Press Releases and Events
NOVATEK terminates its Rule 144A GDR program and cancels listing of its Rule 144A GDRs on the LSE
Moscow, 07 June 2012.Joint Stock Company “NOVATEK” (“NOVATEK”) announces its intention to (i) terminate the Rule 144A Deposit Agreement, dated 15 April 2005, by and between NOVATEK, Deutsche Bank Trust Company Americas as depositary bank (the “Depositary”) and all registered and beneficial owners from time to time of Rule 144A global depositary receipts (the “Rule 144A GDRs”) evidenced by Rule 144A GDR certificates issued thereunder (the “Rule 144A Deposit Agreement”), (ii) close the Rule 144A GDR program for further deposits and (iii) apply to the United Kingdom Listing Authority and the London Stock Exchange (the “LSE”) to cancel the listing and admission to trading of the Rule 144A GDRs (CUSIP: 669888208, ISIN: US6698882080), each with effect from 9 July 2012. Following the termination of the Rule 144A GDR program, trading in NOVATEK GDRs will continue in the form of Regulation S global depositary receipts representing ordinary shares of NOVATEK (CUSIP: 669888109, ISIN: US6698881090) (the “Regulation S GDRs”) listed and admitted to trading on the LSE under the ticker symbol “NVTK”.
In accordance with the Rule 144A Deposit Agreement, the Rule 144A Deposit Agreement will be terminated 30 days after notice of termination is first provided to registered holders of Rule 144A GDRs. It is currently anticipated that the Rule 144A GDR program will terminate on 9 July 2012. No deposits of ordinary shares of NOVATEK will be accepted into the Rule 144A GDR program once the program is terminated.
Until the expiration of the six-month period following the date of termination, holders of Rule 144A GDRs may deliver their NOVATEK Rule 144A GDRs to the Depositary for cancellation and withdrawal of the underlying ordinary shares of NOVATEK, subject to and in accordance with the terms and conditions in the Rule 144A Deposit Agreement, or Regulation S GDRs, provided that the appropriate certifications are given to the Depositary. Holders of Rule 144A GDRs who elect to withdraw the ordinary shares underlying their Rule 144A GDRs or those who elect to convert their Rule 144A GDRs into Regulation S GDRs, subject to delivery to the depositary of the required certifications, will pay $0.05 per GDR in connection with such withdrawal or conversion, as the case may be.
It is anticipated that the Depositary will notify registered holders of Rule 144A GDRs of the termination of the Rule 144A GDR program and the process to be followed in order to cancel the Rule 144A GDRs.
As provided in the Rule 144A Deposit Agreement, at any time after the expiration of the six–month period following the date of termination, the Depositary may sell the ordinary shares of NOVATEK represented by the Rule 144A GDRs then outstanding and apply proceeds of such sale in accordance with the Rule 144A Deposit Agreement.
Neither this announcement nor the information contained therein is an offer, or an invitation to make offers, sell, purchase, exchange or transfer any securities or other financial instruments in the Russian Federation or to or for the benefit of any person in Russia, and does not constitute and is not purported to constitute an offering to investors who are not “qualified investors” (as defined in the Russian Federal Law on the Securities Market) or advertisement of any securities or other financial instruments in Russia. This announcement and the information contained therein must not be passed on to third parties or otherwise be made publicly available in Russia. Distribution of this document does not constitute placement and/or public circulation of securities or other financial instruments in Russia. The depositary receipts of Joint Stock Company “NOVATEK” have not been registered in the Russian Federation and are not intended for or admitted to “placement” or “public circulation” in Russia.
Notice to U.S. investors
Global depositary receipts of Joint Stock Company “NOVATEK” and ordinary shares represented by the global depositary receipts of Joint Stock Company “NOVATEK” have not been and will not be registered under the US Securities Act of 1933 or the securities laws of any state of the U.S., and may not be offered, sold, delivered or transferred except pursuant to an available exemption from or in a transaction not subject to the registration requirements of the U.S. Securities Act of 1933 and applicable U.S. state securities laws.
PAO NOVATEK is one of the largest independent natural gas producers in Russia, and in 2017, entered the global LNG market by successfully launching the Yamal LNG project. Founded in 1994, the Company is engaged in the exploration, production, processing and marketing of natural gas and liquid hydrocarbons. Upstream activities of the Company’s subsidiaries and joint ventures are concentrated mainly in the prolific Yamal-Nenets Autonomous Area, which is the world’s largest natural gas producing area and accounts for approximately 80% of Russia’s natural gas production and approximately 15% of the world’s gas production. NOVATEK is a public joint stock company established under the laws of the Russian Federation.