TIDMUEN
RNS Number : 9868S
Urals Energy Public Company Limited
09 October 2017
9 October 2017
Urals Energy Public Company Limited
("Urals Energy", the "Company" or the "Group")
Notice of Annual General Meeting
and
Dividend declaration
Urals Energy PCL (AIM: UEN), the independent exploration and
production company with operations in Russia, is pleased to
announce that the 2017 Annual General Meeting (the "AGM") of the
Company will be held on 9 November 2017 at 11:00 a.m. (Cyprus time)
at the registered office of the Company at Menandrou 3, Glafkos
Tower, 5th Floor, Office 501, 1066 Nicosia, Cyprus.
AGM resolutions
The purpose of the AGM is to consider and, if fit, to adopt the
following resolutions:
Ordinary Resolutions:
1. To consider the consolidated financial statements for the
year ended 31 December 2016, the report of the auditors
PricewaterhouseCoopers Cyprus and Director's Report thereon on the
recommendation of the Board of Directors.
2. Examination of the recommendation of the Board of Directors
as to the declaration of a final dividend of USD 0.062 per ordinary
share for the year ended 31 December 2016.
Special Resolutions:
3. That the proposed new Articles of Association, a copy of
which is signed and indicated by the letter "A" for purposes of
identification by a director of the Company, are approved and
adopted as the Articles of Association of the Company in
replacement and exclusion of the entire Articles of Association
being in force up to now.
Resolutions Requiring Cumulative Voting:
4. That Andrew Shrager be re-elected as a director of the
Company, on the recommendation of the Board of Directors.
Information on the final dividend
The Board of Directors proposes to the AGM that a final dividend
of USD 0.062 per ordinary share be distributed for the year ended
2016.
The dividend will be paid on 1 December 2017 to the shareholders
who on the record date of 3 November 2017 are recorded on the
shareholders' register maintained by Cymain Registrars Limited or
on the separate register of depository interests maintained by
Computershare Investor Services PLC. The ex-dividend date for the
dividend will be 2 November 2017.
Unless decided otherwise by the Board of Directors, dividends
payable to certificated shareholders will be paid in USD cheques
for the USD amount and sent to the shareholder's registered
addresses. Dividends payable for the certificated shareholders with
their registered addresses being in Russia will be paid by the
Company directly to their USD denominated bank accounts. Depositary
interest holders will receive their dividends via USD cheques for
the USD amount which will be sent to the registered address on the
register of depository interests.
Important notice regarding the withholding of the Cyprus Special
Defense Contribution
The attention of shareholders is drawn to the Cyprus Special
Defense Contribution Declaration form ("CSDC Declaration Form") and
its terms and conditions, copies of which have been sent to
shareholders. Individual shareholders (i.e. natural persons) that
are not corporations who hold ordinary shares in certificated form
should submit a completed CSDC Declaration Form to the Company via
the process described in the CSDC Declaration Form and its terms
and conditions. The CSDC Declaration Form and its terms and
conditions will also be available from the Company's website
(www.uralsenergy.com). Further information regarding the Cyprus
Special Defense Contribution can also be found below.
Information on the Articles of Association
The current version of the Articles of Association has been in
effect since the Company was established in 2003. Several
amendments relating to the rights of the shareholders, the increase
of the Company's authorized share capital and other issues have
been adopted since the admission of the Company's ordinary shares
to the AIM market of the London Stock Exchange in 2005.
In accordance with the recommendation of the Company's legal
advisers, a new consolidated version of the Company's Articles of
Association is proposed for approval to substitute the current
Articles of Association, in order for a single consolidated
document including all the regulations of the company to exist.
This proposed new version of the Articles of Association
includes only the two additional regulations, number 28 and 29,
which are outlined below:
28. Regulation 113 of Part I of Table A shall not apply. The
directors shall provide for the safe custody of the seal which
shall only be used by the authority of the directors and every
instrument to which the seal shall be affixed shall be signed by
one director or by any other person so appointed by the board of
directors for this purpose.
