Petroneft Resources Share Discussion Threads

[thetoonarmy2] 01/4/2014 16:20

Natlatla diluted because of the placing last week! so not selling to keep it down, oh well that's one conspiracy theory out the window then.

I can save them money on Resolution 12. I and many others can give the answers on the last 3 years don't need any specialists for that one.

[chris cat] 01/4/2014 16:10

Whats next - an injunction by NAT? to prevent the Farm out

[thetoonarmy2] 01/4/2014 16:09

If this bit is true and they deliver, its Goodnight Natlatla
.......................

The planned farmout of 50 per cent. of Licence 61 is more attractive for PetroNeft and significantly less dilutive for other Shareholders

.......................
Still think the BOW need replacing though. I thought Natlatla had over 16% of PTR wonder if as I suggested they had been selling just after the placing to stuff up those who took part or were short?

Let the games begin!

[coscos] 01/4/2014 16:08

Looks to me that farm-in deal cannot now proceed until the EGM is out of the way.

The BoD will present details of the deal as soon as possible and then present it at the EGM as a 'back us or sack us' vote.

The real question is what are Macquarie going to do after the 15th???

[katsy] 01/4/2014 15:51

no reason why the current BOW can't still be voted out though, regardless of farm-in. Lets face it can we trust the BoW with a whole load of new money

[katsy] 01/4/2014 15:50

So lets see if this deadline can be meet this time, although q1 is now passed the story of the farm out hasn't changed which must be good, unlike the re-financing one.

The planned farmout of 50 per cent. of Licence 61 is more attractive for PetroNeft and significantly less dilutive for other Shareholders. The Board and our proposed new partner on Licence 61 expect to enter into definitive legal documentation by mid April 2014, after which the Board will be able to provide Shareholders with detailed terms of the transaction.

[filterwest] 01/4/2014 15:48

can we decide which offer is good? bow or russians???

[man1] 01/4/2014 15:39

Well that certainly clears up a few points as % if farm out and deadlines . Good luck to all shareholders , hopefully our rewards are just days away :)

[woodstock17] 01/4/2014 15:38

April 1, 2014


PetroNeft Resources PLC

1 April 2014

PetroNeft Resources plc

("PetroNeft" or the "Group" or the "Company")



EGM Requisition and Publication of Circular



Board Recommends Shareholders to Vote AGAINST ALL Resolutions





PetroNeft (AIM: PTR) owner and operator of Licences 61 and 67, Tomsk Oblast, Russian Federation, has received a notice requisitioning an Extraordinary General Meeting ("EGM") of the Company from Natlata Partners Limited ("Natlata"), a company registered under the laws of the British Virgin Islands. Natlata has notified PetroNeft that it has a beneficial shareholding of 104,301,536 Ordinary Shares representing approximately 14.7 per cent. of the issued share capital of the Company which is sufficient, under the Companies Act 1963, to require the Board to call an EGM.



PetroNeft announces that it has today posted a circular to its Shareholders to convene an Extraordinary General Meeting of the Company, which is to be held at 11.15 a.m. at the Herbert Park Hotel, Ballsbridge, Dublin 4, Ireland on 9 May 2014. The circular contains details of the EGM Resolutions that are to be put to Shareholders and sets out the Board's response to the EGM Resolutions.



Over the past year PetroNeft has held discussions with a large number of parties in relation to a potential farmout of up to 50 per cent. of Licence 61 and has also held discussions with a number of Russian and International banks to refinance its Macquarie Debt Facility.



Having considered in detail a number of offers, PetroNeft is now finalising a farmout of 50 per cent. of Licence 61 to a large international oil and gas company, which will enable PetroNeft to repay all of its existing debt, have cash for working capital purposes and significant funds available to invest directly in Licence 61 over the coming years.



Natlata has put forward two proposals whereby it would acquire a controlling shareholding in PetroNeft without paying Shareholders a fair price for obtaining control of the Company. These proposals have been considered by the Board together with its advisers and are deemed not to be in the best interests of the Company and of the Shareholders as a whole.



The planned farmout of 50 per cent. of Licence 61 is more attractive for PetroNeft and significantly less dilutive for other Shareholders. The Board and our proposed new partner on Licence 61 expect to enter into definitive legal documentation by mid April 2014, after which the Board will be able to provide Shareholders with detailed terms of the transaction. Completion of the farmout will materially strengthen PetroNeft financially, technically and strategically, positioning the Company to fully exploit the potential of its assets in the interests of all of its Shareholders.



