REG - OMV Petrom S.A. - Results of Share Capital Increase

OMV Petrom SAAnnouncement

19/10/2022 16:15

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RNS Number : 4548D  OMV Petrom S.A.  19 October 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: 19 October 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
acknowledgement of the subscriptions made within the share capital increase,
as well as the approval of the new share capital and of the updated Articles
of Association

 

OMV Petrom S.A. ("OMV Petrom") announces that on 19 October 2022 the Executive
Board acknowledged and approved the following:

 

1.   Acknowledged that out of the total number of 4,639,664,234 new shares
that were offered for subscription to the holders of preference rights, a
total number of 4,460,956,331 new ordinary nominative shares, in
dematerialized form (including underlying new shares represented by new global
depositary receipts) were subscribed, with a nominal value of RON 0.1 per
share and a total nominal value of RON 446,095,633.10 (representing 96.1% of
the total new shares offered for subscription).

 

2.   Approved the cancelation of the 178,707,903 new shares remained
unsubscribed.

 

3.   Approved the share capital increase of OMV Petrom, through in-kind and
cash contribution, with the value of RON 566,755,872.30, from the value of RON
5,664,410,833.50 to the value of RON 6,231,166,705.80, through the issue of a
number of 5,667,558,723 new ordinary nominative shares, in dematerialized
form, each share having a nominal value of RON 0.1, as follows:

(i)         1,206,602,392 new shares, with a total value of RON
120,660,239.20, representing the in-kind contribution of the Romanian State,
through the Ministry of Energy.

(ii)         4,460,956,331 new shares (including underlying new shares
represented by new global depositary receipts), with a total value of RON
446,095,633.10, that were subscribed in cash, within the exercise of the
preference right by the shareholders of OMV Petrom other than the Romanian
State.

 

4.   Approved the amendment and the update of the Articles of Association of
OMV Petrom to reflect the share capital increase and the new shareholding
structure of OMV Petrom.

 

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

 

The newly issued shares and the new share capital of OMV Petrom following the
share capital increase will be registered with the Romanian Trade Registry,
with the Romanian Financial Supervisory Authority and with the Romanian
Central Depositary, in accordance with the applicable legal provisions. The
completion of these registrations will be announced by OMV Petrom through an
ad-hoc report. Subsequently, the newly issued shares will be available for
trading on the spot regulated market operated by the Bucharest Stock Exchange
and the new global depositary receipts will be available for trading on the
main market operated by the London Stock Exchange.

 

Annex:

Ø Resolution of the Executive Board of OMV Petrom S.A. regarding the
acknowledgement of the subscriptions made within the share capital increase,
as well as the approval of the new share capital and of the updated Articles
of Association

 

 

 

 

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 19 October 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, 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 no. 2 dated 27 April 2022 and Resolution of the
 Executive Board dated 14 June 2022, in the meeting dated 19 October 2022,
 unanimously approved the following:

 1.   Acknowledges and validates the subscriptions made within the share
 capital increase based on exercising the preference rights by the entitled
 shareholders and respectively by the global depositary receipts ("GDRs")
 entitled holders, as follows:

 1.1 Out of the total number of 4,639,664,234 new shares that were offered for
 subscription to the holders of preference rights, a total number of
 4,460,956,331 new ordinary nominative shares, in dematerialized form
 (including underlying new shares represented by new GDRs) were subscribed,
 with a nominal value of RON 0.1 per share and a total nominal value of RON
 446,095,633.10 at a subscription price of RON 0.1 per share, equal to the
 nominal value, without a share premium, out of which:

 (i)   4,459,343,831 new shares, under market symbol "SNP" on the spot
 regulated market operated by the Bucharest Stock Exchange and ISIN code:
 ROSNPPACNOR9;

 (ii)   1,612,500 underlying new shares under market symbol "SNP" on the spot
 regulated market operated by the Bucharest Stock Exchange and ISIN code:
 ROSNPPACNOR9 represented by 10,750 new GDRs, issued pursuant to Regulation S,
 each new GDR representing 150 new underlying shares, under market symbol
 "PETB" on the main market operated by London Stock Exchange and ISIN code
 according to Regulation S: US67102R3049. No Rule 144A GDR was offered or
 issued within the offering related to the share capital increase.

 1.2   The total number of subscribed new shares, having a total nominal value
 of RON 446,095,633.10 represent 96.1% of the total new shares offered for
 subscription.

 2.   Acknowledges that out of the total number of 4,639,664,234 new shares
 offered for subscription within the share capital increase, a number of
 178,707,903 new shares remained unsubscribed and, therefore, approves the
 cancelation of the 178,707,903 new shares remained unsubscribed in accordance
 with the provisions of the Resolution of the Extraordinary General Meeting of
 Shareholders no. 2 dated 27 April 2022 and of the Resolution of the Executive
 Board dated 14 June 2022.

 3.   Approves the share capital increase of OMV Petrom, through in-kind and
 cash contribution, with the value of RON 566,755,872.30, from the value of RON
 5,664,410,833.50 to the value of RON 6,231,166,705.80, through the issue of a
 number of 5,667,558,723 new ordinary nominative shares, in dematerialized
 form, each share having a nominal value of RON 0.1, as follows:

 3.1. 1,206,602,392 new shares, with a total value of RON 120,660,239.20,
 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 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 through
 resolution no. 44310/30.03.2021.

 3.2.   4,460,956,331 new shares, with a total value of RON 446,095,633.10,
 that were subscribed in cash, within the exercise of the preference right by
 the shareholders of OMV Petrom other than the Romanian State.

 4.   Approves the amendment and the update of the Articles of Association of
 OMV Petrom to reflect the share capital increase and the new shareholding
 structure of OMV Petrom, as follows:

 Article 7 of the Articles of Association will have the following content:

 "Article 7 Share capital

 The issued share capital of OMV Petrom amounts to RON 6,231,166,705.80, fully
 subscribed and paid up, of which RON 6,048,912,365.90 and EUR 9,544,163.19 in
 cash, and RON 147,357,948.00 in kind contribution, divided in 62,311,667,058
 ordinary, nominative shares, in dematerialized form, with a nominal value of
 RON 0.1 each.

 The shareholding structure of OMV Petrom is as follows:

 (i)   OMV Aktiengesellschaft (having its headquarters at Trabrennstrasse 6-8,
 1020 Vienna, Austria), holds a number of 31,876,679,783 shares, having a total
 nominal value of RON 3,187,667,978.30, composed of cash contribution of RON
 3,154,247,046.90 and EUR 9,140,624.74, representing 51.157% of the share
 capital,

 (ii)   the Romanian State, through the Ministry of Energy (having its
 headquarters at 39-41 Academiei Street, Sector 1, Bucharest), holds a number
 of 12,897,296,810 shares, having a total nominal value of RON
 1,289,729,681.00, composed of cash contribution of RON 1,142,371,733.00 and
 RON 147,357,948.00 contribution in kind, representing 20.698% of the share
 capital,

 (iii)  Shareholders - list type (natural persons and legal entities), hold a
 number of 17,537,690,465 shares, having a total nominal value of RON
 1,753,769,046.50, composed of cash contribution of RON 1,752,293,586.00 and
 EUR 403,538.45, representing 28.145% of the share capital."

 5.   Empowerment, individually, of each of the members of the Executive Board
 for signing of the updated Articles of Association reflecting the share
 capital increase and any other documents and execution of any formality which
 will be necessary for the implementation and registration of the share capital
 increase, including, but without being limited to representation of OMV Petrom
 before any competent authorities and institutions (such as: Financial
 Supervisory Authority, 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, 19 October 2022.

 

 

____________________

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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