PetroNeft Resources plc (LON:PTR, ISE:PTR), an international oil and gas exploration and production company focused on Russia has provided notice of an Extraordinary General Meeting (“EGM”).
An EGM will be held at the Company’s offices at 20 Holles Street, Dublin 2, Ireland at 11.00 am Irish time on Friday, 19 February 2021.
Until now transactions in the shares of the Company have been settled through the CREST system. However, after the United Kingdom withdraws from the European Union, it will no longer be possible to use the CREST system. Consequently, PetroNeft like all other Irish incorporated and traded PLCs, will have to migrate settlement to another system based within the EU called Euroclear. This is a necessity as there is no meaningful alternative for settlement.
While it will not materially affect the fundamental rights and benefits shareholders have by owning shares, the Euroclear system, which is an intermediated system, is administratively and legally more complicated than the CREST system. For those shareholders who hold their shares in paper outside of CREST, there will be no change to what is owned and how it is held.
The business of the EGM will be to consider and, if thought fit, approve certain resolutions relating to the replacement of CREST with the Euroclear system for the electronic settlement of trading in the Company’s ordinary shares.
While PetroNeft expects the EGM to proceed on 19 February 2021, the health and safety of its shareholders, employees and others who would ordinarily attend an EGM is of paramount concern. The Company is obliged to comply with the emergency measures introduced by the Irish Government, which require people to stay at home and restrict public gatherings to limit the impact and spread of COVID-19.
Shareholders should expect the EGM to take place under constrained circumstances. PetroNeft will ensure that all legal requirements of the meeting, in accordance with its Articles of Association, are satisfied with the minimum necessary quorum of three shareholders and physical distancing measures will be in place. The Company asks shareholders to adhere to Irish Government regulations and guidance and vote by proxy on the resolutions set out in the Notice of EGM as early as possible. The Company reserves the right to refuse entry to the meeting where reasonably necessary to comply with the COVID-19 related public health measures and advice. Further details on how to submit a proxy are set out in the Notice of EGM.
PetroNeft will continue to closely monitor the developing situation around COVID-19, including the latest Government guidance, and how this may affect the arrangements for the EGM. Consequently, the EGM is subject to change, possibly at short notice. If it becomes necessary or appropriate to revise the current arrangements for the EGM, further information will be made available as quickly as possible by RNS and at www.petroneft.com.
The Circular, the Form of Proxy and copies of the documents referred to in the Circular are available to view on PetroNeft’s website.
To facilitate shareholder communication, the EGM will be broadcast by conference call. Details of the conference call will be available at www.petroneft.com.
PetroNeft encourages shareholders who wish to submit questions at the EGM to do so in advance by email to email@example.com before 2:00pm Irish time on Wednesday, 19 February 2021.