WWW.DISSERTATION.XLIBX.INFO
FREE ELECTRONIC LIBRARY - Dissertations, online materials
 
<< HOME
CONTACTS



Pages:     | 1 | 2 || 4 | 5 |   ...   | 6 |

«1 The Boards of Directors of Lambros Overseas S.A. corporate registration no. 1019400, and OJSC Alliance Group, corporate registration no. ...»

-- [ Page 3 ] --

that the pre-amalgamation undertakings made by AOC as set out under the ”Preamalgamation undertakings” section on page 13 are not breached before the day of the registration of the Amalgamation;

subject to what Alford and/or Alliance Group could reasonably have foreseen or had 4.

knowledge of, that no event occurs which is outside the control of Alliance Group and Alford, which will materially adversely affect the results, liquidity or profit of AOC; and subject to what Alford and/or Alliance Group could reasonably have foreseen or had 5.

knowledge of, that the Amalgamation is not, in whole or in part, made impossible, made materially more difficult or negatively affected to a considerable extent by legislation, decisions of the courts, decisions by public authorities or other circumstances outside the control of AOC, Alford and Alliance Group in Sweden, Bermuda or Russia.

13 Alliance Group and Alford reserve the right to waive, in whole or in part, the conditions to the Transaction other than the requirement for Shareholder approval of the Amalgamation under Bermuda law. The Transaction may, however, only be withdrawn with reference to condition 3 to 5 if the non-satisfaction of such conditions is of material importance to Alford’s acquisition of the Shares.

No further actions needed by Shareholders to receive the Cash Consideration

Provided that the SGM approves the Amalgamation with at least a 75 per cent. majority of the votes cast, and that a quorum of two (2) persons at least holding or representing by proxy more than one third of the issued Shares are present, the Amalgamation will be implemented without further action from the Shareholders and the Cash Consideration will be paid to the Shareholders via SEB.

Amalgamation implementation, settlement of the Cash Consideration and impact of delisting AOC The Amalgamation is expected to be completed on or about 11 December 2013. Upon Approval of the Amalgamation at the SGM, the record date for settlement of the Cash Consideration (the “Cash Consideration Record Date”) will be confirmed and notified to the market in due course and well in advance of settlement. Within approximately 10 days following Approval, provided that all other conditions to the Transaction have been satisfied or waived, as appropriate, the Amalgamation will be registered with the Bermuda Registrar of Companies, which will issue a certificate of amalgamation confirming implementation of the Amalgamation. As a result of the Amalgamation, Alford and AOC will be amalgamated and continue as one company under the name Alliance Oil Company Ltd. Following registration of the Amalgamation, all of the Shares will be cancelled and the SDRs will be delisted from NASDAQ OMX Stockholm and deregistered from Euroclear Sweden AB.

All shareholders who are entered in AOC’s register of members, kept at AOC’s registered office in Bermuda, on the Cash Consideration Record Date, are entitled to receive the Cash Consideration.

SEB will be responsible for on-payment of the Cash Consideration to holders of SDRs who are entered in the register of SDR holders kept by Euroclear Sweden AB on the Cash Consideration Record Date. Settlement of the Cash Consideration is expected to occur on or around 18 December 2013.

Last day of trading of the SDRs in AOC The last day of trading of the SDRs in AOC is expected to occur around 10 December 2013.

Right to postpone settlement of the Cash Consideration

–  –  –

Introductions and registrations for the SGM of AOC A notice convening the holders of SDRs to an SGM, which will be held on 2 December 2013 at

3.00 p.m. CET at Nalen, Regeringsgatan 74, Stockholm, Sweden, was announced on 4 November 2013 (the “Notice”) and is available on AOC’s website: www.allianceoilco.com. Shareholders in Sweden will be sent an information brochure summarizing the Amalgamation.

4 Notice of any such extension or deferral will be announced by Alliance Group by means of a press release.

–  –  –

Alliance Group and its affiliated companies will be permitted and intend to vote in favour of the Transaction at the SGM in respect of all of the Shares beneficially held through SDRs on their behalf.

Notice of attendance at the SGM shall be made either by email to: issuedepartment@seb.se, via regular mail to; SEB, Issuer Agent Department, RB6, SE-106 40 Stockholm, by fax, no. +46 8 763 62 50 or by telephone, no. +46 8 763 55 60, no later than 26 November 2013 at 5.00 p.m. CET.

