SBE Sibir Energy

 

TIDMSBE 
 
RNS Number : 7840S 
Sibir Energy PLC 
26 May 2009 
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR 
INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD 
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION 
 
 
26 May 2009 
SIBIR ENERGY PLC 
("Sibir" or the "Company") 
PROPOSED OFFER FOR MINORITY SHAREHOLDINGS 
The board of Sibir (the "Board") is pleased to announce that it has reached 
agreement with JSC Gazprom Neft ("Gazprom Neft") on outline terms of a proposed 
recommended cash offer to be made by or on behalf of Gazprom Neft for the entire 
issued and to be issued share capital of the Company, excluding, inter alia, 
shares legally and beneficially owned by or on behalf of Gazprom Neft and shares 
legally and/or beneficially owned by certain other shareholders 
including Bennfield Limited, Central Fuel Company and the Bank of Moscow (the 
"Excluded Shares" as more fully defined in the "Notes" section below) (the 
"Offer"). 
The unconditional Offer will be 500 pence in cash (the "Offer Price") for 
every Sibir ordinary share of 10 pence each which is the subject of the Offer 
(the "Shares"). 
The Company and Gazprom Neft intend to make available an offer document (the 
"Offer Document"), together with a form of acceptance (the "Form of Acceptance") 
to holders of Shares (other than Excluded Shares) ("Qualifying Shareholders") as 
soon as possible and in any event prior to 5.00 p.m. on Thursday 28 May 2009. 
Framework Agreement 
The Company, the directors of the Company (the "Directors") and Gazprom Neft 
have entered into a framework agreement in respect of the conduct of the Offer 
and related matters (the "Framework Agreement"). The principal terms of the 
Framework Agreement are as follows: 
  *  In consideration of Gazprom Neft entering into the Framework Agreement and 
  agreeing to make the proposed Offer in the manner required by the Framework 
  Agreement, the Board of Sibir has (pursuant to Article 193(B)(2)(c) of the 
  Company's Articles of Association), agreed to waive the requirements for, or 
  procedures applicable to, an offer which would otherwise be subject to Article 
  193, such that the City Code on Takeovers and Mergers (the "City Code") shall 
  not (except as expressly provided in the Framework Agreement) apply to the Offer 
  or proposed Offer, or the acquisition of any Shares by or on behalf of Gazprom 
  Neft pursuant to the Offer or otherwise. 
  *  The Board has undertaken to recommend the Offer, subject to the customary 
  carve-outs permitting the Directors to withdraw, modify or qualify their 
  recommendation in order to comply with their fiduciary duties, in certain 
  limited circumstances and only if so advised by leading counsel. The full 
  background and reasons for recommending the Offer will be set out in the Offer 
  Document. 
  *  The Offer will be made by Renaissance Securities (Cyprus) Limited ("Renaissance 
  Capital") or one of its affiliates on behalf of Gazprom Neft and will remain 
  open for acceptances until the day falling twenty-one days from the date the 
  Offer Document is made available ("Day 21"). On Day 21, to the extent that any 
  acceptances are outstanding, Gazprom Neft is not required to but may, at its 
  sole election, extend the Offer for a period of up to a further thirty-nine 
  days, or otherwise must comply with certain other agreed arrangements in respect 
  of the purchase of outstanding Shares. 
  *  Gazprom Neft will be under no obligation to increase the Offer Price, nor to 
  extend the Offer to the Excluded Shares, in any circumstances. 
  *  The Company has given customary undertakings as to non-solicitation of third 
  party rival proposals or offers, that no break fee will be payable in respect of 
  any third party proposals or offers, and as to conduct of business for the 
  duration of the Offer. 
  *  The Company has undertaken not to, and to procure that none of its associates 
  shall, solicit any third party offers or proposals until 22 August 2009. 
  *  In the event of any third party making a rival offer at a price higher than the 
  Offer Price, the Company has undertaken to procure that the Directors do not 
  recommend such offer for a period of five business days, during which time 
  Gazprom Neft shall have the right to match such third party offer, and the 
  Company has further undertaken to procure that the Directors favourably 
  recommend any such matching offer from Gazprom Neft. 
  *  Gazprom Neft has been given the right to require the appointment of a director 
  to the Board of the Company from today's date and the appointment of additional 
  directors to the Board of the Company in certain specified circumstances. 
  *  The obligations of the Company and Gazprom Neft will terminate in certain 
  circumstances, including (at the Company's sole election) if the Offer Document 
  is not made available on or before 5:00 p.m. on 28 May 2009 (or such later time 
  and date as may be agreed between the Company and Gazprom Neft) or if the Offer 
  is not closed on or before 31 August 2009 (or such later time and date as may be 
  agreed between the Company and Gazprom Neft prior to that date). 
 
