19 Sep 2013 12:00
19 September 2013
Ruspetro plc ("Ruspetro" or the "Company")
London, 19 September 2013: Ruspetro plc (LSE: RPO) has been informed that Kalior Invest S.A. has entered into a sale and purchase agreement to purchase nine million Ruspetro ordinary shares and has an option to purchase an additional nine million ordinary shares at a price of 100 pence per ordinary share from Limolines Transport Limited (the "SPA"). 18 million ordinary shares make up 5.4% of the total issued share capital of Ruspetro plc; this is a notifiable transaction under the Financial Conduct Authority's Disclosure and Transparency Rules.
Completion of the acquisition of the nine million ordinary shares and the exercise period for the option to purchase an additional nine million ordinary shares is no later than 30 September 2013 under the SPA. Kalior Invest S.A. is an affiliate of United Group SA, the owner of which is Mr Igor Shamis.
Mr Igor Shamis commented:
"I am delighted to have secured an equity stake in Ruspetro plc. The fact that the transaction price is at a premium to the current share price shows my confidence in the potential of the company and its ability to deliver growth. I believe management and the Board are focused on the delivery of higher returns to shareholders as the recently announced operational and corporate progress suggests."
Tom Reed, Chief Executive Officer, commented:
"We are pleased to receive an endorsement of Ruspetro's progress from Mr Shamis. Our recent agreements with Schlumberger and Glencore, combined with advantageous changes in the Russian tax regime for tight oil, form a strong foundation for delivering on the expectations set by this investment. We will continue with our appraisal program and strategic processes, and will update the market in due course."
Future Announcements
The Company's third quarter interim management statement will be released on 7 November 2013.
Enquiries
Investors / analyst enquiries
Dominic Manley, Ruspetro
+44 207 318 1265 / +44 7540 460 872
Twitter: @ruspetroplc
Media
Natalia Erikssen - FTI Consulting
+44 207 831 3113
About Ruspetro
Ruspetro plc is an independent oil & gas development and production company, listed on the premium segment of the London Stock Exchange (LSE: RPO). The Company's operations are located on three contiguous licence blocks in the middle of the Krasnoleninsk Arch in Western Siberia. Ruspetro assets include proved and probable (2P) reserves of over 1.8 billion barrels of oil equivalent.
About Mr Shamis
Mr Shamis was formerly Chairman of Volgograd based metallurgical company, Krasny Oktyabr and is now the owner of United Group SA, an international metallurgical conglomerate established in 2008 with headquarters in Luxembourg and operating offices in Moscow, Russia and Pilsen, Czech Republic. United Group SA has combined Pilsen Steel (formerly ŠKODA STEEL) with BumMash, a metals producer based in the Russian Federation.
TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARESi | ||||||||||||||||
1. Identity of the issuer or the underlying issuerof existing shares to which voting rights areattached: ii | Ruspetro plc | |||||||||||||||
2 Reason for the notification (please tick the appropriate box or boxes): | ||||||||||||||||
An acquisition or disposal of voting rights | X | |||||||||||||||
An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached | X | |||||||||||||||
An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments | ||||||||||||||||
An event changing the breakdown of voting rights | ||||||||||||||||
Other (please specify): | ||||||||||||||||
3. Full name of person(s) subject to thenotification obligation: iii | Kalior Invest S.A. | |||||||||||||||
4. Full name of shareholder(s) (if different from 3.):iv | N/A | |||||||||||||||
5. Date of the transaction and date onwhich the threshold is crossed orreached: v | 18 September 2013 | |||||||||||||||
6. Date on which issuer notified: | 18 September 2013 | |||||||||||||||
7. Threshold(s) that is/are crossed orreached: vi, vii | 5% | |||||||||||||||
| ||||||||||||||||
8. Notified details: | ||||||||||||||||
A: Voting rights attached to shares viii, ix | ||||||||||||||||
Class/type ofshares if possible usingthe ISIN CODE | Situation previousto the triggeringtransaction | Resulting situation after the triggering transaction | ||||||||||||||
NumberofShares | NumberofVotingRights | Numberof shares | Number of votingrights | % of voting rights x | ||||||||||||
Direct | Direct xi | Indirect xii | Direct | Indirect | ||||||||||||
Ordinary 10p | 0 | 0 | 9,000,000 | 9,000,000 | 2.7% | |||||||||||
