PetroNeft Resources plc (PTR.L, PTR) has published a notice of an Extraordinary General Meeting ("EGM") where a resolution will be put before shareholders to approve the proposed disposal of PetroNeft's Russian business and assets "Proposed Disposal".
Background
On 14 June 2023, and subsequently, on 1 August 2023, PetroNeft announced that it had reached agreement for the sale of its Russian business interests to Pavel Tetyakov, CEO of PetroNeft.
The Company proposes to enter into the share purchase agreements in connection with the proposed sale of its Russian business interests for a net cash consideration of RUB189.01M, plus US$1 (before any withholding taxes as may be applied by existing laws and regulations) plus 10% of any LLC Granite Construction or WorldAce Investment Limited, receivable paid to Pavel Tetyakov from the date of Completion of the relevant sale and purchase agreement until the date falling on the first anniversary thereof. All monies, to be paid to PetroNeft's bank account in Dublin, Ireland.
The cash consideration for the Russian Assets is allocated as follows:
LLC Lineynoye
Proceeds (M Rub): 210
To PetroNeft (%): 90%
PetroNeft (M Rub): 189
Partner Share (M Rub): 21.0
Partner: Belgrave Naftogas B.V.
LLC Granite Construction
Proceeds (M Rub): 0.01
To PetroNeft (%): 100%
PetroNeft (M Rub): 0.01
Partner Share (M Rub): N/A
Partner:N/A
Proceeds (M Rub): 210.01
To PetroNeft (%): 89.7%
PetroNeft (M Rub): 189.01
Partner Share (M Rub): 21.0
WorldAce Investment Limited
Proceeds (US $): 1
To PetroNeft (%): 100%
PetroNeft (US $): 1
Partner Share: N/A
Partner: Oil India International B.V.
Proceeds (US $): 1
To PetroNeft (%): 100%
PetroNeft (US $): 1
Partner Share: 0
The business of the EGM will be to consider and, if thought fit, approve a resolution relating to the disposal of PetroNeft's Russian assets.
The Company has agreed the terms and form of the share purchase agreements with the buyer in connection with the proposed sale of its Russian business interests. The Proposed Disposals constitute a fundamental change of business pursuant to the AIM Rules and Euronext Growth Rules, and therefore require the approval of the shareholders at an EGM of the Company.
The Proposed Disposals will also require Russian Governmental approvals.
RELATED PARTY TRANSACTION
Pavel Tetyakov is the CEO and an Executive Director of the Company and owns 1.46 % of the issued share capital of the Company. Accordingly, the Proposed Disposal constitutes a related party transaction under the AIM Rules and the Euronext Rules.
An independent committee of the Board, comprising Mr. Sacca, Mr. Jersing, Mr. Sturt and Miss Shaftelskaya, (the "Independent Committee") was constituted in February 2023 to consider the proposed disposal to Pavel Tetyakov and all other viable options.
The Independent committee, consider, having consulted with the Company's Nominated Adviser and Euronext Growth Adviser, Davy, that the terms of the Proposed Disposal are fair and reasonable insofar as the Company's shareholders are concerned.
