«1 The Boards of Directors of Lambros Overseas S.A. corporate registration no. 1019400, and OJSC Alliance Group, corporate registration no. ...»
1998 Incorporated in 1998 in Bermuda as Vostok Oil Limited 1999 Acquired the Middle Nyurola production license in the Tomsk region 2000 Listed its Ordinary Shares on NASDAQ OMX First North (former Nya Marknaden) 2004 Restructuring and recapitalisation of the company Name changed to West Siberian Resources Limited 2005 Acquired the Khvoinoye oil field and the Alexandrov Refinery in the Tomsk region Entered the Timan-Pechora region through acquisition of the Middle Kharyaga oil field Acquired the Liginski Block exploration licence near the Middle Kharyaga oil field Acquired two 25-year production licences for North and Lek-Kharyaga oil fields adjacent to the Middle Kharyaga oil field infrastructure 2006 Entered the Volga-Urals region through acquisition of three production and three exploration licences Strategic alliance with Repsol YPF Acquired the Kolvinskoye oil field in the Timan-Pechora region 2007 Listed its Ordinary Shares on NASDAQ OMX Nordic Stockholm (formerly the Stockholm Stock Exchange)
Large network of gas stations and wholesale terminals in the Russian Far East Significant fleet of railway oilcars 2009 Name changed to Alliance Oil Company Ltd
Equity and convertible bond offerings raised about MUSD$ 390 2010 Eurobonds and Rouble bonds successfully placed Long-term project financing from Vnesheconombank 2011 Production at the Kolvinskoye oil field is launched 2012 First preference share issuance Entered the Russian gas market via acquisition of SN-Gazdobycha located in the Tomsk region 2013 Eurobond offering raised MUSD$ 500 Second preference share issue of MUSD$ 100 In 2013, the Company completed the formation of the joint venture AROG with Repsol.
Repsol contributed its subsidiary Eurotek to the joint venture. Eurotek owns one production license and one combined exploration and production license. In March 2013, Eurotek commenced commercial gas production in the Khanty-Marsiysk region in Russia.
AOC’s business concept is to conduct both upstream and downstream operations. The Company’s operations include crude oil exploration and production, upstream gas operations and oil refining as well as transportation, marketing and sale of refined petroleum products.
Business Segments Upstream Operations AOC has a diversified portfolio of oil and gas producing assets. Exploration and production of crude oil and gas is conducted in Russia and Kazakhstan. AOC operates in three of Russia’s largest basins: Western Siberia, Timano-Perchora and the Volga-Urals. As of 31 December 2012, AOC’s proven and probable hydrocarbon reserves were estimated at 732.6 mmboe. AOC’s crude oil production increased to 19.7 mmbbl in 2012, compared to 17.9 mmbbl and 16.0 mmbbl in 2011 and 2010, respectively. Growth in AOC’s upstream operations is primarily achieved by adding and developing hydrocarbon reserves through drilling within existing licence blocks.
AOC’s downstream business has two principal areas of activity; refining and marketing and sales.
AOC, including its subsidiaries and affiliated companies conducts its oil refining operations at the Khabarovsk Refinery, which as of 31 December 2012 had a refining capacity of 90,000 barrels per 20 day. In 2012, 2011 and 2010, the Khabarovsk Refinery processed 29.3, 26.9 and 23.7 mmbbl of oil, respectively. As to marketing and sales, AOC, including subsidiaries and affiliated companies, markets refined petroleum products to (i) retail customers through its own network of filling stations and (ii) merchants through wholesale petroleum products terminals located in the Russian Far East as well as (iii) exports products through large and small third-party wholesalers to neighbouring Asian markets, namely South Korea, Japan and China.
23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 Approval and implementation of the Amalgamation 8 The final decision on approval of the Amalgamation is made by the Shareholders at the SGM of AOC, subject to relevant antitrust clearances. Such a resolution requires a 75 per cent. majority of the votes cast at the SGM, at which a quorum of two persons at least holding or representing by proxy more than one third of the issued Shares is present. The SGM will be held on 2 December
2013. Alliance Group and its affiliated companies will be allowed and intend to vote for all of their Shares.
Upon approval of the Amalgamation by the SGM, Alford and the Company will apply for registration of the Amalgamation with the Bermuda Registrar of Companies, which will issue a certificate of amalgamation, thereby confirming implementation of the Amalgamation. As a result of the Amalgamation, Alford and the Company will be amalgamated into the Amalgamated Company and continue as one company. All of the Shares will be cancelled and the SDRs will be delisted from NASDAQ OMX Stockholm and deregistered with Euroclear Sweden AB as a consequence hereof, whereupon all Shareholders will receive the Cash Consideration in exchange for their respective Shares.
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.
Dissenting Shareholder Rights
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. 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 of the Amalgamation at the SGM and apply to the Bermuda court for appraisal within one month of the giving of the Notice of SGM. An extract of Section 106 (6) of the Companies Act 1981 of Bermuda (as amended) has been set out in Appendix 1, page 101.
Any Shareholders who apply to the Court in Bermuda for an appraisal will, subject to Approval at the SGM, receive its entitlements to the Cash Consideration when it is paid to Shareholders who have not dissented. In case the Court in Bermuda later decides that a higher cash consideration should be paid for the dissenting Shareholder’s Shares, a top-up of the difference between the Cash Consideration and the price established by the Court will be made.
*The full year numbers for 2010, 2011 and 2012 in the cash flow statement for the group in summary are audited and the six month numbers are unaudited.
*The numbers in the key financials for the Company are unaudited.
