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Statpro
Statpro
Stock Quote (15 min delay)
| 0p | 0 | Vol: 0 |
Market Cap £ 0.00 m
26 | 05 | 2009
Proposed Offer for Minority Shareholdings
The board of Sibir (the “Board”) is pleased to announce that it has reached agreement with JSC Gazprom Neft (“Gazprom Neft”) on outline terms of a proposed recommended cash offer to be made by or on behalf of Gazprom Neft for the entire issued and to be issued share capital of the Company, excluding, inter alia, shares legally and beneficially owned by or on behalf of Gazprom Neft and shares legally and/or beneficially owned by certain other shareholders including Bennfield Limited, Central Fuel Company and the Bank of Moscow (the “Excluded Shares” as more fully defined in the “Notes” section below) (the “Offer”).
The unconditional Offer will be 500 pence in cash (the “Offer Price”) for every Sibir ordinary share of 10 pence each which is the subject of the Offer (the “Shares”).
The Company and Gazprom Neft intend to make available an offer document (the “Offer Document”), together with a form of acceptance (the “Form of Acceptance”) to holders of Shares (other than Excluded Shares) (“Qualifying Shareholders”) as soon as possible and in any event prior to 5.00 p.m. on Thursday 28 May 2009.
Framework Agreement
The Company, the directors of the Company (the “Directors”) and Gazprom Neft have entered into a framework agreement in respect of the conduct of the Offer and related matters (the “Framework Agreement”). The principal terms of the Framework Agreement are as follows:
· In consideration of Gazprom Neft entering into the Framework Agreement and agreeing to make the proposed Offer in the manner required by the Framework Agreement, the Board of Sibir has (pursuant to Article 193(B)(2)(c) of the Company’s Articles of Association), agreed to waive the requirements for, or procedures applicable to, an offer which would otherwise be subject to Article 193, such that the City Code on Takeovers and Mergers (the “City Code”) shall not (except as expressly provided in the Framework Agreement) apply to the Offer or proposed Offer, or the acquisition of any Shares by or on behalf of Gazprom Neft pursuant to the Offer or otherwise.
· The Board has undertaken to recommend the Offer, subject to the customary carve-outs permitting the Directors to withdraw, modify or qualify their recommendation in order to comply with their fiduciary duties, in certain limited circumstances and only if so advised by leading counsel. The full background and reasons for recommending the Offer will be set out in the Offer Document.
· The Offer will be made by Renaissance Securities (Cyprus) Limited (“Renaissance Capital”) or one of its affiliates on behalf of Gazprom Neft and will remain open for acceptances until the day falling twenty-one days from the date the Offer Document is made available (“Day 21”). On Day 21, to the extent that any acceptances are outstanding, Gazprom Neft is not required to but may, at its sole election, extend the Offer for a period of up to a further thirty-nine days, or otherwise must comply with certain other agreed arrangements in respect of the purchase of outstanding Shares.
· Gazprom Neft will be under no obligation to increase the Offer Price, nor to extend the Offer to the Excluded Shares, in any circumstances.
· The Company has given customary undertakings as to non-solicitation of third party rival proposals or offers, that no break fee will be payable in respect of any third party proposals or offers, and as to conduct of business for the duration of the Offer.
· The Company has undertaken not to, and to procure that none of its associates shall, solicit any third party offers or proposals until 22 August 2009.
· In the event of any third party making a rival offer at a price higher than the Offer Price, the Company has undertaken to procure that the Directors do not recommend such offer for a period of five business days, during which time Gazprom Neft shall have the right to match such third party offer, and the Company has further undertaken to procure that the Directors favourably recommend any such matching offer from Gazprom Neft.
· Gazprom Neft has been given the right to require the appointment of a director to the Board of the Company from today’s date and the appointment of additional directors to the Board of the Company in certain specified circumstances.
