EGM Requisition and Publication of Circular

April 1, 2014

PetroNeft Resources PLC

1 April 2014

PetroNeft Resources plc

("PetroNeft" or the "Group" or the "Company")


EGM Requisition and Publication of Circular


Board Recommends Shareholders to Vote AGAINST ALL Resolutions



PetroNeft (AIM: PTR) owner and operator of Licences 61 and 67, Tomsk Oblast, Russian Federation, has received a notice requisitioning an Extraordinary General Meeting (“EGM”) of the Company from Natlata Partners Limited (“Natlata”), a company registered under the laws of the British Virgin Islands. Natlata has notified PetroNeft that it has a beneficial shareholding of 104,301,536 Ordinary Shares representing approximately 14.7 per cent. of the issued share capital of the Company which is sufficient, under the Companies Act 1963, to require the Board to call an EGM.


PetroNeft announces that it has today posted a circular to its Shareholders to convene an Extraordinary General Meeting of the Company, which is to be held at 11.15 a.m. at the Herbert Park Hotel, Ballsbridge, Dublin 4, Ireland on 9 May 2014.  The circular contains details of the EGM Resolutions that are to be put to Shareholders and sets out the Board’s response to the EGM Resolutions.


Over the past year PetroNeft has held discussions with a large number of parties in relation to a potential farmout of up to 50 per cent. of Licence 61 and has also held discussions with a number of Russian and International banks to refinance its Macquarie Debt Facility.


Having considered in detail a number of offers, PetroNeft is now finalising a farmout of 50 per cent. of Licence 61 to a large international oil and gas company, which will enable PetroNeft to repay all of its existing debt, have cash for working capital purposes and significant funds available to invest directly in Licence 61 over the coming years.


Natlata has put forward two proposals whereby it would acquire a controlling shareholding in PetroNeft without paying Shareholders a fair price for obtaining control of the Company. These proposals have been considered by the Board together with its advisers and are deemed not to be in the best interests of the Company and of the Shareholders as a whole.


The planned farmout of 50 per cent. of Licence 61 is more attractive for PetroNeft and significantly less dilutive for other Shareholders. The Board and our proposed new partner on Licence 61 expect to enter into definitive legal documentation by mid April 2014, after which the Board will be able to provide Shareholders with detailed terms of the transaction. Completion of the farmout will materially strengthen PetroNeft financially, technically and strategically, positioning the Company to fully exploit the potential of its assets in the interests of all of its Shareholders.


The EGM Resolutions which include Ordinary Resolutions relating to the appointment of five new directors (Fraser Innes, Richard Thornton, Pavel Tetyakov, Anthony Sacca and David Sturt)  and for the removal of five current directors (Dennis Francis, David Sanders, Paul Dowling, David Golder and Vakha Sobraliev) (“Ordinary Resolutions”) and Special Resolutions that would direct the board to undertake certain due diligence, consider all possible options in relation to refinancing the Macquarie Debt Facility and to change the Articles of Association to require any transaction in relation to Licence 61 to be subject to shareholder approval (“Special Resolutions”).


The circular will be available shortly on the Company’s website at the following link:


David Golder, Chairman of PetroNeft Resources plc, in a letter to shareholders said:

“Your Board believes that Natlata has proposed the EGM Ordinary Resolutions as a means by which it can obtain control of the Board, and hence the Company, without paying Shareholders a fair price for obtaining control of the Company and it has proposed the Special Resolutions as a means by which it can seek to delay or frustrate PetroNeft completing the farmout of Licence 61, which would otherwise materially strengthen the Company.


Your Board believes that the EGM Resolutions are NOT in the best interests of the Company and Shareholders as a whole and is therefore unanimously recommending that you vote AGAINST all of the EGM Resolutions.” 




For further information, contact:

Dennis Francis, CEO, PetroNeft Resources plc    

+353 1 647 0280

Paul Dowling, CFO, PetroNeft Resources plc       

+353 1 647 0280

John Frain/Brian Garrahy, Davy (NOMAD and Joint Broker)

+353 1 679 6363

Henry Fitzgerald-O’Connor, Canaccord Genuity Limited (Joint Broker)   

+44 207 523 8000

Martin Jackson / Shabnam Bashir, Citigate Dewe Rogerson

+44 207 638 9571

Joe Murray/Ed Micheau, Murray Consultants

+353 1 498 0300