13 Feb 2015 07:00
Ruspetro plc
13 February 2015
Ruspetro plc
("Ruspetro" or the "Company")
Announcement re Major Shareholder
London, 13 February 2015: Ruspetro plc (LSE: RPO) announces that, further to the publication on 6 February 2015 of a notification from Sobny Group Corporation ("Sobny") that it had acquired as of 16 January 2015 a direct and indirect interest in 76,694,849 ordinary shares, representing approximately 8.81% of the Company's issued share capital, the Company has been advised by Sobny that it is an associate of Public Joint Stock Company "Bank Otkritie Financial Corporation" ("Otkritie"), Ruspetro's principal lender and its largest creditor.
As disclosed in the Company's prospectus dated 14 November 2014 (the "Prospectus"), Otkritie and its associates are deemed to be acting in concert with Mastin Holdings Limited ("Mastin") for the purposes of the CityCode on Takeovers and Mergers (the "Code"). Mastin is currently the holder of 24.99% of the Company's issued share capital. Accordingly, the concert party comprising Mastin, Otkritie, Sobny and Dignus Limited ("Dignus", being a person acting in concert with Sobny) (together, the "Concert Party"), is now interested, directly and indirectly, in 294,117,792 ordinary shares or approximately 33.80% of the Company's issued share capital.
Rule 9 of the Code
In summary, Rule 9.1 of the Code provides that, except with the consent of the Panel on Takeovers and Mergers (the "Panel"), when any person, together with persons acting in concert with him, is interested in shares which in the aggregate carry not less than 30% of the voting rights of a company but does not hold shares carrying more than 50% of such voting rights and such person, or any person acting in concert with him, acquires an interest in any other shares which increases the percentage of shares carrying voting rights in which he is interested, such person shall make a general offer for the company in accordance with Rule 9.
However, Note 4 of the Notes on Dispensations from Rule 9 provides that if, due to an inadvertent mistake, a person incurs an obligation to make an offer under Rule 9, the Panel will not normally require an offer if sufficient interests in shares are disposed of within a limited period to persons unconnected with him, so that the percentage of shares carrying voting rights in which the person, together with persons acting in concert with him, is interested is reduced to below 30% in a manner satisfactory to the Panel. (See also Rule 9.7)
Voting restrictions and disposal of interests
The Panel Executive is not requiring Sobny or any person acting in concert with Sobny to make a general offer for the Company under Rule 9.1. However, in line with Note 4 of the Notes on Dispensations from Rule 9, the Panel Executive has ruled that the aggregate percentage of shares in the Company carrying voting rights in which the Concert Party and any persons acting in concert with it, are interested must be reduced to below 30% by way of the disposal of shares in the Company.
Therefore, in accordance with Rule 9.7 of the Code, Sobny (and/or Dignus) shall be required to dispose of such number of ordinary shares as will result in it (together with persons acting in concert with Sobny) holding less than 30% of the issued share capital of the Company.
In addition, pending this disposal, and in accordance with Rule 9.7, the Panel Executive has ruled that the aggregate number of votes that may be exercised at any general meeting of the Company by any member of the Concert Party, and any persons acting in concert with any such member, must not exceed 30% of the votes exercisable at any such meeting.
Each of Sobny, Mastin, Dignus and Otkritie has agreed to the release of this announcement.
Enquiries
Investors / Analyst enquiries
John Conlin, Ruspetro +7 495 745 5665
Twitter: @ruspetroplc
Media enquiries
Ben Brewerton / George Parker - FTI Consulting +44 20 3727 1000
About Ruspetro
Ruspetro plc is an independent oil and gas development and production company, with assets in the Western Siberia region of the Russian Federation. Our mission is to unlock the tight oil reservoirs in our asset base while building a leading regional independent E&P company in a safe and environmentally responsible manner for the long-term benefit of our shareholders.