REG - OMV Petrom S.A. - FSA approval and publication of LSCI Prospectus

OMV Petrom SAAnnouncement

07/09/2022 16:45

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RNS Number : 6671Y  OMV Petrom S.A.  07 September 2022

OMV Petrom S.A.

Ad-hoc report

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN FULL OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO ANY JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

For the purposes of the Romanian securities legislation, this ad-hoc report
does not represent an advertisement or prospectus. Eligible Shareholders /
Eligible GDR Holders should not subscribe for any securities referred to in
this ad-hoc report except on the basis of information in the Prospectus to be
published in accordance with Law no. 24/2017 and Regulation no. 5/2018 on
issuers of financial instruments and market operations. The Prospectus will be
available on the website of OMV Petrom S.A. at
https://www.omvpetrom.com/en/investors/publications/public-offerings/public-offering
(https://www.omvpetrom.com/en/investors/publications/public-offerings/public-offerings-2022)
s-2022
(https://www.omvpetrom.com/en/investors/publications/public-offerings/public-offerings-2022)
, on the website of BRD - Groupe Société Générale S.A. at
https://www.brd.ro/en/offer-relating-share-capital-increase-omv-petrom-sa
(https://www.brd.ro/en/offer-relating-share-capital-increase-omv-petrom-sa)
and on the website of the Bucharest Stock Exchange at www.bvb.ro
(http://www.bvb.ro) , on OMV Petrom page (symbol "SNP").

 

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: 7 September 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:

Approval by the Romanian Financial Supervisory Authority and publication of
the simplified prospectus for the issuance of new shares in the context of the
share capital increase

 

 

OMV Petrom S.A. ("OMV Petrom") announces that on 7 September 2022 the Romanian
Financial Supervisory Authority ("FSA") issued its Decision no.
1225/07.09.2022 whereby it approved the simplified prospectus (the
"Prospectus") regarding the in-cash contribution by the existing shareholders
of OMV Petrom within the share capital increase approved by the Extraordinary
General Meeting of Shareholders on 27 April 2022, by the Executive Board on 14
June 2022 and by the Supervisory Board on 21 June 2022 (the "Share Capital
Increase").

 

Capitalized terms not defined here have the same meaning ascribed to them in
the Prospectus.

 

The Share Capital Increase will consist of in-kind and in cash contributions
with the maximum value of RON 584,626,662.60 through the issue of a number of
maximum 5,846,266,626 new nominative dematerialized ordinary shares (the "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, where (1)
1,206,602,392 New Shares represent the in-kind contribution of the Romanian
State, through the Ministry of Energy and (2) up to maximum 4,639,664,234 New
Shares will be offered for subscription by cash contributions to the other
shareholders (except the Romanian State) within the exercise of their
preference right (the "Offer").

 

Key elements of the Offer according to the Prospectus:

 

ü Maximum number of Offered Securities: The securities subject of the Offer
consist of up to 4,639,664,234 New Shares (the "Offer Shares") and global
depositary receipts (the "Offer GDRs), each Offer GDR representing 150 Offer
Shares.

 

ü Record Date: The Offer is addressed exclusively to (1) the persons
registered as OMV Petrom's shareholders in OMV Petrom's shareholders' register
as at the Shares Record Date of 6 July 2022 (the "Eligible Shareholders") and
(2) through Citibank N.A. ("GDR Depositary"), to the existing GDR holders
registered in the records of Citibank Europe plc, as common depositary for
Euroclear and Clearstream, Luxembourg as at the GDRs Record Date of 7 July
2022 (the "Eligible GDR Holders"), on the basis of the preference rights held
by such Eligible Shareholders / Eligible GDR Holders (the "Preference
Rights").

 

ü Preference Rights: An Eligible Shareholder, or as the case may be, an
Eligible GDR Holder will be entitled to purchase a maximum number of Offer
Shares / the underlying Offer Shares to be represented by Offer GDRs
calculated as a ratio between: the number of Preference Rights it holds (or,
as the case may be, the GDRs it holds represent), and the number of Preference
Rights necessary for the subscription of an Offer Share / Offer GDR.
Consequently, 9.688936882058650 Preference Rights would be necessary in order
to subscribe for one Offer Share and 9.688936882058650 existing GDRs would be
necessary in order to subscribe for one Offer GDR. In case that fractions of
Offer Shares and/or Offer GDRs that may be subscribed result from the
mathematical calculation, the maximum number of Offer Shares or Offer GDRs, as
applicable, will be rounded down to the lower integer.

 

ü Subscription period: The Subscription Period for Offer Shares is from 11:00
a.m. Romanian time on 12 September 2022, inclusively to 1:00 p.m. Romanian
time on 13 October 2022 inclusively, while the Subscription Period for Offer
GDRs is from 9:00 a.m., New York State time, on 12 September 2022 and until
the GDR Expiration Time set for 5:00 p.m., New York State time, on 3 October
2022.