29. Any one of the Directors shall have the power to sign and/or
execute solely and individually on behalf of the Company any
documents whatsoever of the Company, including cases where the
Company is acting in the capacity of the director of any other
company or otherwise and all such documents signed solely by any
one of the Company's Directors or by such Directors' alterative
director shall be binding on the Company.
The Company as the sole shareholder of the Russian joint stock
companies CJSC Petrosakh and CJSC Articneft (the Company's
subsidiaries) deals with the Russian registrars that maintain the
registers of shareholders in accordance with the Russian Law. The
two new regulations that have been included in the new version of
the Articles of Association aim to comply with the requirements of
the Russian Law and simplify the document flow with the Russian
registrars.
Copies of the proposed new Articles of Association have been
sent to shareholders and will also be available from the Company's
website (www.uralsenergy.com).
Information on the Director standing for re-election
Mr Andrew Shrager is a private investor with a wealth of
experience in investment banking. Some of his main roles have
included: senior adviser at Renaissance Capital (emerging markets);
senior advisor to Merrill Lynch (Energy & Power group
throughout Russia and Central Europe); especially the British
Petroleum TNK acquisition; director of corporate finance at Lazard
Brothers, where he advised both the Central Electricity Generating
Board on its privatisation and National Power on its IPO. Between
2001 and 2012 Andrew was a director of Utilyx, one of the UK's
leading specialists in energy and carbon, and between 2007 and
2010, he was a director of GeoDynamics Research. Since 2012, Andrew
has held the position of CEO at GeoDynamics Worldwide, an
international oil service and investment company.
Recommendation
Your Directors consider that the proposals described above are
in the best interests of shareholders as a whole and unanimously
recommend that shareholders vote in favour of the resolutions to be
proposed at the AGM.
Actions to be taken
Please complete, sign and return a Form of Proxy ("Proxy") or a
form of instruction (as the case may be) as soon as possible in
accordance with the instructions printed thereon. Proxies should be
returned so as to be received by the Company in accordance with the
instructions on the enclosed Proxy. Completion and return of the
Proxy will not prevent you from attending in person and voting at
the meeting should you subsequently decide to do so.
Posting of AGM Documents
The following documents (collectively the "AGM Documents") have
been sent to shareholders and will shortly be available from the
Company's website (www.uralsenergy.com):
-- a letter to shareholders
-- the notice to convene the AGM
-- the proposed new Articles of Association
-- the Proxy
-- a form of instruction
-- the CSDC Declaration Form and its terms and conditions
This announcement should be read in conjunction with the AGM
Documents.
Terms and Conditions for the withholding of the Cyprus Special
Defence Contribution
If you are in any doubt about what course of action to take, you
should consult an appropriately qualified tax adviser. Nothing
within these terms and conditions constitutes tax advice and the
Company will have no responsibility whatsoever to its shareholders
for tax-related matters or tax liabilities.
The Cyprus Special Defence Contribution ("CSDC") is required to
be deducted from cash dividends paid by companies incorporated in
Cyprus to shareholders who are tax residents and domiciled in
Cyprus for tax purposes ("Cyprus Domiciled"). The CSDC only applies
to individual shareholders (natural persons) and is not required to
be deducted from cash dividends paid to shareholders that are
corporations (legal persons). The CSDC is not required to be
deducted from cash dividends paid by companies incorporated in
Cyprus to individual shareholders who are not Cyprus Domiciled. The
CSDC rate for cash dividends is currently 17%.
If you are an individual shareholder who holds your ordinary
shares in the Company ("Ordinary Shares") in certificated form then
the Company requests that you submit a completed CSDC Declaration
Form via the process described below to confirm whether or not you
are Cyprus Domiciled.
Ordinary Shares held in certificated form
If you are an individual shareholder and are not Cyprus
Domiciled and it is not necessary for the CSDC to be withheld from
your dividend entitlement, then you should formally declare this to
the Company by following the instructions set out in this
announcement and submitting a completed CSDC Declaration Form.
-- If you are an individual shareholder who holds your Ordinary
Shares in certificated form and make a valid declaration that you
are not Cyprus Domiciled, then you will receive your 2017 dividend
entitlement without any deduction of the CSDC (equivalent to a
payment of USD 0.062 per Ordinary Share).
