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· PDF file ii These Listing Particulars (the "Listing Particulars") comprise listing particulars in compliance with the listing rules made under Section 73A of the Financial Services

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Text of · PDF file ii These Listing Particulars (the "Listing Particulars") comprise...

  • LISTING PARTICULARS DATED 5 APRIL 2012

    Vostok Energy Public Limited Company

    (incorporated under the Companies Act 1985 with limited liability in England and Wales with registered number 5806076)

    US$1,250,000

    Conditional Convertible Bonds due 2013 (To be consolidated and form a single series

    with the US$50,000,000 Conditional Convertible Bonds due 2013 issued on 13 October 2010)

  • ii

    These Listing Particulars (the "Listing Particulars") comprise listing particulars in compliance with the listing rules made under Section 73A of the Financial Services and Markets Act 2000 (the "FSMA") by the UK Listing Authority (the "UKLA") for the purpose of giving information with regard to Vostok Energy Public Limited Company (the "Issuer"), the Issuer and its subsidiaries taken as a whole (the "Group") and the US$1,250,000 conditional convertible bonds due 2013 (the "Bonds") (to be consolidated and form a single series with the US$50,000,000 conditional convertible bonds due 2013 issued on 13 October 2010). Applications have been made for the Bonds to be admitted to the Official List of the UKLA and to be admitted to trading on the Professional Securities Market (the "PSM") of the London Stock Exchange plc (the "LSE"). References in these Listing Particulars to the Bonds being "listed" (and all related references) shall mean that the Bonds have been admitted to the Official List and have been admitted to trading on the PSM. The PSM is not regulated for the purposes of Directive 2004/39/EC (the "Markets in Financial Instruments Directive").

    The Issuer accepts responsibility for the information contained in these Listing Particulars. To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case) the information contained in these Listing Particulars is in accordance with the facts and does not omit anything likely to affect the import of such information.

    These Listing Particulars do not constitute an offer of, or an invitation by or on behalf of the Issuer to subscribe or purchase, any of the Bonds or the ordinary shares of the Issuer (the "Ordinary Shares"). The distribution of these Listing Particulars and the offering of the Bonds or the Ordinary Shares in certain jurisdictions may be restricted by law. Persons into whose possession these Listing Particulars come are required by the Issuer to inform themselves about and to observe any such restrictions. For a description of certain further restrictions on offers and sales of Bonds or the Ordinary Shares and on distribution of these Listing Particulars, see "Subscription and Sale".

    No person is authorised in connection with the Bonds to give any information or to make any representation not contained in these Listing Particulars and any information or representation not so contained must not be relied upon as having been authorised by or on behalf of the Issuer or Capita Trust Company Limited (the "Trustee"). Neither the delivery of these Listing Particulars nor any sale made in connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer since the date hereof or the date upon which these Listing Particulars have been most recently amended or supplemented or that there has been no adverse change in the financial position of the Issuer since the date hereof or the date upon which these Listing Particulars have been most recently amended or supplemented or that the information contained in it or any other information supplied in connection with the Bonds is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same.

    The Bonds and the Ordinary Shares to be issued upon conversion of the Bonds have not been and will not be registered under the United States Securities Act of 1933, as amended, (the "Securities Act"). The Bonds and the Ordinary Shares to be issued upon conversion of the Bonds may not be offered, sold or delivered within the United States (as defined in Regulation S under the Securities Act ("Regulation S")) except in certain transactions permitted by the Securities Act. For a more complete description of restrictions on offers and sales, see "Subscription and Sale".

    The Bonds are represented by a global bond in bearer form (the "Global Bond"), which was deposited with a common depositary (the "Common Depositary") on behalf of Euroclear Bank S.A./N.V. ("Euroclear") or Clearstream Banking, société anonyme ("Clearstream, Luxembourg") or any other clearing system approved by the Trustee (the "Alternative Clearing System") on 13 January 2012. The Global Bond is exchangeable for definitive Bonds in bearer form in the denomination of US$1.00, only in certain limited circumstances set out in the Global Bond, all as further described in "Summary of Provisions Relating to the Bonds while in Global Form".

    The Issuer is not providing any advice or recommendation in these Listing Particulars on the merits of the purchase, subscription for, or investment in, the Bonds or the Ordinary Shares or the exercise of any rights conferred by the Bonds or the Ordinary Shares.

    The Bonds are securities which, because of their nature, are normally bought and traded by a limited number of investors who are particularly knowledgeable in investment matters. These Listing Particulars have been prepared on the basis that any purchaser of Bonds is a person or entity having sufficient knowledge and experience of financial matters as to be capable of evaluating the merits and

  • iii

    risks of the purchase. Before making any investment decision with respect to the Bonds, prospective investors should consult their own counsel, accountants or other advisers and carefully review and consider their investment decision in the light of the foregoing. An investment in the Bonds is only suitable for financially sophisticated investors who are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses which may result therefrom. Prospective investors should have regard to the factors described under the section entitled "Risk Factors".

    These Listing Particulars are not intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by the Issuer that any recipient of these Listing Particulars should purchase the Bonds. Each potential purchaser of Bonds should determine for itself the relevance of the information set out in these Listing Particulars and its purchase of Bonds should be based upon such investigations as it deems necessary.

    The Trustee may rely without liability to Bondholders or Couponholders on a report, confirmation or certificate of any financial advisers or investment bank, whether or not addressed to it and whether their liability in relation thereto is limited (by its terms or by any engagement letter relating thereto entered into by the Trustee or in any other manner) by reference to a monetary cap, methodology or otherwise. The Trustee shall be obliged to accept and entitled to rely on any such report, confirmation or certificate where the Issuer procures delivery of the same pursuant to its obligation to do so under the Terms and Conditions and such report, confirmation or certificate shall be binding on the Issuer, the Trustee, the Bondholders and the Couponholders (as defined herein) in the absence of manifest or proven error.

    Each potential investor in the Bonds must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should:

    (a) have sufficient knowledge and experience to make a meaningful evaluation of the Bonds, the merits and risk of investing in the Bonds and the information contained or incorporated by reference in this document;

    (b) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Bonds and the impact such investment will have on its overall investment portfolio;

    (c) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Bonds;

    (d) understand thoroughly the terms of the Bonds and be familiar with the behaviour of the financial markets in which they participate; and

    (e) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.

    The Bonds are complex financial instruments and such instruments may be purchased as a way to enhance yield with an understood, measured, appropriate addition of risk to an investor's overall portfolio. A potential investor should not invest in the Bonds unless it has the expertise (either alone or with the help of a financial adviser) to evaluate how the Bonds will perform under changing conditions, the resulting effects on the value of such Bonds and the impact this investment will have on the potential investor's overall investment portfolio.

    The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (a) the Bonds are legal investments for it; (b) the Bonds can be used as collateral by it for various types of borrowing; and (c) other restrictions apply to its purchase or pledge of any Bonds. Financial institutions should consult their

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