Key financial ratios and data definitions
1. EBITDA for the last twelve months. The Company's operating result plus depletion, depreciation and amortisation, impairment of oil and gas assets and goodwill (if applicable), and less reversal of impairment, gain on disposal of shares in subsidiaries (if applicable) and other significant one-off items in the consolidated statement of profit or loss.
2. Return on shareholders' equity. The Company's result divided by the shareholders' equity at the end of the financial period.
3. Return on capital employed. Result before tax plus interest expenses, plus/less сurrеncy exchange gain/loss, divided by average total capital employed (the average total assets less non-interest bearing liabilities over the financial period).
4. Debt/equity ratio. Loans and borrowings, as shown in the consolidated statement of financial position, in relation to the shareholders' equity.
5. Equity ratio. The proportion of the Company's shareholders’ equity (including noncontrolling interests) to total assets.
7. Interest-coverage ratio. Result before tax plus interest expenses, plus/less currency exchange gain/loss, divided by interest expense (both capitalised and expensed in the consolidated statement of profit or loss).
8. Debt coverage ratio. The Company's EBITDA divided by interest expense (both capitalised and expensed in the income statement).
9. Debt/EBITDA. Loans and borrowings, as shown in the consolidated statement of financial position, divided by EBITDA
10. Earnings per share, before dilution. Earnings per share, before dilution, are calculated by dividing profit for the period attributable to owners of the Company by the weighted average number of Ordinary Shares for the period.
11. Earnings per share, after dilution. Earnings per share, after dilution, are calculated by dividing profit for the period attributable to owners of the Company by the weighted average number of dilutive potential Ordinary Shares for the period. Dilutive potential Ordinary Shares for the Company are convertible bonds, share options and warrants.
Sales volume crude oil. Volume crude oil sold in terms of mmbbl.
Crude oil revenue per barrel sold. Revenue from sale of crude oil divided by volume of crude oil sold both intra-group and to external customers.
Production costs per barrel sold crude oil. Based on volume of crude oil sold both intragroup and to the external customers excluding crude oil purchased for re-sale. Include production cost, taxes, depletion and depreciation.
Sales volume oil products. Volume oil products sold in terms of mmbbl.
Oil products revenue per barrel sold. Net sales price (gross price less VAT or export duties) per barrel of oil products sold to external customers.
Production costs per barrel sold oil products. Operating costs (including purchases of crude oil and other services from intra-group companies) divided by volumes of oil products sold both intragroup and to external customers. Include cost of refining, transportation cost, cost of crude oil purchased for re-sale, taxes and depreciation of refining assets.
54 Share Capital and Ownership Structure10General
AOC’s Shares are listed on NASDAQ OMX Stockholm Large Cap list under the ticker symbols “AOIL SDB” and “AOIL SDB PREF”. 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 on NASDAQ OMX Stockholm. After a merger with NK Alliance in 2008, the name was changed to Alliance Oil Company Ltd. In 2012 the Company issued and listed its first Preference Shares.
The number of Shares outstanding according to information from AOC as of 31 October 2013, was 171,528,414 Ordinary Shares and 7,280,000 Preference Shares. No Shares are held by AOC. The Ordinary Share carries one vote and the Preference Share carries a 1/10 vote. The Shares are traded through SDRs at NASDAQ OMX Stockholm. The nominal value per share is US$ 1.00 per Ordinary Share and US$ 1.00 per Preference Share.
Development of share capital
2004-02-17 Set-off issue 75,082,636 107,262,625 0.05 3,754,131.80 5,363,131.25 2004-03-26 321,787,875 429,050,500 0.05 16,089,393.75 21,452,525.00
2005-04-29 Rights issue 257,430,300 686,480,800 0.05 12,871,515.00 34,324,040.00 2005-09-14 Private placement 106,046,512 792,527,312 0.05 5,302,325.60 39,626,365.60 2006-02-10 Private placement 306,500,000 1,099,027,312 0.05 15,325,000.00 54,951,365.60 2007-01-19 Private placement 90,000,000 1,189,027,312 0.05 4,500,000.00 59,451,365.60 2008-04-10 Rights issue 1,783,540,968 2,972,568,280 0.05 89,177,048.40 148,628,414.00 2008-04-23 Private placement 258,000,000 3,230,568,280 0.05 12,900,000.00 161,528,414.00
2009-06-17 Private placement 10,000,000 171,528,414 1.00 10,000,000.00 171,528,414.00 2012-12-20 Rights issue of preference shares 5,000,000 176,528,414 1.00 5,000,000.00 176,528,414.00 2013-06-28 Rights issue of preference shares 2,280,000 178,808,414 1.00 2,280,000 178,808,414.00
The number of Shareholders was 34,461 as of 30 September 2013 according to information from AOC. The largest Shareholders according to information from AOC as of 30 September 2013 are shown in the table below.
(1) Price adjusted for dividend (2) Rebased to AOC Ordinary Share SDR Price As of 30th October 2013 Source: Capital IQ Shareholder Agreements, etc.
No shareholder agreements or similar agreements exist between shareholders of AOC, for the purpose of obtaining joint influence of AOC, as far as the Board of Directors of AOC is aware.
However, a relationship deed, dated 17 February 2008, (the "Relationship Deed”) was originally entered into by AOC and certain holders of SDRs of AOC, including Alliance Group. Clauses 3.8 and 3.20 of the Relationship Deed stipulate certain restrictions of such holders to carry out certain transactions affecting AOC, including the Amalgamation. Therefore, on 30 October 2013, the parties to the Relationship Deed entered into a deed of termination which terminates the Relationship Deed, thus, rendering the Amalgamation possible. The Relationship Deed will be reactivated on the same terms and conditions as previously between the parties if the Amalgamation is not approved at the SGM.
Authorisations for the Board of Directors