REG - S.N.G.N. Romgaz S.A. - Commencement of GDR Delisting

Societatea Nationala de Gaze Naturale Romgaz SAAnnouncement

25/09/2024 08:00

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RNS Number : 5924F  S.N.G.N. Romgaz S.A.  25 September 2024

CURRENT REPORT

In compliance with Law no. 24/2017 regarding Issuers of Financial Instruments
and  Market Operations  and F.S.A. Regulation no. 5/2018

 

Report date: September 25, 2024

Company name: Societatea Nationala de Gaze Naturale ROMGAZ S.A.

Address: Medias, 4 Constantin I. Motas Square, Sibiu County - Romania, 551130

Phone/fax no: 004-0374-401020 / 004-0269-846901

Fiscal Code: RO14056826

LEI Code: 2549009R7KJ38D9RW354

Trade Register registration number: J32/392/2001

Subscribed and paid in share capital: 3,854,224,000 RON

Regulated market where the issued securities are traded: Bucharest Stock
Exchange (BVB), London Stock Exchange (LSE)

 

Significant event to be reported:

 

·   Commencement of process to delist and to cancel trading of the GDRs,
as well as to terminate the GDRs Deposit Agreement

 

Societatea Nationala de Gaze Naturale "Romgaz" S.A. ("Romgaz", the "Company")
informs its shareholders and investors regarding the commencement of the
process of delisting the global depositary receipts ("GDRs") from the standard
listing segment of the Official List (the "Official List") of the UK Financial
Conduct Authority, of cancellation of trading of the GDRs on the Main Market
for financial instruments of the London Stock Exchange plc (the "London Stock
Exchange") (the "Delisting") and of termination of the Deposit Agreement in
respect of the GDRs dated November 8, 2013 between the Company and The Bank of
New York Mellon (the "Depositary") (the "GDR Deposit Agreement").

 

As announced including via a Regulatory Information Service (Regulatory News
Services, RNS Number: 8214D), by Decision no. 11 of September 11, 2024, the
Extraordinary General Meeting of the Company's Shareholders (the "EGMS")
approved the Delisting with a majority of 86.67% of the total number of voting
rights, representing 86.67% of the share capital of Romgaz and 100% of the
total votes validly cast 1  (#_ftn1) .

 

Following such Resolution of the EGMS and the Decision of Romgaz Board of
Directors of September 24, 2024 approving, amongst other things, the details
of the Delisting, the Company announces today the commencement of the process
for the GDRs representing interests in the Company's ordinary shares 2 
(#_ftn2)  to be removed from the Official List of the UK Financial Conduct
Authority and to cancel the trading of the GDRs on the Main Market for
financial instruments of the London Stock Exchange.

 

By way of background, the GDRs have been admitted to trading on the Main
Market for financial instruments of the London Stock Exchange since November
12, 2013. At that time, the listing of GDRs on the London Stock Exchange was
decided by the Company's majority shareholder, the Romanian State through the
Ministry of Economy, simultaneously with the listing of Romgaz's shares on the
Bucharest Stock Exchange, as part of the Secondary Initial Public Offering of
shares (as shares and GDRs) issued by S.N.G.N.Romgaz S.A.

 

Since then, there has been a steep reduction to the number of GDRs in issue.
Thus, if on November 12, 2013 there were 20,085,048 GDRs, representing 5.21%
of Romgaz's share capital, as of May 20, 2024 (before the share capital
increase) their number has decreased by 93.80% to 1,245,138 GDRs, with their
related shares representing 0.32% of Romgaz's share capital. The Bucharest
Stock Exchange's development over the years, the inclusion of the Company in
the MSCI Emerging Markets indices - capitalization and liquidity and the
market-making services contracted by the Company since May 2023, have made the
shares traded on the Bucharest Stock Exchange more attractive, from a
liquidity perspective, than the GDRs traded on the London Stock Exchange.

 

Against this background and considering also the ongoing regulatory compliance
and administrative costs the Company incurs as a result of its London Stock
Exchange listing, Romgaz does not see a relevant benefit of maintaining this
listing. Consequently, the Company is now seeking the cancellation of the
listing of its GDRs on the Official List and of their trading on the Main
Market of the London Stock Exchange.

 

An application will be made to the Financial Conduct Authority for the GDRs to
be removed from the Official List of the UK Financial Conduct Authority and to
the London Stock Exchange for trading in the GDRs to be cancelled, both with
effect from December 31, 2024.

 

The last day of trading in the GDRs on the London Stock Exchange is expected
to be December 30, 2024.

 

The cancellation of the listing and of trading in the GDRs on the London Stock
Exchange is expected to take effect at or about 8:00 am (UK time) on December
31, 2024.

 

Shortly after this announcement, the Company shall also serve a formal notice
to the Depositary to terminate the GDR Deposit Agreement.

 

Chief Executive Officer,

Razvan POPESCU

 

Chief Financial Officer,

Gabriela TRANBITAS

 1 EGMS and OGMS Resolution on September 11, 2024 - 14:41:12 11 Sep 2024 -
SNGR News article | London Stock Exchange
(https://www.londonstockexchange.com/news-article/SNGR/egms-and-ogms-resolution-on-september-11-2024/16660928)

 2  1 GDR = 1 share

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