The EGM Resolutions which include Ordinary Resolutions relating to the appointment of five new directors (Fraser Innes, Richard Thornton, Pavel Tetyakov, Anthony Sacca and David Sturt) and for the removal of five current directors (Dennis Francis, David Sanders, Paul Dowling, David Golder and Vakha Sobraliev) ("Ordinary Resolutions") and Special Resolutions that would direct the board to undertake certain due diligence, consider all possible options in relation to refinancing the Macquarie Debt Facility and to change the Articles of Association to require any transaction in relation to Licence 61 to be subject to shareholder approval ("Special Resolutions").



The circular will be available shortly on the Company's website at the following link:







David Golder, Chairman of PetroNeft Resources plc, in a letter to shareholders said:

"Your Board believes that Natlata has proposed the EGM Ordinary Resolutions as a means by which it can obtain control of the Board, and hence the Company, without paying Shareholders a fair price for obtaining control of the Company and it has proposed the Special Resolutions as a means by which it can seek to delay or frustrate PetroNeft completing the farmout of Licence 61, which would otherwise materially strengthen the Company.



Your Board believes that the EGM Resolutions are NOT in the best interests of the Company and Shareholders as a whole and is therefore unanimously recommending that you vote AGAINST all of the EGM Resolutions."









For further information, contact:


Dennis Francis, CEO, PetroNeft Resources plc

[phone]


Paul Dowling, CFO, PetroNeft Resources plc

[phone]


John Frain/Brian Garrahy, Davy (NOMAD and Joint Broker)

[phone]


Henry Fitzgerald-O'Connor, Canaccord Genuity Limited (Joint Broker)

[phone]


Martin Jackson / Shabnam Bashir, Citigate Dewe Rogerson

[phone]


Joe Murray/Ed Micheau, Murray Consultants

[phone]




End

[steelwatch] 01/4/2014 15:34

1 April 2014

PetroNeft Resources plc

("PetroNeft" or the "Group" or the "Company")

EGM Requisition and Publication of Circular

Board Recommends Shareholders to Vote AGAINST ALL Resolutions

PetroNeft (AIM: PTR) owner and operator of Licences 61 and 67, Tomsk Oblast, Russian Federation, has received a notice requisitioning an Extraordinary General Meeting ("EGM") of the Company from Natlata Partners Limited ("Natlata"), a company registered under the laws of the British Virgin Islands. Natlata has notified PetroNeft that it has a beneficial shareholding of 104,301,536 Ordinary Shares representing approximately 14.7 per cent. of the issued share capital of the Company which is sufficient, under the Companies Act 1963, to require the Board to call an EGM.

PetroNeft announces that it has today posted a circular to its Shareholders to convene an Extraordinary General Meeting of the Company, which is to be held at 11.15 a.m. at the Herbert Park Hotel, Ballsbridge, Dublin 4, Ireland on 9 May 2014. The circular contains details of the EGM Resolutions that are to be put to Shareholders and sets out the Board's response to the EGM Resolutions.

Over the past year PetroNeft has held discussions with a large number of parties in relation to a potential farmout of up to 50 per cent. of Licence 61 and has also held discussions with a number of Russian and International banks to refinance its Macquarie Debt Facility.

Having considered in detail a number of offers, PetroNeft is now finalising a farmout of 50 per cent. of Licence 61 to a large international oil and gas company, which will enable PetroNeft to repay all of its existing debt, have cash for working capital purposes and significant funds available to invest directly in Licence 61 over the coming years.

Natlata has put forward two proposals whereby it would acquire a controlling shareholding in PetroNeft without paying Shareholders a fair price for obtaining control of the Company. These proposals have been considered by the Board together with its advisers and are deemed not to be in the best interests of the Company and of the Shareholders as a whole.

The planned farmout of 50 per cent. of Licence 61 is more attractive for PetroNeft and significantly less dilutive for other Shareholders. The Board and our proposed new partner on Licence 61 expect to enter into definitive legal documentation by mid April 2014, after which the Board will be able to provide Shareholders with detailed terms of the transaction. Completion of the farmout will materially strengthen PetroNeft financially, technically and strategically, positioning the Company to fully exploit the potential of its assets in the interests of all of its Shareholders.