When giving notice of participation, the Shareholders shall state their names, as well as the name of any accompanying advisor, address, telephone number and personal identification number and/or company registration number as well as its holding of SDRs representing Shares. Only Shareholders registered in their own name with Euroclear Sweden AB on Tuesday 26 November 2013 and who have notified SEB are entitled to attend and vote at the meeting. Shareholders whose SDRs are registered in the names of nominees must temporarily re-register the SDRs in their own name in order to be entitled to participate. SDR holders wishing to re-register must inform the nominee well in advance of Tuesday 26 November 2013. Shareholders who wish to participate by way of proxy must submit a dated form of proxy. The original proxy must be sent to SEB at the above address well in advance of the SGM. If the proxy is issued by a legal entity, a certified copy of the certificate of registration, or an equivalent certificate of authority, shall be attached to the proxy.





Any Shareholders who hold their interest in Shares through SDRs who do not vote in favour of the Amalgamation at the SGM are entitled, if they do not consider the Cash Consideration to represent a fair price for their Shares, to apply to the Court in Bermuda under Section 106 of the Companies Act 1981 of Bermuda (as amended) for an appraisal of the fair value of their Shares. See further “Dissenting Shareholder Rights” in section 8, page 48. Such dissenting Shareholders are advised to obtain the advice of counsel before proceeding, and the following does not constitute legal advice. In brief, dissenting Shareholders will likely be required to exchange their SDRs for registered Shares before the SGM, not vote in favour if the Amalgamation at the SGM and apply to the Bermuda court for appraisal within one (1) month of the giving of the Notice of SGM.

15 Summary of Fairness Opinion 4 BofA Merrill Lynch has provided the Independent Directors with an opinion that the value of the Cash Consideration to be received by the holders of Ordinary Shares and Preference Shares is fair, from a financial point of view, to such holders. In providing their advice, BofA Merrill Lynch has taken into account the commercial assessments of the Independent Directors as well as their consideration of the Company's bye-laws with respect to the provisions relating to the Preference Shares.

16 Recommendation from the Independent Directors of AOC 5 Two of the directors of AOC, Arsen Idrisov (a beneficiary of Alliance Group) and Isa Bazhaev (Managing Director of one of Alliance Group’s subsidiaries), have absented themselves from all deliberations of the board in connection with the Transaction. Accordingly, the Transaction has been considered only by the Independent Directors: Eric Forss, Raymond Liefooghe, Fred Boling, Claes Levin and Fernando Martinez-Fresneda.

The Independent Directors have, together with their financial and legal advisors, evaluated the Transaction, and the Independent Directors have determined that it is in the interest of the Shareholders that the Transaction is presented to them for resolution at the SGM.

The Independent Directors unanimously recommend that the Shareholders vote in favour of the Transaction. The recommendation was announced 31 October 2013 by AOC in a press release. In making their recommendation, the Independent Directors have considered a number of factors, including the considerations described in the section “Background to and reasons for the recommendation by the Independent Directors.” BofA Merrill Lynch and Carnegie have acted as financial advisors to the Company in connection with the Transaction, and BofA Merrill Lynch has provided the Independent Directors with an opinion that the value of the Cash Consideration to be received by the holders of Ordinary Shares and Preference Shares is fair, from a financial point of view, to such holders. In providing their advice, BofA Merrill Lynch has taken into account the commercial assessments of the Independent Directors as well as their consideration of the Company's bye-laws with respect to the provisions relating to the Preference Shares.

The Independent Directors have confirmed that they intend to irrevocably undertake to vote in favour of the Transaction at the SGM and in respect of their own beneficial holdings of 264,718 of SDRs representing Ordinary Shares (representing approximately 0.2 per cent. of the total number of votes in AOC as of 30 September 2013).

Background to and reasons for the recommendation by the Independent Directors Cash Consideration for Ordinary Shares In evaluating the Transaction, the Independent Directors have considered several factors deemed to be relevant. These factors include AOC’s current position, its future potential to realise value as well as the evolving risks to that value.

The Independent Directors are pleased with the historic track-record of the Company’s upstream and downstream volume growth, as well as EBITDA and earnings growth, achieved since the merger of AOC with West Siberian Resources in 2008. The Independent Directors also recognise the potential for future value creation from current upstream projects as well as from the Company’s substantial refinery modernisation programme, due to be completed in 2014. The Independent Directors also believe, however, that there are a number of risks to realising additional value, including geological complexity in the Timan-Pechora region, changes in domestic gas tariffs and taxation for independent oil and gas producers, fiscal risks for Russian refiners and market risk in the Company’s domestic market for refined products.

