Requisition of General Meeting
11 December 2018
Urals Energy PCL ("Urals Energy" or the "Company" or the "Group")
Requisition of General Meeting
Dissemination of a Regulatory Announcement that contains inside information according to REGULATION (EU) No 596/2014 (MAR).
The board of directors of Urals Energy (the "Board"), the independent exploration and production company with operations in Russia, announces that the Company has received a letter from Adler Impex S.A. (the "Requisitioner") regarding a purported requisition for Urals Energy to convene an extraordinary general meeting of the Company (the "EGM") to propose a number of resolutions (the "Resolutions") as outlined further below.
The Requisitioner's letter informs the Company that the Requisitioner is the registered holder of 5,628,069 ordinary shares in the capital of the Company, which represents 44.59% of the Company's voting rights. As indicated in previous recent announcements, the Board believes that the Requisitioner is owned by a trust for the benefit of the family of Mr. Kononov.
A summary of the Resolutions proposed within the Requisitioner's letter is as follows:
- The removal of the Non-Executive Director of the Company, Mr. Andrew Henry Shrager, from the Board, with immediate effect;
- The removal of the Executive Director of the Company, Mr. Leonid Y. Dyachenko from the Board with immediate effect;
- The removal of the Non-Executive Director of the Company, Mr. Stephen Myers Buscher, from the Board with immediate effect;
- The appointment of Mr. Vladimir Rusinov to the position of a Director of the Company with immediate effect;
- The appointment of Mr. Alexey Maximov to the position of a Director of the Company with immediate effect;
- The appointment of Mr. Vasily Mesheryakov to the position of a Director of the Company with immediate effect;
- The appointment of Mr. Jean-Pascal Hilaire Peltier to the position of a Director of the Company with immediate effect.
If all Resolutions were to be passed at an EGM, then the Company's board of directors would consist solely of Mssrs. Rusinov, Maximov, Mesheryakov and Peltier (the "Proposed Directors"). With the exception of their passport numbers, no biographical or other due diligence information has been provided by the Requisitioner in respect of the Proposed Directors, although the Board notes that Mr Maximov is the former Chief Executive Officer of the Company.
Under the AIM Rules for Companies regarding the appointment of new directors, the Company's nominated adviser is required to undertake customary due diligence and satisfy itself as to the suitability of any new directors, with a view to determining that the Company is suitable to be a Company with shares admitted to AIM.
Urals Energy is currently seeking advice in relation to the validity of the purported requisition and the appropriate next steps under Cyprus law (including the timescale for convening an EGM).
Further announcements will be made in due course.
For further information, please contact:
Urals Energy Public Company Limited
Andrew Shrager, Chairman
Leonid Dyachenko, Chief Executive 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
<< back to latest news