of the Executive Board of OMV Petrom S.A. regarding the share
capital increase

 

OMV Petrom S.A. announces that, based on the authorization received from the
Extraordinary General Meeting of Shareholders dated 27 April 2022, the
Executive Board approved the share capital increase, as follows:

 

·      RON 120,660,239.20 in exchange of 1,206,602,392 new shares,
representing the in-kind contribution of the Romanian State, through the
Ministry of Energy, and

·      up to a maximum of RON 463,966,423.40, representing a maximum
number of 4,639,664,234 new shares, which will be offered for subscription,
within the exercise of their preference right, to the other shareholders
(except the Romanian State), who are registered in OMV Petrom's shareholders'
register held by Depozitarul Central S.A. on the record date 6 July 2022
("Record Date"), thus granting them the possibility to maintain their quota
held in the share capital of OMV Petrom,

·      in accordance with the privatization legislation, the
subscription price of a new share will be equal to the nominal value,
respectively of RON 0.1 per share, without adding a share premium.

 

Other relevant details regarding the share capital increase are included in
the attached Resolution of the Executive Board of OMV Petrom S.A.

 

The share capital increase was also approved by the Supervisory Board in its
meeting held today, 21 June 2022.

 

The subscription period will be for at least one month, estimated to occur
during the September to October 2022 timeframe. The subscription period will
be included in the prospectus, that will be submitted for approval to the
Financial Supervisory Authority and subsequently published.

 

BRD - Groupe Societe Generale S.A. is the intermediary selected with respect
to the share capital increase and will provide intermediation services in
connection with the offering of the new shares.

 

Annex:

Ø Resolution of the Executive Board of OMV Petrom S.A. regarding the share
capital increase

 

Christina
Verchere
Alina Popa

Chief Executive
Officer
Chief Financial Officer

President of the Executive
Board
Member of the Executive Board

 Resolution of the

Executive Board of OMV Petrom S.A.

dated 14 June 2022
 The Executive Board of OMV PETROM S.A., company administered in a two-tier
 system, with its headquarters located at Bucharest, 22 Coralilor Street,
 Sector 1, Petrom City, Romania, subscribed and paid-up share capital of RON
 5,664,410,833.50, registered with the Trade Registry under no. J40/8302/1997,
 having sole registration code RO 1590082, (the "Company" or "OMV Petrom"), in
 accordance with the statutory and legal provisions, considering also article 8
 and article 23 letter j) of the Company's Articles of Association and
 Resolutions of the Extraordinary General Meeting of Shareholders no. 1 and 2
 dated 27 April 2022, in the meeting dated 14 June 2022, in the presence of all
 the members of the Executive Board, unanimously approved the following:
 1.   The share capital increase of OMV Petrom, through in-kind and in cash
 contribution with the maximum value of RON 584,626,662.60, from the value of
 RON 5,664,410,833.50 up to the maximum value of RON 6,249,037,496.10, through
 the issue of a number of maximum 5,846,266,626 new nominative ordinary shares,
 in dematerialized form ("New Shares"), each share having a nominal value of
 RON 0.1, at a subscription price of RON 0.1 per share, equal to the nominal
 value, without a share premium ("Share Capital Increase"), as follows:

 1.1. RON 120,660,239.20 (as a result of rounding down from the amount of RON
 120,660,239.23, established according to the valuation report) in exchange of
 1,206,602,392 New Shares, representing the in-kind contribution of the
 Romanian State, through the Ministry of Energy, as a result of obtaining 1,943
 land ownership certificates issued in accordance with Government Decision no.
 834/1991 for the determination and evaluation of land of state-owned companies
 with its subsequent amendments and supplementations, with a total area of land
 plots to be included in the share capital being of 1,379.05 hectares, as
 detailed in the valuation report no. 353/15.04.2022 issued by the independent
 expert valuator, Darian DRS S.A. (authorized by the National Association of
 Authorized Romanian Valuators as corporate member) and appointed by the Trade
 Registry Office of Bucharest Tribunal to evaluate the land plots for the in
 kind contribution through resolution no. 44310/30.03.2021.