The EGM Resolutions which include Ordinary Resolutions relating to the appointment of five new directors (Fraser Innes, Richard Thornton, Pavel Tetyakov, Anthony Sacca and David Sturt) and for the removal of five current directors (Dennis Francis, David Sanders, Paul Dowling, David Golder and Vakha Sobraliev) ("Ordinary Resolutions") and Special Resolutions that would direct the board to undertake certain due diligence, consider all possible options in relation to refinancing the Macquarie Debt Facility and to change the Articles of Association to require any transaction in relation to Licence 61 to be subject to shareholder approval ("Special Resolutions").

The circular will be available shortly on the Company's website at the following link:



David Golder, Chairman of PetroNeft Resources plc, in a letter to shareholders said:

"Your Board believes that Natlata has proposed the EGM Ordinary Resolutions as a means by which it can obtain control of the Board, and hence the Company, without paying Shareholders a fair price for obtaining control of the Company and it has proposed the Special Resolutions as a means by which it can seek to delay or frustrate PetroNeft completing the farmout of Licence 61, which would otherwise materially strengthen the Company.

Your Board believes that the EGM Resolutions are NOT in the best interests of the Company and Shareholders as a whole and is therefore unanimously recommending that you vote AGAINST all of the EGM Resolutions."

[telegraph1] 01/4/2014 14:50

Anyone try any large dummy buys

[thetoonarmy2] 01/4/2014 12:49

Dbarr0n you are right in that after 15th they can ask to put it up for sale which this could take several months anyway, also one thing that no one has really commented on is if the farm out goes ahead they say in RNs they will use funds to pay Arawak as well as Macq Bank off, so think about it why would Arawak give them more money? The company then pay $2.5 mill to Macq Bank very strange borrow money to pay other loan unless as I have said Macq Bank have agreed some sort of extension by reducing the borrowing to a figure they are comfortable with, which they have done and that Arawak obviously know what's going on and are very confident.
All to play for sit back and enjoy it.

[seangwhite] 01/4/2014 11:47

Well folks the old opaque RNS so beloved by our BOD has seemed to upset more than a few of us.The consistent lack of clarity has got the Company in this clearly poor position of being up agsinst it finance wise and that is not the way to do a farm out or attempt a refi.
If Natlata try to be more transparent than our BOD they could garner a lot more support than certain people think they might have.

Ning - Saying the BOD agreed to the 15th April as it was a date they knew the deal would be done by is ludicrous as they have always missed deadlines.

Ah well only two more weeks for the poor PIs of having to hang on, then hopefully we can really see how good a BOD they are.

GLTA

[ningalooreef] 01/4/2014 11:11

I think it's fair to presume that the BOD agreed to a date of 15th April because they expected to have the Farm In completed by then.

[mostyn] 01/4/2014 10:42

steelwatch,

It may not say it but my whole point is that they can't keep saying "coming weeks", or in this case "end of Q1 or shortly thereafter" if it means absolutely nothing and is just designed to give them more wriggle room. If every statement is designed to be absolutely meaningless time wise, so that it is not capable of any sensible interpretation, then they might just as well say nothing.

[mostyn] 01/4/2014 10:29

Saint27,

I share your hopes. It won't be before time.

[steelwatch] 01/4/2014 10:28

It doesn't say that either, LOL.

[mostyn] 01/4/2014 10:24

steelwatch,

Given their prior statements I can't yet get too enthusiastic about:

"We have also made significant progress on the farmout in the past month and anticipate that it will be completed at the end of Q1 or shortly thereafter."

I have probably seen far too many "shortly" descriptions from too many companies to have much confidence until it actually happens. As a holder I would be very happy if we got something formally announced in the next 2 weeks, which I take this to mean.

[saint27] 01/4/2014 10:23

I was assuming mid-april from the fact macquarie can sell the licence around then so surely it gets completed before that date or doesnt happen at all. I HOPE it gets completed before then put it that way!

[dbarr0n] 01/4/2014 10:11

ningalooreef ... The 15th is the date after which Macquarie has the right to ask for Licence 61 to be put up for sale in its entirety in a competitive process.

I very much doubt they would exercise this right under the circumstances.

[currypasty] 01/4/2014 10:11

would putting licence 61 up for sale be a bad thing ? Bit like putting the Company up for sale, but cleaner for the buyer

at least it would realise the value at market price

[steelwatch] 01/4/2014 10:07

Also on 17 March:

"Dennis Francis, Chief Executive Officer of PetroNeft Resources plc, commented:

"We are pleased with the fundraising which will allow us to purchase and transport materials to the field this winter to conduct a full scope of work in 2014 following completion of the farmout.

We have also made significant progress on the farmout in the past month and anticipate that it will be completed at the end of Q1 or shortly thereafter."