The Independent Directors note that the Cash Consideration for the Ordinary Shares of SEK 60 represents a modest premium of 4 per cent. to the closing price of the relevant SDRs on 30 October 2013 (being the last trading day before announcement of the Transaction) and believe that the premium level needs to be considered against the background of the SDR price increasing over 48 per cent. to the closing price on 24 July 2013, which is the last date prior to press 17 speculation about a potential third party acquisition of a significant stake in the Company or its assets. The Independent Directors have based their assessment of the offer from Alliance Group on their views on the fundamental value of the Company, including the commercial prospects and risks facing AOC.

In arriving at their decision to recommend the Transaction, the Independent Directors have also taken into account Alliance Group’s significant shareholding in AOC and its limiting effect on the Company’s ability to attract an alternative offer.

In light of these considerations, the Independent Directors consider the terms of Alliance Group’s offer to be fair and reasonable and believe that the Transaction represents an opportunity for all of AOC’s independent Shareholders to realise cash value for their investment at a fair price that reflects the future prospects of the Company.

Cash Consideration for Preference Shares

The Independent Directors believe that the Cash Consideration for the Preference Shares, including the payment of accrued dividend up to completion of the Transaction, is fair and reasonable, reflecting the fundamental debt-like characteristics of preference shares as well as the trading performance of the Preference Shares. In arriving at their recommendation to the holders of the Preference Shares, the Independent Directors have considered the Company’s bye-laws with respect to the provisions relating to the Preference Shares.

18 Information on AOC 6 The following is a summary description of AOC. The information given in this description is based on publicly available information primarily gathered from AOC’s 2010, 2011 and 2012 annual reports and other public disclosure and has been reviewed by AOC’s Board of Directors. The financial information has been prepared in accordance with IFRS (the financial years 2010, 2011 and 2012) and IAS 34 (the interim accounts Q2 2012 and 2013), respectively.

Business Overview

AOC is an independent and vertically integrated oil and gas company with both upstream and downstream operations in Russia and upstream operations in Kazakhstan. AOC’s upstream operations include crude oil exploration and production in the Timan-Pechora, Volga-Urals and Tomsk regions of Russia and the Atyrau region of Kazakhstan, as well as upstream gas operations in the Tomsk region; its downstream operations include oil refining as well as transportation, marketing and sale of refined petroleum products primarily in the Russian Far East.

History

AOC is an exempted company limited by shares incorporated under the laws of Bermuda. AOC was incorporated on 1 September 1998 for an unlimited duration, with corporate registration number 25413. The Ordinary Shares were initially listed in 2000 on NASDAQ OMX First North (former Nya Marknaden of the Stockholm Stock Exchange) under the name Vostok Oil Limited, subsequently the name was changed to West Siberian Resources Ltd. and in 2007 the Ordinary Shares were delisted from NASDAQ OMX First North and listed its Ordinary Shares on NASDAQ OMX Stockholm. After a merger with NK Alliance, the name was changed to Alliance Oil Company Ltd.

Key strategic historical milestones for AOC and its acquired companies:



Pages:     | 1 | 2 || 4 | 5 |   ...   | 6 |


Similar works:

«Working Paper Series WPS 13-10-3 Trade-in-goods and trade-intasks: An integrating framework Richard Baldwin Frédéric Robert-Nicoud October 2013 Trade-in-goods and trade-in-tasks: An integrating framework Richard Baldwin and Frédéric Robert-Nicoud Graduate Institute, Geneva, CEPR and NBER; University of Geneva, CEPR and SERC October 2013 ABSTRACT We introduce a simple but flexible analytical framework in which both trade in goods and trade in tasks arise. We use this framework to provide...»

«PANIC ROOM by David Koepp February 23, 2000 Converted to pdf by Nas Ahmed This film is short. This film is fast.FADE IN: EXT. MANHATTAN DAY The whole island, from the south. For a second. Literally.EXT. NEW YORK SKYLINE DAY Closer, just the skyline. For another second.EXT. UPPER WEST SIDE DAY Closer still, the Upper West Side. For another second. No time to waste admiring the scenery. EXT. WEST 83RD STREET DAY Race across a field of PEDESTRIANS to pick up three women hurrying down the sidewalk....»

«Stories becoming sticky How civic initiatives strive for connection to governmental spatial planning agendas Hetty van der Stoep Thesis committee Promotors Prof. Dr A. van den Brink Professor of Landscape Architecture and Professor of Land Use Planning Wageningen University Prof. Dr M.N.C. Aarts Endowed professor of Strategic Communication, University of Amsterdam Associate professor, Strategic Communication Group, Wageningen University Other members Prof. Dr P. Leroy, Radboud University...»