B: Qualifying Financial Instruments | ||||||||||||||||
Resulting situation after the triggering transaction | ||||||||||||||||
Type of financialinstrument | Expirationdate xiii | Exercise/Conversion Period xiv | Number of votingrights that may beacquired if theinstrument isexercised/ converted. | % of votingrights | ||||||||||||
Option | 30 September 2013 | 20 September 2013 to 30 September 2013 | 9,000,000 | 2.7% | ||||||||||||
C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi | ||||||||||||||||
Resulting situation after the triggering transaction | ||||||||||||||||
Type of financialinstrument | Exercise price | Expiration date xvii | Exercise/Conversion period xviii | Number of voting rights instrument refers to
| % of voting rights xix, xx
| |||||||||||
| Nominal | Delta | ||||||||||||||
Total (A+B+C) | ||||||||||||||||
Number of voting rights | Percentage of voting rights | |||||||||||||||
18,000,000 | 5.4% | |||||||||||||||
9. Chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held, if applicable: xxi | ||
N/A
| ||
Proxy Voting: | ||
10. Name of the proxy holder: | N/A | |
11. Number of voting rights proxy holder will ceaseto hold: | N/A | |
12. Date on which proxy holder will cease to holdvoting rights: | N/A | |
13. Additional information: | N/A | |
14. Contact name: | Maksud Ahmadkhanov | |
15. Contact telephone number: | Tel: +352 44 09 29 30 76 Mobile: +352 661 29 30 76 | |
TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARESi | ||||
1. Identity of the issuer or the underlying issuerof existing shares to which voting rights areattached: ii | Ruspetro plc | |||
2 Reason for the notification (please tick the appropriate box or boxes): | ||||
An acquisition or disposal of voting rights | X | |||
An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached | X | |||
An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments | ||||
An event changing the breakdown of voting rights | ||||
Other (please specify): | ||||
3. Full name of person(s) subject to thenotification obligation: iii | Limolines Transport Limited | |||
4. Full name of shareholder(s) (if different from 3.):iv | N/A | |||
5. Date of the transaction and date onwhich the threshold is crossed orreached: v | 18 September 2013 | |||
6. Date on which issuer notified: | 18 September 2013 | |||
7. Threshold(s) that is/are crossed orreached: vi, vii | 5% | |||
8. Notified details: | ||||||||||||||||
A: Voting rights attached to shares viii, ix | ||||||||||||||||
Class/type ofshares if possible usingthe ISIN CODE | Situation previousto the triggeringtransaction | Resulting situation after the triggering transaction | ||||||||||||||
NumberofShares | NumberofVotingRights | Numberof shares | Number of votingrights | % of voting rights x | ||||||||||||
Direct | Direct xi | Indirect xii | Direct | Indirect | ||||||||||||
Ordinary 10p | 99,150,000 | 99,150,000 | 90,150,000 | 90,150,000 | 27.04% | |||||||||||
B: Qualifying Financial Instruments | ||||||||||||||||
Resulting situation after the triggering transaction | ||||||||||||||||
Type of financialinstrument | Expirationdate xiii | Exercise/Conversion Period xiv | Number of votingrights that may beacquired if theinstrument isexercised/ converted. | % of votingrights | ||||||||||||
Option | 30 September 2013 | 20 September 2013 to 30 September 2013 | 9,000,000 | 2.7% | ||||||||||||
C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi | ||||||||||||||||
Resulting situation after the triggering transaction | ||||||||||||||||
Type of financialinstrument | Exercise price | Expiration date xvii | Exercise/Conversion period xviii | Number of voting rights instrument refers to
| % of voting rights xix, xx
| |||||||||||
Total (A+B+C) | ||||||||||||||||
Number of voting rights | Percentage of voting rights | |||||||||||||||
81,150,000 | 24.34% | |||||||||||||||
9. Chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held, if applicable: xxi | ||
N/A
| ||
Proxy Voting: | ||
10. Name of the proxy holder: | N/A | |
11. Number of voting rights proxy holder will ceaseto hold: | N/A | |
12. Date on which proxy holder will cease to holdvoting rights: | N/A | |
13. Additional information: | N/A | |
14. Contact name: | John Stewart Wilson, Jr. or Eleonora Cobusteanu | |
15. Contact telephone number: | John Stewart Wilson, Jr.: +372 506 8146 or Eleonora Cobusteanu: +357 22 769000
| |
Annex DTR3
Notification of Transactions of Directors/Persons Discharging Managerial Responsibility and Connected Persons
Please complete all relevant boxes should in block capital letters.