 1.2. Up to maximum RON 463,966,423.40, representing a maximum number of
 4,639,664,234 New Shares, which will be offered for subscription, within the
 exercise of their preference right, to the other shareholders (i.e. OMV
 Petrom's shareholders except the Romanian State), registered in OMV Petrom's
 shareholders' register held by Depozitarul Central S.A., on the record date 6
 July 2022 ("Record Date"), granting them the possibility to maintain their
 quota held in the share capital of OMV Petrom, under the following conditions:

 a)   A number of preference rights equal to the number of owned shares will
 be allocated to each shareholder registered in OMV Petrom's shareholders'
 register held by Depozitarul Central S.A. on the Record Date.

 b)   For the subscription of a New Share during the exercise of the
 preference right, a number of 9.688936882058650 preference rights is required.
 A shareholder of OMV Petrom registered in OMV Petrom's shareholders' register
 held by Depozitarul Central S.A. on the Record Date may subscribe a maximum
 number of New Shares calculated by dividing the number of preference rights
 owned by the respective shareholder to the number of preference rights
 required to subscribe a New Share (i.e. 9.688936882058650). If the maximum
 number of shares that may be subscribed during the exercise of the preference
 right (resulting from the previously mentioned calculation) is not a whole
 number, the maximum number of shares that may be actually subscribed will be
 rounded down to the closest whole number in accordance with article 418
 paragraph (3) of the Rulebook of Depozitarului Central S.A.

 c)   The subscription price of a New Share will be equal to the nominal
 value, respectively of RON 0.1 per share.

 d)   The period for subscribing New Shares within the exercise of the
 preference rights shall be maximum 35 calendar days, but at least 1 month,
 from the date set out in the simplified prospectus of the offer that will be
 prepared in connection with the Share Capital Increase and will start at a
 date subsequent to the Record Date of the Share Capital Increase, to the
 publication date of this decision of the Executive Board in the Official
 Gazette of Romania and to the approval of the simplified prospectus by
 Financial Supervisory Authority ("FSA").

 e)   The preference rights will not be admitted to trading and,
 respectively, will not be traded.

 f)    All the details necessary for the shareholders to exercise their
 preference rights (such as the subscription procedure, the subscription
 period, the payment procedure and method, the subscription validation, the
 subscription form and allocation rights) will be included in the simplified
 prospectus which will be approved by the Executive Board of OMV Petrom and by
 FSA, simplified prospectus that will also be available for the Global
 Depositary Receipts ("GDRs") holders by its communication to the London Stock
 Exchange, in accordance with the provisions EU Regulation 2017/1129 on the
 prospectus to be published when securities are offered to the public or
 admitted to trading on a regulated market.

 g)   The Share Capital Increase is performed for fulfilling OMV Petrom's
 legal obligations in accordance with the provisions of article 12 paragraphs
 (5), (5(1)) and (5(1)) from Law no. 137/2002 on certain measures for
 accelerating the privatisation, with its subsequent amendments and
 supplementations corroborated with article 13 paragraph (1) letter b) of Law
 no. 555/2004 regarding the privatization of SNP Petrom S.A.

 h)   The shares that remain unsubscribed at the end of the period for
 exercising the preference rights for subscribing the New Shares will be
 cancelled through the decision of the Executive Board that will acknowledge
 the results of the Share Capital Increase.

 2.   Establishing 6 July 2022 as Record Date for identifying the
 shareholders upon which the present resolution will take effect, computed as
 per article 87, paragraph (1) of Law no. 24/2017 on issuers of financial
 instruments and market operations, republished and 5 July 2022 as Ex-Date,
 computed as per article 2 paragraph (2) letter l) of FSA Regulation no. 5/2018
 on issuers of financial instruments and market operations with its subsequent
 amendments and supplementations ("Regulation no. 5/2018").

 3.   Establishing 7 July 2022 as Payment Date, computed as per article 2
 paragraph (2) letter h) and article 178 paragraph (4) of Regulation no.
 5/2018.

 4.   Empowerment, individually, of each of the members of the Executive
 Board for signing of any documents and execution of any formality which will
 be necessary for the implementation of the Share Capital Increase, including,
 but without being limited to representation of OMV Petrom before any competent
 authorities and institutions (such as: FSA, Bucharest Stock Exchange,
 Depozitarul Central S.A., Financial Conduct Authority from United Kingdom,
 London Stock Exchange, the Trade Register Office of Bucharest Tribunal), as
 well as in front of any other authority, public institution, legal persons or
 individuals. Any of the members of the Executive Board may delegate all or
 part of the above-mentioned powers to any competent person(s) to perform such
 mandate.

 The present resolution was signed today, 21 June 2022, following the approval
 of the above also by the Supervisory Board in its meeting held today.

 ____________________

 Christina Verchere

 President of the Executive Board and Chief Executive Officer of OMV Petrom
 S.A.

 ____________________

 Alina Popa

 Member of the Executive Board and Chief Financial Officer of OMV Petrom S.A.

 ________________

 Andreea Țăranu

 General Secretary of the Executive Board of OMV Petrom S.A.

 

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