-- If you are an individual shareholder who holds your Ordinary
Shares in certificated form and make a valid declaration that you
are Cyprus Domiciled, then you will receive your 2017 dividend
entitlement net of the deduction of the CSDC (equivalent to a
payment of USD 0.051 per Ordinary Share).
-- If you are an individual shareholder who holds your Ordinary
Shares in certificated form and you make no declaration, or your
declaration is invalid, then you will receive your 2017 dividend
entitlement net of the deduction of the CSDC (equivalent to a
payment of USD 0.051 per Ordinary Share) regardless of whether you
are domiciled in Cyprus for tax purposes.
The Company shall have no liability whatsoever to non-Cyprus
Domiciled shareholders who hold their Ordinary Shares in
certificated form who do not make a valid declaration and therefore
receive their 2017 dividend entitlement net of the deduction of the
CSDC. It is the shareholder's responsibility to duly and validly
inform the Company of their tax residence status. The Company will
make no further enquiries as to the tax residence of its
shareholders.
Please note that individual shareholders who hold their Ordinary
Shares in certificated form will only be able to use the procedure
described in this announcement. No other form of declaration will
be accepted. To be valid declarations must be received by no later
than 5:00 pm (Cyprus Time) on 6 November 2017 (the "Declaration
Deadline").
If you are an individual shareholder who holds your Ordinary
Shares in certificated form, then you should make a declaration to
the Company by completing, signing and returning a CSDC Declaration
Form in accordance with the instructions set out in the CSDC
Declaration Form to the Company's registered offices, Menandrou 3,
Glafkos Tower, 5thFloor, Office 501, 1066 Nicosia, Cyprus so as to
arrive no later than 5.00 pm (United Kingdom Time) on the
Declaration Deadline.
If you hold your Ordinary Shares under different designations,
then you should complete a separate CSDC Declaration Form for each
designation. Additional CSDC Declaration Forms are available from
the Company's website, www.uralsenergy.com. No acknowledgement of
receipt of CSDC Declaration Forms will be given.
If for any reason your Ordinary Shares are registered in more
than one account on the Company's share register, then the holdings
will be treated separately for all purposes and you should complete
a separate CSDC Declaration Form for each such holding.
If you make a valid declaration via a CSDC Declaration Form, it
will only apply to the dividends declared in respect of your entire
shareholding on the record date of 3 November 2017 for the payment
of the Company's final dividend for the year ended 31 December
2016. A further CSDC Declaration Form will be required in respect
of any further dividends may be declared by the Company in the
future.
You may cancel your declaration by writing to the Company at the
above registered office address. For a cancellation to be effective
it must be received before the Declaration Deadline.
Ordinary Shares held in uncertificated form.
If you hold your Ordinary Shares in uncertificated form via
depositary interests in CREST, then you will automatically receive
your dividend entitlement without any deduction of the CSDC
(equivalent to a payment of USD 0.062 per Ordinary Share)
regardless of whether you make a declaration via the process
described in this announcement.
If you are Cyprus Domiciled and it is necessary for the CSDC to
be paid in respect of your dividend entitlement and you hold your
Ordinary Shares in uncertificated form via depositary interests in
CREST, then it is entirely your responsibility to ensure that the
appropriate CSDC payments in respect of your dividend entitlement
are made to the Cyprus Tax Department and/or to the appropriate
Cyprus tax authorities. The Company shall have no liability
whatsoever to Cyprus Domiciled beneficial owners who hold their
Ordinary Shares in uncertificated form via depositary interests in
CREST and are or become liable to pay the CSDC in respect of their
dividend entitlements.
For further information, please contact:
Urals Energy Public Company Limited
Andrew Shrager, Chairman Tel: +7 495 795 0300
Leonid Dyachenko, Chief Executive
Officer
Sergey Uzornikov, Chief Financial
Officer
www.uralsenergy.com
Allenby Capital Limited
Nominated Adviser and Broker
Nick Naylor / Alex Brearley Tel: +44 (0) 20 3328
5656
www.allenbycapital.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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