| 1. | Name of the issuer
Ruspetro plc
| 2. | State whether the notification relates to (i) a transaction notified in accordance with DTR 3.1.2 R, (ii) a disclosure made in accordance with section 793 of the Companies Act 2006, or (iii) in accordance with paragraph 26 of the Model Code
(i) DTR3.1.2.R | ||||
| 3. | Name of person discharging managerial responsibilities/director Kirill Androsov | 4. | State whether notification relates to a person connected with a person discharging managerial responsibilities/director named in 3 and identify the connected person Yes, Limolines Transport Limited | ||||
| 5. | Indicate whether the notification is in respect of a holding of the person referred to in 3 or 4 above or in respect of a non-beneficial interest1 Yes, in 4 above. | 6. | Description of shares (including class), debentures or derivatives or financial instruments relating to shares Ruspetro plc Ordinary Shares of 10p | ||||
| 7. | Name of registered shareholders(s) and, if more than one, the number of shares held by each of them Limolines Transport Limited - 99,150,000 | 8 | State the nature of the transaction Disposal of shares and the grant of an option over a further Ruspetro plc 9,000,000 ordinary shares | ||||
| 9. | Number of shares, debentures or financial instruments relating to shares acquired None
N | 10. | Percentage of issued class acquired (treasury shares of that class should not be taken into account when calculating percentage) None | ||||
| 11. | Number of shares, debentures or financial instruments relating to shares disposed
18,000,000 | 12. | Percentage of issued class disposed (treasury shares of that class should not be taken into account when calculating percentage)
5.4% | ||||
| 13. | Price per share or value of transaction Price per share: £1 | 14. | Date and place of transaction 18 September 2013, London UK | ||||
15. | Total holding following notification and total percentage holding following notification (any treasury shares should not be taken into account when calculating percentage) 81,150,000 - 24.34% | 16. | Date issuer informed of transaction 18 September 2013 |
| ||||
If a person discharging managerial responsibilities has been granted options by the issuer complete the following boxes
17 | Date of grant N/A | 18. | Period during which or date on which exercisable N/A |
19. | Total amount paid (if any) for grant of the option N/A | 20. | Description of shares or debentures involved (class and number) N/A |
21. | Exercise price (if fixed at time of grant) or indication that price is to be fixed at the time of exercise N/A | 22. | Total number of shares or debentures over which options held following notification N/A |
23. | Any additional information
N/A | 24. | Name of contact and telephone number for queries N/A
|
Name of authorised officer of issuer responsible for making notification R Hambrook Company Secretary Date of notification: 18 September 2013 |
This form is intended for use by an issuer to make a RIS notification required by DR 3.1.4R(1).
(1) An issuer making a notification in respect of a transaction relating to the shares or debentures of the issuer should complete boxes 1 to 16, 23 and 24.
(2) An issuer making a notification in respect of a derivative relating the shares of the issuer should complete boxes 1 to 4, 6, 8, 13, 14, 16, 23 and 24.
(3) An issuer making a notification in respect of options granted to a director/person discharging managerial responsibilities should complete boxes 1 to 3 and 17 to 24.
(4) An issuer making a notification in respect of a financial instrument relating to the shares of the issuer (other than a debenture) should complete boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24.