Urals Energy Plc Regulatory News (UEN)

5 Dec 2007 07:01

Urals Energy Public Company Limited05 December 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTOAUSTRALIA, CANADA, JAPAN OR THE UNITED STATES Urals Energy Public Company Limited ('Urals Energy' or the 'Company') Pricing of Private Placement Urals Energy Public Company Limited (LSE: UEN), a leading independentexploration and production company with operations in Russia, announces thesuccessful private placement of a total of 32,857,000 new ordinary shares of theCompany (the "Placing") at a price per share of GBP1.90 (the "Placement Shares"), raising GBP62.4million (US$128.5million(1)), before expenses. The proceeds of the Placing will be used by the Company for potential capitalexpenditure requirements, including participation in future complementarylicence auctions, repayment of short-term loans and for general corporate andworking capital purposes. The Placement Shares will be issued credited as fully paid ranking pari passu inall respects with the Company's existing ordinary shares, including the right toreceive all dividends and other distributions declared, made or paid after thedate of issue. The Placing is conditional upon, inter alia, (i) completion of the acquisitionof a 32.3% interest in OOO Taas-Yuriakh Neftegazodobycha ("Taas") referred to inthe Company's announcement dated 28 November 2007 (the "Acquisition"); (ii)admission of the Placement Shares to trading on the Alternative InvestmentMarket of the London Stock Exchange ("Admission"); and (iii) the approval byshareholders at an Extraordinary General Meeting of the Company to be held on 17December 2007 of an increase of the Company's authorised share capital to300,000,000 shares and disapplication of pre-emption rights in relation to thePlacement Shares. The Company continues to expect the Acquisition to close nolater than 18 December 2007. Application for Admission has been made and it is expected that Admission willbecome effective and that dealings in the Placement Shares will commence on 18December 2007. Certain current shareholders of the Company and the sellers in the Acquisition(with respect to the shares to be issued to them pursuant to the Acquisition)have undertaken not to dispose of ordinary shares in the Company for a period of180 days following completion of the placement of the Placement Shares, subjectto customary exceptions. Morgan Stanley Securities Limited ("Morgan Stanley") acted as lead manager inconnection with the private placement. (1) The exchange rate used in this announcement is GBP2.058:US$1, being theprevailing rate 5 December 2007 Enquiries: Pelham PRGavin Davis +44(0)20 7743 6677 / +44(0)7910 104 660Evgeniy Chuikov +44(0)20 3008 5506 / +44(0)7894 608 606 Share pledges: As previously disclosed in the announcement, dated 28 November 2007, regardingthe Acquisition, certain of the Company's management have pledged shares theyhold in the Company to the sellers in the Acquisition to secure certainobligations of the Company to the sellers, including the deferred purchase bythe Company of an additional interest in Taas and the agreement of the Companyto lend certain sums to the sellers. In addition, the same members of theCompany's management have agreed to pledge shares that they own in the Companyto Sberbank as security against the US$500 million loan provided by Sberbank topart-finance the Acquisition cash consideration and to support the previouslyannounced loan from Sberbank for the development of the Company's Dulismasubsidiary. These various pledges to support Company obligations do not givethe pledgees rights to vote or otherwise act as the owner of the shares untiland unless there is a default by the Company in respect of its securedobligations. Under the AIM Rules, such a pledge is a disclosable event for a Director of theCompany. As such, the Company announces that Mr Leonid Dyachenko, ChiefExecutive Officer, has pledged, or agreed to pledge, a total of 8,565,000 sharesheld in the Company. Stabilisation: In connection with the private placement, Morgan Stanley, as stabilisingmanager, or any of its agents, may (but will be under no obligation to), to theextent permitted by applicable law, over-allot and effect other transactionswith a view to supporting the market price of the shares of the Company at alevel higher than that which might otherwise prevail in the open market. MorganStanley is not required to enter into such transactions and such transactionsmay be effected on any stock market, over-the-counter market or otherwise. Suchstabilising measures, if commenced, may be discontinued at any time. Save asrequired by law or regulation, neither Morgan Stanley nor any of its agentsintends to disclose the extent of any over-allotments and/or stabilisationtransactions under the private placement. In connection with the private placement, Morgan Stanley, as stabilisingmanager, has entered into over-allotment arrangements with the Company, pursuantto which Morgan Stanley, or any of its agents, may subscribe, or procuresubscribers for 1,643,000 additional shares of the Company at the placing price.The over-allotment arrangements are exercisable in whole or in part, upon noticeby Morgan Stanley, at any time during the period commencing on the date ofannouncement of the placing price and ending on the 30th day after the date ofallotment of the shares comprised in the Placement. Any shares made availablepursuant to the over-allotment arrangements will rank pari passu with all otherordinary shares of the Company and will form a single class for all purposeswith the other ordinary shares. Disclaimer: This announcement does not constitute an offer to sell or issue, or thesolicitation of an offer to buy or subscribe for, Placement Shares in anyjurisdiction including, without limitation, the United Kingdom, the UnitedStates, Australia, Canada or Japan. This announcement and the informationcontained herein is not for publication or distribution, directly or indirectly,to persons in the United States, Australia, Canada, Japan or in any jurisdictionin which such publication or distribution is unlawful. The Placement Shares referred to in this announcement have not been and will notbe registered under the US Securities Act of 1933, as amended (the "SecuritiesAct") or with any securities regulatory authority of any State or otherjurisdiction of the United States, and may not be offered, sold or transferredexcept pursuant to an exemption from, or in a transaction not subject to, theregistration requirements of the Securities Act. The Placement Shares are beingoffered and sold outside the United States in accordance with Regulation S underthe Securities Act. The distribution of this announcement and the Placing and/or issue of thePlacement Shares in certain jurisdictions may be restricted by law. No actionhas been taken by the Company, the Morgan Stanley, or any of their respectiveaffiliates that would permit an offer of the Placement Shares or possession ordistribution of this announcement or any other offering or publicity materialrelating to such Placement Shares in any jurisdiction where action for thatpurpose is required. Persons into whose possession this announcement comes arerequired by the Company and the Morgan Stanley to inform themselves about and toobserve any such restrictions. Any indication in this announcement of the price at which ordinary shares in theCompany have been bought or sold in the past cannot be relied upon as a guide tofuture performance. Morgan Stanley is acting exclusively for the Company in connection with thePlacing of the Placing Shares and no-one else and will not be responsible toanyone other than the Company for providing the protections afforded to theirclients or for providing advice in relation to the placement or any matterreferred to in this announcement. This information is provided by RNS The company news service from the London Stock Exchange