Related Party Transaction 
Gazprom Neft is currently a substantial shareholder in the Company. Accordingly, 
the entering into of the Framework Agreement in respect of the proposed Offer is 
a related party transaction under the AIM Rules for Companies. The Directors 
consider, having consulted with the Company's nominated adviser, Strand Partners 
Limited, that the terms of the Framework Agreement in respect of the proposed 
Offer are fair and reasonable insofar as the Company's shareholders are 
concerned. In providing its advice to the Directors, Strand Partners Limited has 
taken into account the Directors' commercial assessments of the Framework 
Agreement. 
The City Code 
The City Code does not formally apply to the Company, given that the Company's 
place of central management and control is not currently within the United 
Kingdom, the Channel Islands or the Isle of Man. However, the provisions of the 
City Code may be applied at the discretion of the Directors pursuant to Article 
193 of the Company's Articles of Association. The Directors are entitled under 
the terms of Article 193(B)(2)(c) to waive, either in whole or in part, any of 
the requirements for or procedures applicable to an offer which would otherwise 
be subject to Article 193, and the Directors have agreed to such a waiver on the 
terms of the Framework Agreement, as summarised above. 
It is important that the Company's Shareholders read the Offer Document 
carefully and in its entirety once it has been despatched and, if Qualifying 
Shareholders decide to accept the Offer, that they act immediately. If 
Qualifying Shareholders decide not to accept the Offer, they need take no 
further action. Whilst Qualifying Shareholders may choose to maintain their 
current investment in the Company to pursue potential returns in the future and 
whilst the Board is currently pursuing steps to achieve the restoration of 
trading in the Company's shares on AIM at the earliest opportunity, there can 
currently be no assurance that the prevailing suspension will be lifted by 19 
August 2009 (being the end of the maximum six month suspension period set out in 
the AIM Rules for Companies) or that the Company's major shareholders holding, 
in aggregate, over 75 per cent. of its Shares will not seek to procure the 
making of an application by Sibir to the London Stock Exchange for the 
cancellation of the admission of the Shares to trading on AIM. If the Company's 
trading facility on AIM is not restored or its admission to trading on AIM is 
cancelled, it is likely that the liquidity and marketability of any Shares not 
acquired under the Offer would be significantly reduced and the value of any 
such Shares may be adversely affected as a consequence. 
 
 
The full terms of the Offer (including details of how the Offer may be accepted) 
will be set out in the Offer Document and the related Form of Acceptance. 
Qualifying Shareholders who accept the Offer may only rely on the Offer Document 
and the related Form of Acceptance for all the terms of the Offer. In deciding 
whether or not to accept the Offer in relation to their Shares, Qualifying 
Shareholders should rely only on the information contained, and procedures 
described, in the Offer Document and the related Form of Acceptance. Qualifying 
Shareholders are strongly advised to read the Offer Document expected to be made 
available to them as soon as possible and in any event before 5.00 p.m. on 28 
May 2009, which will contain important information. 
 
 
Enquiries: 
Sibir Energy plc 
Stuard Detmer, CEO 
Moscow +7 (495) 790 78 30 
 
 
Strand Partners Limited 
(Joint Financial Adviser and Nominated Adviser to Sibir) 
Rory Murphy, Director 
Simon Raggett, Chief Executive 
London +44 (0) 20 7409 3494 
 
 
J.P. Morgan Cazenove Limited 
(Joint Financial Adviser to Sibir) 
Ian Hannam, Managing Director 
Barry Weir, Managing Director 
Neil Haycock, Director 
London +44 (0) 20 7588 2828 
 
