Welcome!

News Feed Item

Natlata Addresses Misleading Petroneft Board Claims

LONDON, April 3, 2014 /PRNewswire/ --



Natlata Partners Limited ("Natlata"), the private investment company that is the largest single shareholder in Petroneft Resources PLC ("Petroneft" or "the Company") (AIM: PTR) has had a chance to examine the circular that the Board of Petroneft("the Board") released with the notice for the EGM to be held on 9 May 2014.  Natlata intends to send its own letter to shareholders in the coming week setting out why major changes at Petroneft are necessary if the company is to prosper. However the Board has made a number of inaccurate or misleading statements in its circular that need to be rectified without any further delay.

To begin with, the Board refers to the "current board of directors having been appointed by you, the Shareholders."

·     What the Board does not say is that the only shareholders who have voted to appoint the Board members that we propose to replace are the Board members themselves.

·     Since at least 2011, it would appear from the minutes provided to Natlata by the Company that no shareholder, outside of the current Board of Directors, has ever cast a single vote in favour of these Board members, or that, in fact, no shareholder besides the Board members has voted on any other Company related matter either.

The Board has claimed that Natlata 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." In fact:

  • As things stand now, the Company is, in practice, controlled by shareholders whose combined shareholding amounts to about 8%.
  • The Board neglected to mention why the first proposal, which envisaged transferring the Macquarie debt and issuing 10% new shares, was set at 3.82p a share.  This was the average trading price for the prior twelve months. This represented a premium of 52.8% over the shareprice of 2.5p last summer, before Natlata started building a notifiable stake, which long suffering investors will remember all too well.
  • The Board claims to have a number of questions about the terms and financing of the proposals, yet it never asked for a single clarification from Natlata either by phone, email, letter or in person.
  • An examination of Natlata's second proposal would have seen that:
  • based on our estimate of US$9.9m remaining Macquarie debt, conversion of this debt would represent a dilution of approximately 15%. It would increase Natlata's total shareholding in Petroneft to ca. 26.1% and therefore not trigger a mandatory offer.  The proposed farmout is equivalent to 50% dilution of shareholders  
  • it would have resolved the most urgent financial problem, namely capex and debt servicing
  • the proposed additional $10 million placement would be open to all shareholders and not the select few insiders who were invited to participate in the recent stealth placing carried out recently by Petroneft
  • the Board called Natlata's 5.5p per share offer unfair whilst they apparently considered 5p per share a "fair price" in their recent stealth placing.

The Board refers a number of times to discussions concerning refinancing with a large number of parties as well as seeking options for a farmout of Licence 61. However it neglects to give any substantive details of any of the options, including that of the farmout currently being discussed with the unknown "large international oil and gas company." It also states that "The planned farmout of 50 per cent. of Licence 61 is more attractive for Petroneft and significantly less dilutive for other Shareholders."

This is misleading and raises a number of further questions:

  • Natlata's offer would lead to a maximum 25-27% dilution including Natlata itself.  How can the Board say that their proposal, such as it is known, is better, as it will result in a practical dilution of almost 50% with the farmout in addition to the 10% dilution already executed by the board in their stealth placing.
  • They give no details of the identity of the proposed partner.  What expertise do they have? Have they ever worked in Russia?

Commenting on the Board's circular, Maxim Korobov, Natlata's controlling shareholder, said, "The Board makes a number of untrue statements and raises questions about Natlata's corporate governance and yet it does not feel that shareholders should have any say on a deal that will result in a fundamentally different company. They are asking shareholders to trust a Board that has already spent approaching $200 million of shareholders' money, with little to show for it. We have no trust in the management's unbiased and competent decision making capability.  That is why we think that all shareholders should have the opportunity to decide on what's best for their Company."

About Natlata Partners Limited

Natlata Partners is a private investment company that seeks out investments with a focus on Russia and CIS countries that appear to be distressed or are at an early stage of development and which will clearly benefit from effective management and proven sector experience.  For more information about Natlata and our investments please contact [email protected].  More details on our proposals for Petroneft can be found at http://www.value4petroneft.com.

For media enquiries please contact:
Stuart Leasor
[email protected]
+44-7703-5377211
or    
Tom Blackwell
[email protected]
+7-919-102-9064


More Stories By PR Newswire

Copyright © 2007 PR Newswire. All rights reserved. Republication or redistribution of PRNewswire content is expressly prohibited without the prior written consent of PRNewswire. PRNewswire shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.