· The obligations of the Company and Gazprom Neft will terminate in certain circumstances, including (at the Company’s sole election) if the Offer Document is not made available on or before 5:00 p.m. on 28 May 2009 (or such later time and date as may be agreed between the Company and Gazprom Neft) or if the Offer is not closed on or before 31 August 2009 (or such later time and date as may be agreed between the Company and Gazprom Neft prior to that date).
Related Party Transaction
Gazprom Neft is currently a substantial shareholder in the Company. Accordingly, the entering into of the Framework Agreement in respect of the proposed Offer is a related party transaction under the AIM Rules for Companies. The Directors consider, having consulted with the Company’s nominated adviser, Strand Partners Limited, that the terms of the Framework Agreement in respect of the proposed Offer are fair and reasonable insofar as the Company’s shareholders are concerned. In providing its advice to the Directors, Strand Partners Limited has taken into account the Directors’ commercial assessments of the Framework Agreement.
The City Code
The City Code does not formally apply to the Company, given that the Company’s place of central management and control is not currently within the United Kingdom, the Channel Islands or the Isle of Man. However, the provisions of the City Code may be applied at the discretion of the Directors pursuant to Article 193 of the Company’s Articles of Association. The Directors are entitled under the terms of Article 193(B)(2)(c) to waive, either in whole or in part, any of the requirements for or procedures applicable to an offer which would otherwise be subject to Article 193, and the Directors have agreed to such a waiver on the terms of the Framework Agreement, as summarised above.
It is important that the Company’s Shareholders read the Offer Document carefully and in its entirety once it has been despatched and, if Qualifying Shareholders decide to accept the Offer, that they act immediately. If Qualifying Shareholders decide not to accept the Offer, they need take no further action. Whilst Qualifying Shareholders may choose to maintain their current investment in the Company to pursue potential returns in the future and whilst the Board is currently pursuing steps to achieve the restoration of trading in the Company’s shares on AIM at the earliest opportunity, there can currently be no assurance that the prevailing suspension will be lifted by 19 August 2009 (being the end of the maximum six month suspension period set out in the AIM Rules for Companies) or that the Company’s major shareholders holding, in aggregate, over 75 per cent. of its Shares will not seek to procure the making of an application by Sibir to the London Stock Exchange for the cancellation of the admission of the Shares to trading on AIM. If the Company’s trading facility on AIM is not restored or its admission to trading on AIM is cancelled, it is likely that the liquidity and marketability of any Shares not acquired under the Offer would be significantly reduced and the value of any such Shares may be adversely affected as a consequence.
The full terms of the Offer (including details of how the Offer may be accepted) will be set out in the Offer Document and the related Form of Acceptance. Qualifying Shareholders who accept the Offer may only rely on the Offer Document and the related Form of Acceptance for all the terms of the Offer. In deciding whether or not to accept the Offer in relation to their Shares, Qualifying Shareholders should rely only on the information contained, and procedures described, in the Offer Document and the related Form of Acceptance. Qualifying Shareholders are strongly advised to read the Offer Document expected to be made available to them as soon as possible and in any event before 5.00 p.m. on 28 May 2009, which will contain important information.