 
M: Communications 
Nick Miles 
London +44 (0) 20 7153 1535 
 
 
Gazprom Neft 
Igor M. Tsibelman, Esq. 
Tatiana Morozova. 
+ 7 (495) 777 3152 
 
 
Renaissance Capital 
Dominic Bokor-Ingram, Equity Sales, +44 207 367 7723 
Brien McMahon, Sales Trading, +44 207 367 7711 
Richard Betson, Sales Trading, +44 207 367 7714 
Arie Kravtchin, Equity Syndicate +7 495 783 5691 
Notes: 
"Excluded Shares" are defined in the Framework Agreement as meaning any Shares 
which are, or in the sole discretion of Gazprom Neft (acting reasonably) appear 
to be, legally and/or beneficially owned by or on behalf of the following, and 
their assignees and successors in title: 
(a)    Central Fuel Company; 
(b)    Bennfield Limited; or 
(c)    the Bank of Moscow 
and in addition any Shares in respect of which, in the sole discretion of 
Gazprom Neft (acting reasonably, save in respect of paragraph (i) below in 
respect of which Gazprom Neft's discretion shall be absolute): 
(d)the person purporting to tender an acceptance of such Shares is or may be 
prohibited or not permitted to sell, as a result of a freezing order (or 
analogous order) issued by a court in the United Kingdom or elsewhere; 
(e)the acquisition of such Shares would or may be prohibited, prevented or 
require a notification or clearance under the Proceeds of Crime Act 2002 or 
analogous legislation in any jurisdiction; 
(f)    the person purporting to tender an acceptance of such shares cannot 
demonstrate good title to such Shares, where "good title" means such Shares are 
sold free from all liens, charges, equitable interests, encumbrances, right of 
pre-emption and any other third party rights and interests of any nature 
whatsoever; 
(g)    it would otherwise be unlawful for the person purporting to tender an 
acceptance of such Shares to sell, or for Gazprom Neft to acquire, the Shares; 
(h)such Shares which were offered for sale by a Shareholder (and accepted on 
behalf of Gazprom Neft) pursuant to Gazprom Neft's invitations to offer on 23 
April 2009 and 22 May 2009; or 
(i)are held by Shareholders to which the Offer will not be extended due to the 
location of the Shareholder in a jurisdiction other than the United Kingdom (see 
below). 
The Offer shall be made to Shareholders whose address on the Company's register 
of members is within the United Kingdom.  In respect of Shareholders whose 
address on the register of members is within a country or territory outside the 
United Kingdom, Gazprom Neft shall make the Offer available to such Shareholders 
only where, in Gazprom Neft's sole discretion, it would be proportionate in the 
circumstances to do so, having regard to (but not limited to) the cost involved, 
any resulting delay to the Offer timetable, the number of registered 
Shareholders in the relevant jurisdiction, the number of Shares involved and any 
other factors invoked by Gazprom Neft. Subject to the foregoing, in respect of 
each such country or territory, Gazprom Neft shall only be required to make the 
Offer available to Shareholders within that country or territory if the 
aggregate nominal value of Shares held by Shareholders within that country or 
territory exceeds one per cent of the total nominal issued share capital of the 
Company. 
Strand Partners Limited, which is authorised and regulated in the United Kingdom 
by the Financial Services Authority, is acting as joint financial adviser and 
Nominated Adviser for the Company and no-one else in connection with the Offer 
and will not be responsible to anyone other than the Company for providing the 
protections afforded to clients of Strand Partners Limited or for providing 
advice in relation to the Offer. 
J.P. Morgan Cazenove Limited, which is authorised and regulated in the United 
Kingdom by the Financial Services Authority, is acting as joint financial 
adviser for the Company and no-one else in connection with the Offer and will 
not be responsible to anyone other than the Company for providing the 
protections afforded to clients of J.P. Morgan Cazenove Limited or for providing 
advice in relation to the Offer. 
The Offer will not be made, directly or indirectly, in or into, or by the use of 
the mails or any means of instrumentality (including, without limitation, 
telephonically or electronically) of interstate or foreign commerce of, or any 
facilities of a national securities exchange of any jurisdiction outside the 
United Kingdom (in this announcement, an "Excluded Jurisdiction"). Accordingly, 
except as required by applicable law, copies of this announcement are not being, 
and may not be, mailed or otherwise forwarded, distributed or sent in, into or 
from any such Excluded Jurisdiction.  Persons receiving this announcement 
(including without limitation nominees, trustees or custodians) must not 
forward, distribute or send it into any Excluded Jurisdiction. 
Qualifying Shareholders are strongly advised to read the formal documentation in 
relation to the offer once it has been despatched. The Offer Document and the 
Form of Acceptance, setting out full details of the Offer and the procedures to 
be followed by Qualifying Shareholders to accept the Offer, are expected to be 
made available to Qualifying Shareholders and, for information purposes only, to 
participants in the Company's share scheme as soon as possible and in any event 
before 5.00 p.m. on 28 May 2009. Copies of the Offer Document and the Form of 
Acceptance will be available from Capita Registrars, The Registry, 34 Beckenham 
Road, Beckenham, Kent BR3 4TU and from Renaissance Securities (Cyprus) Limited 
at 2-4 Arch. Makarious III Ave, Nicosia, HM12, Cyprus. 
This announcement does not constitute, or form any part of, any offer for, or 
solicitation of any offer for, securities. Any acceptance or other response to 
the Offer should be made on the basis of the information contained in the Offer 
Document and the Form of Acceptance accompanying such Offer Document. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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