Latest Stories
SYS-CON Events announced today that Interoute, owner-operator of one of Europe's largest networks and a global cloud services platform, has been named “Bronze Sponsor” of SYS-CON's 20th Cloud Expo, which will take place on June 6-8, 2017 at the Javits Center in New York, New York. Interoute is the owner-operator of one of Europe's largest networks and a global cloud services platform which encompasses 12 data centers, 14 virtual data centers and 31 colocation centers, with connections to 195 add...
SYS-CON Events announced today that Cloudistics, an on-premises cloud computing company, has been named “Bronze Sponsor” of SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Cloudistics delivers a complete public cloud experience with composable on-premises infrastructures to medium and large enterprises. Its software-defined technology natively converges network, storage, compute, virtualization, and management into a ...
SYS-CON Events announced today that SD Times | BZ Media has been named “Media Sponsor” of SYS-CON's 20th International Cloud Expo, which will take place on June 6–8, 2017, at the Javits Center in New York City, NY. BZ Media LLC is a high-tech media company that produces technical conferences and expositions, and publishes a magazine, newsletters and websites in the software development, SharePoint, mobile development and commercial UAV markets.
Historically, some banking activities such as trading have been relying heavily on analytics and cutting edge algorithmic tools. The coming of age of powerful data analytics solutions combined with the development of intelligent algorithms have created new opportunities for financial institutions. In his session at 20th Cloud Expo, Sebastien Meunier, Head of Digital for North America at Chappuis Halder & Co., will discuss how these tools can be leveraged to develop a lasting competitive advanta...
Building custom add-ons does not need to be limited to the ideas you see on a marketplace. In his session at 20th Cloud Expo, Sukhbir Dhillon, CEO and founder of Addteq, will go over some adventures they faced in developing integrations using Atlassian SDK and other technologies/platforms and how it has enabled development teams to experiment with newer paradigms like Serverless and newer features of Atlassian SDKs. In this presentation, you will be taken on a journey of Add-On and Integration ...
Now that the world has connected “things,” we need to build these devices as truly intelligent in order to create instantaneous and precise results. This means you have to do as much of the processing at the point of entry as you can: at the edge. The killer use cases for IoT are becoming manifest through AI engines on edge devices. An autonomous car has this dual edge/cloud analytics model, producing precise, real-time results. In his session at @ThingsExpo, John Crupi, Vice President and Eng...
There are 66 million network cameras capturing terabytes of data. How did factories in Japan improve physical security at the facilities and improve employee productivity? Edge Computing reduces possible kilobytes of data collected per second to only a few kilobytes of data transmitted to the public cloud every day. Data is aggregated and analyzed close to sensors so only intelligent results need to be transmitted to the cloud. Non-essential data is recycled to optimize storage.
"I think that everyone recognizes that for IoT to really realize its full potential and value that it is about creating ecosystems and marketplaces and that no single vendor is able to support what is required," explained Esmeralda Swartz, VP, Marketing Enterprise and Cloud at Ericsson, in this SYS-CON.tv interview at @ThingsExpo, held June 7-9, 2016, at the Javits Center in New York City, NY.
Microservices are a very exciting architectural approach that many organizations are looking to as a way to accelerate innovation. Microservices promise to allow teams to move away from monolithic "ball of mud" systems, but the reality is that, in the vast majority of organizations, different projects and technologies will continue to be developed at different speeds. How to handle the dependencies between these disparate systems with different iteration cycles? Consider the "canoncial problem" ...
As businesses adopt functionalities in cloud computing, it’s imperative that IT operations consistently ensure cloud systems work correctly – all of the time, and to their best capabilities. In his session at @BigDataExpo, Bernd Harzog, CEO and founder of OpsDataStore, will present an industry answer to the common question, “Are you running IT operations as efficiently and as cost effectively as you need to?” He will expound on the industry issues he frequently came up against as an analyst, and...
Why do your mobile transformations need to happen today? Mobile is the strategy that enterprise transformation centers on to drive customer engagement. In his general session at @ThingsExpo, Roger Woods, Director, Mobile Product & Strategy – Adobe Marketing Cloud, covered key IoT and mobile trends that are forcing mobile transformation, key components of a solid mobile strategy and explored how brands are effectively driving mobile change throughout the enterprise.
After more than five years of DevOps, definitions are evolving, boundaries are expanding, ‘unicorns’ are no longer rare, enterprises are on board, and pundits are moving on. Can we now look at an evolution of DevOps? Should we? Is the foundation of DevOps ‘done’, or is there still too much left to do? What is mature, and what is still missing? What does the next 5 years of DevOps look like? In this Power Panel at DevOps Summit, moderated by DevOps Summit Conference Chair Andi Mann, panelists l...
In their Live Hack” presentation at 17th Cloud Expo, Stephen Coty and Paul Fletcher, Chief Security Evangelists at Alert Logic, provided the audience with a chance to see a live demonstration of the common tools cyber attackers use to attack cloud and traditional IT systems. This “Live Hack” used open source attack tools that are free and available for download by anybody. Attendees learned where to find and how to operate these tools for the purpose of testing their own IT infrastructure. The...
Keeping pace with advancements in software delivery processes and tooling is taxing even for the most proficient organizations. Point tools, platforms, open source and the increasing adoption of private and public cloud services requires strong engineering rigor - all in the face of developer demands to use the tools of choice. As Agile has settled in as a mainstream practice, now DevOps has emerged as the next wave to improve software delivery speed and output. To make DevOps work, organization...
My team embarked on building a data lake for our sales and marketing data to better understand customer journeys. This required building a hybrid data pipeline to connect our cloud CRM with the new Hadoop Data Lake. One challenge is that IT was not in a position to provide support until we proved value and marketing did not have the experience, so we embarked on the journey ourselves within the product marketing team for our line of business within Progress. In his session at @BigDataExpo, Sum...