Enquiries:
Sibir Energy plc
Stuard Detmer, CEO
Moscow +7 (495) 790 78 30
Strand Partners Limited
(Joint Financial Adviser and Nominated Adviser to Sibir)
Rory Murphy, Director
Simon Raggett, Chief Executive
London +44 (0) 20 7409 3494
J.P. Morgan Cazenove Limited
(Joint Financial Adviser to Sibir)
Ian Hannam, Managing Director
Barry Weir, Managing Director
Neil Haycock, Director
London +44 (0) 20 7588 2828
M: Communications
Nick Miles
London +44 (0) 20 7153 1535
Gazprom Neft
Notes:
“Excluded Shares” are defined in the Framework Agreement as meaning any Shares which are, or in the sole discretion of Gazprom Neft (acting reasonably) appear to be, legally and/or beneficially owned by or on behalf of the following, and their assignees and successors in title:
(a) Central Fuel Company;
(b) Bennfield Limited; or
(c) the Bank of Moscow
and in addition any Shares in respect of which, in the sole discretion of Gazprom Neft (acting reasonably, save in respect of paragraph (i) below in respect of which Gazprom Neft’s discretion shall be absolute):
(d) the person purporting to tender an acceptance of such Shares is or may be prohibited or not permitted to sell, as a result of a freezing order (or analogous order) issued by a court in the United Kingdom or elsewhere;
(e) the acquisition of such Shares would or may be prohibited, prevented or require a notification or clearance under the Proceeds of Crime Act 2002 or analogous legislation in any jurisdiction;
(f) the person purporting to tender an acceptance of such shares cannot demonstrate good title to such Shares, where “good title” means such Shares are sold free from all liens, charges, equitable interests, encumbrances, right of pre-emption and any other third party rights and interests of any nature whatsoever;
(g) it would otherwise be unlawful for the person purporting to tender an acceptance of such Shares to sell, or for Gazprom Neft to acquire, the Shares;
(h) such Shares which were offered for sale by a Shareholder (and accepted on behalf of Gazprom Neft) pursuant to Gazprom Neft’s invitations to offer on 23 April 2009 and 22 May 2009; or
(i) are held by Shareholders to which the Offer will not be extended due to the location of the Shareholder in a jurisdiction other than the United Kingdom (see below).
The Offer shall be made to Shareholders whose address on the Company’s register of members is within the United Kingdom. In respect of Shareholders whose address on the register of members is within a country or territory outside the United Kingdom, Gazprom Neft shall make the Offer available to such Shareholders only where, in Gazprom Neft’s sole discretion, it would be proportionate in the circumstances to do so, having regard to (but not limited to) the cost involved, any resulting delay to the Offer timetable, the number of registered Shareholders in the relevant jurisdiction, the number of Shares involved and any other factors invoked by Gazprom Neft. Subject to the foregoing, in respect of each such country or territory, Gazprom Neft shall only be required to make the Offer available to Shareholders within that country or territory if the aggregate nominal value of Shares held by Shareholders within that country or territory exceeds one per cent of the total nominal issued share capital of the Company.
Strand Partners Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as joint financial adviser and Nominated Adviser for the Company and no-one else in connection with the Offer and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Strand Partners Limited or for providing advice in relation to the Offer.
J.P. Morgan Cazenove Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as joint financial adviser for the Company and no-one else in connection with the Offer and will not be responsible to anyone other than the Company for providing the protections afforded to clients of J.P. Morgan Cazenove Limited or for providing advice in relation to the Offer.
The Offer will not be made, directly or indirectly, in or into, or by the use of the mails or any means of instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of any jurisdiction outside the United Kingdom (in this announcement, an “Excluded Jurisdiction”). Accordingly, except as required by applicable law, copies of this announcement are not being, and may not be, mailed or otherwise forwarded, distributed or sent in, into or from any such Excluded Jurisdiction. Persons receiving this announcement (including without limitation nominees, trustees or custodians) must not forward, distribute or send it into any Excluded Jurisdiction.
Qualifying Shareholders are strongly advised to read the formal documentation in relation to the offer once it has been despatched. The Offer Document and the Form of Acceptance, setting out full details of the Offer and the procedures to be followed by Qualifying Shareholders to accept the Offer, are expected to be made available to Qualifying Shareholders and, for information purposes only, to participants in the Company’s share scheme as soon as possible and in any event before 5.00 p.m. on 28 May 2009. Copies of the Offer Document and the Form of Acceptance will be available from Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU and from Renaissance Securities (Cyprus) Limited at 2-4 Arch. Makarious III Ave, Nicosia, HM12, Cyprus.
This announcement does not constitute, or form any part of, any offer for, or solicitation of any offer for, securities. Any acceptance or other response to the Offer should be made on the basis of the information contained in the Offer Document and the Form of Acceptance accompanying such Offer Document.