«September 2014 Traditional Jewish Attitudes Toward Poles by Mark Paul Mutual prejudices and stereotypes have been harboured by both Poles and Jews, in regard to one another, for long centuries. However, few scholars in the West have recognized that Jews, no less than Poles, adopted parallel, reciprocal views about the other community. A much overworked theme in studies of Polish-Jewish relations is that of the “Other,” with its exclusive focus on Polish attitudes toward Jews. Nowadays,...»

«Table of Contents Coronary Artery Disease (CAD) Your Heart What is CAD? What are the Symptoms of CAD? What are the Risk Factors of CAD? How Can My Doctor Tell if I Have CAD?.8 Your Treatment Options Surgery Angioplasty Coronary Artery Stents Drug-Eluting Stents (DES) XIENCE Family of Coronary Stents Contraindications Potential Adverse Events Associated with the XIENCE Family of Coronary Stents The SPIRIT Family of Clinical Trials The XIENCE V USA Post-approval Trial.33 1 Table of Contents...»

«THE PROPHETS AND THE PROMISE BY WILLIS JUDSON BEECHER 1905 by Thomas Y. Crowell, New York. Digitized by Ted Hildebrandt: Gordon College 2005 PREFACE IN part the Stone lectures as delivered were a selection from the materials of this volume, and in part the volume is an expansion of the lectures. It is a product of studies, accumulating during many years, rather than a predirected discussion of a subject, but I hope that it will not be found deficient in logical coherence. The presentation it...»

«The Rotary Sun.the official newsletter of the Rotary Club of Grand Cayman Sunrise. Wed Dec 12, 2012 Home Rotary Sunrise: A Family Friendly Rotary Club Editor Gina McBryan If you have any comments or Submitted by Rotarian Martha Connolly questions, please contact the editor. I recently read an article on the RI website that said ‘service clubs that welcome kids can boost membership and service.’ Stats show that only 11percent of Rotary Clubs have members under the age of 40 and while...»

«Paper final A GEOGRAFIA URBANA DE MANAUS: DESAFIOS PARA MOBILIDADE E CIRCULAÇÃO Danielle Pereira da Costa Jair Schmitt RESUMO A análise da geografia urbana de Manaus (AM) pressupõe a abordagem dos processos externos e internos decorrentes da ação dos agentes modeladores do espaço. A questão da mobilidade se sobressai, visto que, se configuram em seu território dois processos concomitantes: a expansão horizontal e o adensamento vertical, sendo premente a redefinição e adequações...»

«From The Darlings by Cristina Alger www.cristinaalger.com INTRODUCTION T his is it, he thought, as he clicked on his left blinker. The end of the road. The sign for the bridge had snuck up on him. He had done this drive before, but not at 2 a.m, and he had never been much of a night driver. There had been a little traffic leaving the city, but now there was almost none. Every time a car passed him on the left he wondered who the driver was and why they were on the road this late. He wondered if...»

«Does Soft Information Matters? Evidence From Loan Officer Absenteeism Alejandro Drexlera, Antoinette Schoarb ∗ This version April, 2011 Abstract This paper provides evidence that shocks to the relationship between loan officers and their borrowers affects the credit decisions of the bank as well as customers’ repayment and borrowing behavior. When a loan officer unexpectedly has to be absent from the job (due to either sickness, pregnancy, dismissal or retirement), the existing borrowers...»

«Policies lost in translation? Unravelling water reform processes in African waterscapes Jeltsje Sanne Kemerink-Seyoum Policies lost in translation? Unravelling water reform processes in African waterscapes Policies lost in translation? Unravelling water reform processes in African waterscapes DISSERTATION Submitted in fulfillment of the requirements of the Board for Doctorates of Delft University of Technology and of the Academic Board of the UNESCO-IHE Institute for Water Education for the...»

«Strategic Waste Management and Minimisation in Aquaculture Scottish Aquaculture Research Forum Fiinall Report F na Report June 2008 June 2008 Thistle Environmental Partnership Strategic Waste Management and Minimisation in Aquaculture Acknowledgements Acknowledgements This project was commissioned by the Scottish Aquaculture Research Forum (SARF), and funded by: SARF;Highlands and Islands Enterprise (HIE); and, Highland Council. The generous financial support of the above organisations is...»





 
<<  HOME   |    CONTACTS
2016 www.dissertation.xlibx.info - Dissertations, online materials

Materials of this site are available for review, all rights belong to their respective owners.
If you do not agree with the fact that your material is placed on this site, please, email us, we will within 1-2 business days delete him.