TIDMUEN
RNS Number : 9451S
Urals Energy Public Company Limited
14 March 2019
14 March 2019
Urals Energy Public Company Limited
("Urals Energy", the "Company" or the "Group")
Cancellation of trading in the Company's shares on AIM
The Board of Urals Energy ("the Board") has advised the AIM
Regulation earlier today that the Company has been unable to
appoint a nominated advisor (a "Nomad") to replace Allenby Capital,
the previous Nomad that had resigned on 15 February 2019, ahead of
the Company's Extraordinary General Meeting (the "EGM").
Since its election at the EGM on 22 February 2019, the Board has
concentrated its efforts on seeking various parties to act as the
Company's Nomad, including, but not limited to, Allenby Capital.
While having different expectations from the Company, in order for
them to consider the role of the Company's Nomad, the Nomad
candidates required certain common pre-conditions to be met or in
place by the 14 March 2019 deadline (the "Deadline"):
i) Bringing the Company's corporate governance system, rules and
procedures in line with the AIM requirements. The Board presented
the Nomad candidates with a road-map for ensuring full compliance
of the Company's corporate governance systems, controls and
procedures with AIM Rules and Regulations (the "Rules"). The Nomad
candidates were generally satisfied with the Board's proposal, but
insisted that the suggested road-map be fully implemented by the
Deadline. Yet, the majority of proposed changes to the Group's
corporate governance system involved the necessity to call a
shareholder meeting of JSC Petrosakh, which would require a 70-day
advance notice to its shareholders. Thus, the proposed road-map
would have been impossible to implement by the Deadline.
ii) Providing Board continuity. Nomad candidates also required
to keep Messrs. Andrew Shrager and Stephen Buscher as members of
the Board for no less than 6 months. The Board has noted that the
majority of the Company's shareholders, even excluding the votes of
Adler Impex S.A., the shareholder which requisitioned the EGM,
voted against Messrs. Andrew Shrager and Stephen Buscher. Moreover,
Messrs. Andrew Shrager and Stephen Buscher announced their
resignations from positions as members of the Company's Board ahead
of the EGM.
iii) Having an unconditional certainty about the financial
soundness of the Group. This condition required early or immediate
repayment of all the loans granted by the Group to various parties,
including, but not limited to, those related to the Kholmsk port
acquisition. The Board concluded, as was indicated in the Crowe
report, that none of the elements questioning the regularity of the
related decisions and/or documentation allowed immediate, legal
enforceability. Moreover, such earlier repayments would not have
changed the financial situation of the Company by the Deadline. The
Board has also noted that achieving financial soundness of the
Group within three weeks was not realistically achievable. The
financial position of the Company remains constrained.
As a result of the Company's failure to appoint a Nomad by the
Deadline, the Board is hereby regretfully informing shareholders
that the Company's listing on AIM will be canceled as of 15 March
2019, 7:00AM.
The effects of listing cancellation
The Board is aware that the cancellation of the share listing
(the "Cancellation") makes it more difficult for shareholders to
buy and sell the Company's shares should they wish to do so. It is
expected that the principal effects of the Cancellation will be as
follows:
-- There will be no formal market mechanism enabling the
shareholders to trade shares. At this point, there is no other
recognized market or trading facility intended to be put in place
to facilitate the trading of the shares.
-- In the absence of a formal market and quote, it may be more
difficult for shareholders to determine the market value of their
investment in the Company at any given time.
-- The regulatory and financial reporting regime applicable to
companies whose shares are admitted to trading on AIM will no
longer apply. In particular:
- Shareholders will no longer be afforded the protections given
by the AIM Rules, such as the requirement to be notified of certain
events and the requirement that the Company seek shareholder
approval for certain corporate actions, where applicable, including
substantial transactions, financing transactions, reverse
takeovers, related party transactions and fundamental changes in
the Company's business, including certain acquisitions and
disposals;
- the levels of disclosure and corporate governance within the
Company may not be as stringent as for a company quoted on AIM;
and
- the Company will cease to have an independent nominated
adviser and broker.
-- The Cancellation may have personal taxation consequences for
shareholders. Shareholders who are in any doubt about their tax
position should consult their own professional independent tax
adviser.
-- Whilst the Company's CREST facility will remain in place post
the Cancellation, it will be cancelled in the future and, although
the shares will remain transferable, they may cease to be
transferable through CREST. Therefore, the Company urges
shareholders to contact their brokers and custodians regarding
withdrawal of their shares from a depositary interest position /
electronic position to a certificated position on the Cypriot
register of the Company.
Notwithstanding the Cancellation, the Company will remain
registered with the Registrar of Companies in Cyprus in accordance
with and subject to the Companies Law of Cyprus (the "Law"). The
Company intends to continue providing certain services to
shareholders which they currently enjoy as shareholders of an AIM
company:
-- The Company will continue to communicate information about
the Company (including annual accounts) to its shareholders, as
required by the Law.
-- The Company will continue to hold annual general meetings.
-- The Company will continue to maintain its website and to post
updates from time to time, although shareholders should be aware
that there will be no obligation on the Company to include all of
the information required under AIM Rule 26, or to update the
website as required by the AIM Rules.
-- In addition, the Company confirms that there is currently no
intention to change the existing Directors following the
Cancellation.
Enquiries
Urals Energy Public Company Limited
Alexei Maximov, Chairman
Tel: +357 22 451686
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
SRSJIMRTMBBBBPL
(END) Dow Jones Newswires
March 14, 2019 13:19 ET (17:19 GMT)
Urals Energy (LSE:UEN)
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