Notice of Annual General Meeting and Dividend declaration
09 October 2017
Urals Energy PCL ("Urals Energy" or the "Company")
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.
The purpose of the AGM is to consider and, if fit, to adopt the following resolutions:
- 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.
- 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.
- 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:
- 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.
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.
Notice of AGM to be held on 9 November 2017
AGM 2017 Form of Proxy
AGM 2017 Form of Instruction
Proposed New Consolidated Articles of Association
CSDC Declaration Form
Terms and Conditions for the Witholding of the Cyprus Special Defence Contribution
AGM 2017 Letter
For further information, please contact:
Urals Energy Public Company Limited
Andrew Shrager, Chairman
Leonid Dyachenko, Interim Chief Executive Officer
Sergey Uzornikov, Chief Financial Officer
Tel: +7 495 795 0300, www.uralsenergy.com
Allenby Capital Limited, Nominated Adviser and Broker
Nick Naylor / Alex Brearley
Tel: +44 (0) 20 3328 5656, www.allenbycapital.com
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