28 May 2009 07:00
LONDON, 28 MAY 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
Offer for Minority Shareholdings in Sibir Energy Plc ("Sibir") on behalf of JSC Gazprom Neft ("Gazprom Neft")
Recommended Cash Offer
Gazprom Neft and Renaissance Securities (Cyprus) Limited ("Renaissance Capital") note the announcement made by Sibir on 26 May 2009, in relation to the proposed recommended cash offer to be made by or on behalf of Gazprom Neft for the entire issued and to be issued share capital of Sibir, excluding, inter alia, shares legally and beneficially owned by or on behalf of Gazprom Neft and shares legally and/or beneficially owned by certain other shareholders including Bennfield Limited, Central Fuel Company and the Bank of Moscow (the "Excluded Shares" as more fully defined in the "Notes" section below) (the "Offer").
The unconditional Offer is 500 pence in cash (the "Offer Price") for every Sibir ordinary share of 10 pence each which is the subject of the Offer (the "Shares").
The offer document (the "Offer Document") with a form of acceptance ("Form of Acceptance") is available on the following URL: http://www.rencap.com/eng/Information_Disclosure.asp and the Offer can now be accepted by holders of Shares (other than Excluded Shares) ("Qualifying Shareholders"). The Offer Document and Forms of Acceptance will also be mailed to Qualifying Shareholders. Copies of the Offer Document and the Form of Acceptance will be made available for collection from Capita Registrars at The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU and from Renaissance Securities (Cyprus) Limited at 2-4 Arch. Makarious III Ave, Nicosia, HM12, Cyprus.
Renaissance Capital Trading Facility
In addition to the Offer, and as an alternative means for Qualifying Shareholders to sell their Shares, Renaissance Capital on behalf of Gazprom Neft invites offers for the sale of the Shares at the Offer Price (the "Renaissance Capital Trading Facility").
Renaissance Capital will immediately commence purchasing shares of Sibir (other than Excluded Shares) on behalf of Gazprom Neft. Qualifying Shareholders of Sibir are invited to contact Renaissance Capital and offer their Shares for sale. The Renaissance Capital Trading Facility will continue to be available to eligible shareholders throughout the period during which the Offer remains open for acceptance. Renaissance Capital reserves the right not to accept any such offer.
Sibir is listed on AIM (Ticker: SBE:LN). The shares are currently suspended and Renaissance Capital and Gazprom Neft make no representation as to the accuracy or completeness of public information regarding Sibir.
Gazprom Neft or its affiliate may acquire other interests in shares not the subject of the Offer or Renaissance Capital Trading Facility including, whether directly or indirectly, from holders of Excluded Shares such as Central Fuel Company, Bennfield or Bank of Moscow or their assignees or successors, at a price which may be different from the Offer Price, and on terms which are different to the offer terms or terms of the Renaissance Capital Trading Facility for offers to sell, but makes no representation express or implied that it will do so.
For further information, please contact:
Gazprom Neft
Igor M. Tsibelman, Esq.
Tatiana Morozova.
+ 7 495 777 3152
Renaissance Capital
Dominic Bokor-Ingram, Equity Sales, +44 207 367 7723
Brien McMahon, Sales Trading, +44 207 367 7711
Richard Betson, Sales Trading, +44 207 367 7714
Arie Kravtchin, Equity Syndicate +7 495 783 5691
Notes
"Excluded Shares" are any Shares which are, or in the sole discretion of Gazprom Neft (acting reasonably) appear to be, legally and/or beneficially owned by or on behalf of the following, and their assignees and successors in title:
(a) Central Fuel Company;
(b) Bennfield Limited; or
(c) the Bank of Moscow
and in addition any Shares in respect of which, in the sole discretion of Gazprom Neft (acting reasonably, save in respect of paragraph (i) below in respect of which Gazprom Neft's discretion shall be absolute):
(d) the person purporting to tender an acceptance of such Shares is or may be prohibited or not permitted to sell, as a result of a freezing order (or analogous order) issued by a court in the United Kingdom or elsewhere;
(e) the acquisition of such Shares would or may be prohibited, prevented or require a notification or clearance under the Proceeds of Crime Act 2002 or analogous legislation in any jurisdiction;
(f) the person purporting to tender an acceptance of such shares cannot demonstrate good title to such Shares, where "good title" means such Shares are sold free from all liens, charges, equitable interests, encumbrances, right of pre-emption and any other third party rights and interests of any nature whatsoever;
(g) it would otherwise be unlawful for the person purporting to tender an acceptance of such Shares to sell, or for Gazprom Neft to acquire, the Shares;
(h) such Shares which were offered for sale by a Shareholder (and accepted on behalf of Gazprom Neft) pursuant to Gazprom Neft's invitations to offer on 23 April 2009 and 22 May 2009; or
(i) are held by Shareholders to which the Offer will not be extended due to the location of the Shareholder in a jurisdiction other than the United Kingdom (see below).
Renaissance Securities (Cyprus) Limited, which is authorised and regulated in Cyprus by the Cyprus Securities and Exchange Commission and enjoys passporting rights allowing it to do investment business in the UK, is acting for Gazprom Neft in relation to the matters described in this announcement and is not advising any other person and accordingly will not be responsible to any person other than Gazprom Neft for providing the protections afforded to the customers of Renaissance Securities (Cyprus) Limited or for providing advice in relation to the matters described in this announcement.
The Offer and Renaissance Capital Trading Facility are made to Shareholders whose address on the Company's register of members is within the United Kingdom. In respect of Shareholders whose address on the register of members is outside the United Kingdom, the Offer shall only be made available, and the Renaissance Capital Trading Facility made, at Gazprom Neft's sole discretion, where it would be proportionate in the circumstances to do so, having regard to (but not limited to) the cost involved, any resulting delay to the Offer timetable, the number of registered Shareholders in the relevant jurisdiction, the number of Shares involved and any other factors invoked by Gazprom Neft.
The Offer will not be made, directly or indirectly, in or into, or by the use of the mails or any means of instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of any jurisdiction outside the United Kingdom (in this announcement, an "Excluded Jurisdiction"). Accordingly, except as required by applicable law, copies of this announcement are not being, and may not be, mailed or otherwise forwarded, distributed or sent in, into or from any such Excluded Jurisdiction. Persons receiving this announcement (including without limitation nominees, trustees or custodians) must not forward, distribute or send it into any Excluded Jurisdiction.
Qualifying Shareholders are strongly advised to read the formal documentation in relation to the Offer.
This announcement does not constitute, or form any part of, any offer for, or solicitation of any offer for, securities. Any acceptance or other response to the Offer should be made on the basis of the information contained in the Offer Document and the Form of Acceptance accompanying such Offer Document.