 

ü Subscription price: The Subscription Price for the Offer Shares is RON 0.1
per Offer Share (equal to the par value). The Subscription Price for the Offer
GDRs is equal to the USD equivalent (as of the Subscription Price Conversion
Date of 10 October 2022) of RON 15 per one Offer GDR plus 20% of that amount
covering certain exchange rate fluctuations, costs, fees and expenses.

 

The Prospectus and the related documentation will be published starting 8
September 2022 on the website of OMV Petrom at
https://www.omvpetrom.com/en/investors/publications/public-offerings/public-offerings-2022
(https://www.omvpetrom.com/en/investors/publications/public-offerings/public-offerings-2022)
, on the website of BRD - Groupe Société Générale S.A.'s at
https://www.brd.ro/en/offer-relating-share-capital-increase-omv-petrom-sa
(https://www.brd.ro/en/offer-relating-share-capital-increase-omv-petrom-sa)
and on the website of the Bucharest Stock Exchange at www.bvb.ro
(http://www.bvb.ro) , on OMV Petrom page (symbol "SNP") and hard copies
thereof will be provided free of charge upon request during normal business
hours at OMV Petrom headquarters at 22 Coralilor Street ("Petrom City"), 1st
District, Bucharest, Romania and at BRD - Groupe Société Générale S.A.
headquarters at 1-7 Ion Mihalache Blvd., 1st District, Bucharest, Romania, as
well as at BRD - Groupe Société Générale S.A.'s branches network, as
mentioned at https://www.brd.ro/en/agencies-and-atms
(https://www.brd.ro/en/agencies-and-atms) .

 

Annex:

Ø FSA Decision no. 1225 dated 7 September 2022

 

 

Christina
Verchere
Alina Popa

Chief Executive
Officer
Chief Financial Officer

President of the Executive
Board
Member of the Executive Board

 

 

 

Important legal information

This ad-hoc report is for information purposes only and is not intended to
constitute, and should not be construed as, an offer to sell or subscribe for
securities, a solicitation of an offer to buy or subscribe for securities, or
an announcement of a forthcoming solicitation of any offer to buy or subscribe
for securities and shall not constitute an offer, solicitation or sale in any
jurisdiction in which such offer, solicitation or sale is unlawful prior to
registration, exemption from registration or qualification under the
securities laws of such jurisdiction, and the distribution of this
communication in jurisdictions may be similarly restricted.

The securities have not been and will not be registered under the United
States of America Securities Act of 1933, as amended (the "U.S. Securities
Act") and may only be offered or sold in the United States of America (as
defined in Regulation S under the US Securities Act) if registered under the
U.S. Securities Act or an exemption from such registration is available.
Offers and sales into the United States will be made on the basis of an
exemption from registration provided under Rule 801 of the U.S. Securities
Act.

This ad-hoc report does not represent an advertisement or prospectus for the
purpose of the Romanian securities legislation and does not constitute or form
part of any offer or invitation to sell, or any solicitation of any offer to
purchase or subscribe for any shares or GDRs or any other securities nor shall
it (or any part of it) or the fact of its distribution, form the basis of, or
be relied on in connection with, any contract. The Offer and the distribution
of this ad-hoc report and other information in connection with the transaction
in certain jurisdictions may be restricted by law and persons into whose
possession any document or other information referred to herein comes should
inform themselves about, and observe, any such restrictions. Any failure to
comply with these restrictions may constitute a violation of the securities
laws of any such jurisdiction. Any purchase of securities referenced in this
ad-hoc report within the Offer should be made solely on the basis of the
information contained in the Prospectus to be issued in connection with the
Offer. Before purchasing any securities referred to in this ad-hoc report,
persons should ensure that they fully understand and accept the risks which
will be set out in the Prospectus when published.

This Offer is addressed to Eligible Shareholders and Eligible GDR Holders only
in relation to the exercise of their preference rights within the Share
Capital Increase of OMV Petrom and may only be engaged with such persons.

The information contained in this ad-hoc report is for background purposes
only and does not purport to be full or complete. No reliance may be placed
for any purpose on the information contained in this ad-hoc report or its
accuracy, completeness or fairness. Any purchase of shares or GDRs in the
Offer by an Eligible Shareholder / Eligible GDR Holder should be made solely
on the basis of information contained in the Prospectus to be published by OMV
Petrom in connection with the transaction in due course.

Neither this ad-hoc report nor any copy of it may be taken or transmitted,
directly or indirectly, into any jurisdiction where to do so might constitute
a violation of the relevant laws or regulations of such jurisdiction.

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(http://www.rns-pdf.londonstockexchange.com/rns/6671Y_1-2022-9-7.pdf)

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