5 Dec 2014 11:15
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS. NOTHING IN THIS ANNOUNCEMENT SHALL CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR ANY SECURITIES REFERRED TO HEREIN NOR SHOULD IT FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY CONTRACT OR COMMITMENT WHATSOEVER.
5 December 2014
RUSPETRO PLC
("Ruspetro" or the "Company")
Shareholder approval of the Restructuring
Ruspetro plc announces that at the General Meeting of the Company, duly convened and held today at 10.00 a.m., the Resolutions set out in the Notice of General Meeting which were included in the prospectus dated 17 November 2014 ("Prospectus") were passed.
Accordingly, Admission of the New Ordinary Shares to be issued pursuant to the Restructuring and Completion of the Restructuring is expected to take place on 10 December 2014.
Terms defined in the Prospectus have the same meaning when used in this announcement.
Resolution | For | Against | Withheld | Total Votes Cast | For as % of Total Shares Voted |
1 - To authorise the Directors to allot ordinary shares in connection with the Open Offer, Placing, Conversion and Settlement. | 257,151,653 | 0 | 2,060 | 257,151,653 | 100% |
2 - To approve the Related Party Transactions with Limolines. | 167,001,653 | 0 | 90,152,060 | 167,001,653 | 100% |
3 - To approve the Related Party Transactions with Makayla. | 228,332,636 | 0 | 28,821,077 | 228,332,636 | 100% |
4 - To approve the Related Party Transactions with Nervent. | 199,241,820 | 0 | 57,911,893 | 199,241,820 | 100% |
5 - To approve the offer of new ordinary shares pursuant to the Placing and Open Offer at a discount of more than 10%. | 257,151,653 | 0 | 2,060 | 257,151,653 | 100% |
6 - To authorise the waiver of statutory pre-emption in connection with the allotment of Ordinary Shares in connection with the Open Offer, Placing, Conversion and Settlement. | 257,151,653 | 0 | 2,060 | 257,151,653 | 100% |
A company presentation will be put up on www.ruspetro.com today.
Enquiries:
Investors / Analyst enquiries
Dominic Manley, Ruspetro
+44 20 7887 7624
Twitter: @ruspetroplc
Media enquiries
Ben Brewerton / George Parker - FTI Consulting
+44 20 3727 1000
Disclaimer
This announcement is not intended to and does not constitute or form part of any offer to sell or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the proposals set out herein or otherwise, nor shall it (or the fact of its distribution) form the basis of, or be relied on in connection with, any contract therefor or be considered a recommendation that any investor should subscribe for or purchase or invest in any securities.
The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933 as amended (the "Securities Act") or under any U.S. state securities laws and may not be offered or sold within the United States unless any such securities are registered under the Securities Act or an exemption from the registration requirements of the Securities Act and any applicable state laws is available.
Strand Hanson Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA") has been appointed as Sponsor to Ruspetro in connection with the Restructuring. Strand Hanson Limited will not be responsible to anyone other than Ruspetro for providing the protections afforded to clients of Strand Hanson Limited nor for providing advice in relation to the Restructuring, the content of this announcement or any matter referred to herein.
Mirabaud Securities LLP, which is authorised and regulated in the United Kingdom by the FCA, has been appointed as broker to Ruspetro in connection with the Restructuring. Mirabaud Securities LLP is acting exclusively for Ruspetro and for no one else in connection with the Restructuring and will not be responsible to anyone other than Ruspetro for providing the protections afforded to clients of Mirabaud Securities LLPnor for providing advice in relation to the Restructuring, the content of this announcement or any matter referred to herein.