TIDMUEN
RNS Number : 6448W
Urals Energy Public Company Limited
02 January 2014
Press Release 2 January 2014
Urals Energy PCL
("Urals Energy" or the "Company")
Posting of letter to shareholders re. the Extraordinary General
Meeting
Introduction
Urals Energy (AIM:UEN), the independent exploration and
production company with operations in Russia, announces that it has
today posted a letter to its shareholders setting out the Urals
Energy board of directors' (the "Board") reasons for recommending
that shareholders vote against the resolutions to be proposed at
the Extraordinary General Meeting of the Company's shareholders to
be held at 11.00 a.m. (Cyprus time) on Monday, 27 January 2014 at
the Evagoras Building, Office 34, 3rd floor, 31 Evagorou Avenue,
Nicosia, CY-1066, Cyprus (the "EGM"). The Company posted a notice
convening the EGM on 25 October 2013.
The letter is currently being sent to shareholders and will
shortly be available for download from the Company's website,
www.uralsenergy.com, in accordance with AIM Rule 20
The letter contains the following statements:
One of the requisitioners is no longer a Urals Energy
shareholder
Of the two requisitioners (the one that was the most familiar
with the Company's operations), Alpcot Capital Management Ltd, has
sold all of its shareholding in the Company. Mr. Torbjorn Ranta,
the representative of Alpcot Capital Management Ltd on the Board
has resigned and left the Board.
The shares owned by Alpcot Capital Management Ltd have been
acquired by Adler Impex S.A. ("Adler"), who have recently announced
that they are the beneficial owner of 25.08 per cent. of the issued
share capital of the Company and that they fully support the
existing management team.
Petraco Loan has been repaid
It was announced on 10 December 2013 that the loan from Petraco
Oil Company to the Company has been repaid in full and Petraco Oil
Company's charge over Arcticneft, one the producing assets of Urals
Energy has been released.
Alleged debt repayment agreement
On 21 November 2013, the Company announced that a company owned
by a former director of the Company, Mr. Rovneiko, has claimed that
it is owed US$41,652,000 pursuant to an alleged debt repayment
agreement. Following an investigation conducted by the
non-executive directors of Urals Energy, the Board has concluded
that Urals Energy has no liability under the alleged debt repayment
agreement as the Company had not entered into any such an agreement
and the alleged debt repayment agreement itself appears to be a
forgery.
The Board also believes that any attempt to use this forged
document by Mr. Rovneiko, and/or any other party, directly or
indirectly, constitutes a detrimental action against the Company
and the interests of shareholders. Your Board believes that it is
no coincidence that this alleged debt repayment agreement appeared
shortly after the requisition of the EGM and following assertive
attempts by the Company to enforce the decision of the Court of
Arbitration in London against Mr. Rovneiko in several
jurisdictions.
Shareholders will note the announcement by the Company on 16
December 2013 that its Moscow office had been visited by the police
and that certain files had been removed. The Board has reason to
believe that this visit was a crude attempt by certain parties to
intimidate the Board into acting against the best interests of
shareholders. The Board are continuing to try to determine the
reasons behind the police visit.
The Company announced on 19 December 2013 that the potential
offer for the Company by an unnamed third party would now not be
proceeding. The Board believes that the third party's reasons for
withdrawing are, in part, due to the uncertainty created by the
alleged debt repayment document and the recent police visit
referred to above.
Key Reasons for the Board's Recommendation to Vote AGAINST ALL
the Resolutions
No Strategy
-- The remaining requisitioner (Fire East Corporation) does not
possess a strategy for the Company, as was set out in a recent
statement by them, and has little knowledge of the Company and its
operations.
-- Voting in favour of the resolutions will:
(i) undermine all of the current management team's efforts of
the last several years to cleanse the Company of its legacy
issues;
(ii) risk the Company's current stability and future progress; and
(iii) will result in a major upheaval at the Company with the
risk of the departure of key technical and operational staff.
The remaining requisitioner is planning on using the Company to
acquire a high risk asset and dilute existing shareholders
-- Mr. Bosov (whom the Board believe is connected to Fire East
Corporation) has previously, in 2010 and 2013, approached the
Company (through Mr. Barskiy) with proposals concerning the
acquisition of Prizalivnyj license on Sakhalin Island (which is
owned by Pacific Oil Company). These proposals have been rejected
by the Board as not being in the best interests of the Company's
shareholders.
-- The Board also believes that the 2013 proposal, which also
proposed a merger with Matra Petroleum plc of which Mr. Barskiy is
the CEO, would not protect the minority Urals Energy
shareholders.
-- An Independent recommendation on these proposals led the
Board to reject them due to geological and financial risks.
-- There is a real danger that shareholders will have their
interests in the Company significantly diluted if the Resolutions
are passed.
The Resolutions proposed are not in the interests of
shareholders
-- Fire East Corporation and its backers intend to take control
of the Company without having to make an offer for all the shares
or make any other commitment to the Company or its
shareholders.
-- The Board believes that the appearance of the alleged debt
repayment agreement is an attempt to blackmail the Board and
influence Urals Energy shareholders. If allowed to vote, Mr.
Rovneiko will vote "for" the resolutions. The Board believes that
if the resolutions are approved the new board will waive the US$7.5
million owed to the Company by Mr. Rovnieko. Do you really want to
side with him?
-- Voting AGAINST the proposals is the only way to protect the
rights of all shareholders.
Board Recommendation
For the reasons listed above, the Board unanimously recommends
that shareholders vote against all the resolutions proposed by Fire
East Corporation at the EGM.
- Ends -
For further information, please contact:
Urals Energy Public Company Limited
Alexei Maximov, Chief Executive Tel: +7 495 795 0300
Officer
Sergey Uzornikov, Chief Financial www.uralsenergy.com
Officer
Allenby Capital Limited
Nominated Adviser and Broker
Nick Naylor Tel: +44 (0) 20 3328
5656
www.allenbycapital.com
Media enquiries:
Abchurch
Henry Harrison-Topham / Alistair Tel: +44 (0) 20 7398
de Kare-Silver 7715
alistair.dks@abchurch-group.com www.abchurch-group.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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