4 Jul 2008 09:58
4 July 2008
Sibir Energy plc ("Sibir")
Moscow Refinery Update
Sibir is pleased to confirm the creation of Moscow NPZ Holdings B.V. ("Moscow NPZ Holdings"), a company incorporated in the Netherlands on 28 May 2008, into which Sibir's downstream subsidiary, Moscow Oil and Gas Company ("MOGC"), and Gazprom Neft ("GPN") will transfer their entire beneficial shareholdings in the Moscow Refinery ("MNPZ") in exchange for a 50% stake each in Moscow NPZ Holdings. The transfer of these interests will be completed in the next few months and will result in Moscow NPZ Holdings controlling 90.02% of the voting shares of the Moscow Refinery.
In the future:-
Given the extent of its controlling interest in the Moscow Refinery, Moscow NPZ Holdings will be entitled to elect all of the members of the Board of the Moscow Refinery and, accordingly, MOGC and GPN will be equally represented thereon.
MOGC and GPN have equal representation on the Board of Moscow NPZ Holdings.
All deadlock issues, relating to the Moscow Refinery will be resolved either by way of a pre-determined prescribed mechanism or by way of an independent third party appointed by a reputable international consultancy firm.
The chairmanship of the Moscow Refinery will be rotated on a 6 monthly basis between the parties. The chairman of the Moscow Refinery will not have casting vote.
The rights attached to the shareholding of Moscow NPZ Holdings in the Moscow Refinery will be exercised through an internationally accredited trust management company.
An independent operational management team will operate the Moscow Refinery.
All further acquisitions of shares in the Moscow Refinery by MOGC and GPN will be made on behalf of Moscow NPZ Holdings.
Given the control exercised by MOGC over MNPZ in the past MOGC has indemnified GPN against any actual liabilities of the Moscow Refinery incurred by the Moscow Refinery, other than in the normal course of business, prior to the formation of the joint venture.
Commenting on the announcement, Sibir's CEO, Henry Cameron, said:
"The Sibir Group has achieved a number of important milestones in recent times and the achieving consensus with State controlled Gazprom Neft ranks very high, if not the highest of those achievements to date. From a position of hostile corporate conflict less than a year ago, our subsidiary, MOGC, and Gazprom Neft have cautiously edged forwards over the course of the last nine months, during which time the integrity, motives and intentions of both sides have been repeatedly put to the test. The first break through in relations, came in December 2007 when Moscow Mayor and Chairman of MOGC, Yuri Luzhkov, and Gazprom CEO, Alexei Miller, formalised initial progress in a Memorandum of Understanding. Following a further six months of robust negotiations, when both parties sought to secure the maximum protection for their respective interests, common ground has now been found on all matters, resulting in today's most welcome announcement.
The establishment of Moscow NPZ Holdings with its extensive corporate governance provisions brings stability to the management of the Moscow Refinery and paves the way for the upgrading of its facilities whilst ensuring the continuity of a reliable supply of quality fuels to the citizens of Moscow and the Moscow Region."
Enquiries:
Henry Cameron, CEO
Moscow +7 495 790 7830
Stuard Detmer, Deputy CEO
Moscow +7 495 790 7830
Rory Murphy, Strand Partners Limited
London +44 (0) 20 7409 3494
Nick Miles, M: Communications
London +44 (0) 20 7153 1530