Cancellation of trading in the Company's shares on AIM
14 March 2019
Urals Energy PCL ("Urals Energy" or the "Company")
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"):
- 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.
- 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.
- 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.
Urals Energy Public Company Limited
Alexei Maximov, Chairman
Tel: +357 22 451686
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