S.N.G.N. Romgaz S.A. BoD Endorsement for Acquisition of EMEPRL Shares (1144R)
November 02 2021 - 11:04AM
UK Regulatory
TIDMSNGR
RNS Number : 1144R
S.N.G.N. Romgaz S.A.
02 November 2021
CURRENT REPORT
In compliance with Law no. 24/2017 regarding Issuers of
Financial Instruments and Market Operations and A.S.F. Regulation
no. 5/2018
Report date: November 2 , 2021
Company name : Societatea Nationala de Gaze Naturale ROMGAZ
S.A.
Address: Medias, 4 Constantin I. Motas Square, Sibiu County -
Romania, 551130
Phone/fax no: 004-0374-401020 / 004-0269-846901
Fiscal Code: RO14056826
LEI Code: 2549009R7KJ38D9RW354
Trade Register registration number: J32/392/2001
Subscribed and paid in share capital: 385,422,400 RON
Regulated market where the issued securities are traded:
Bucharest Stock Exchange (BVB), London Stock Exchange (LSE)
Significant event to be reported:
-- Board of Directors' endorsement of the acquisition of 100% of
ExxonMobil Exploration and Production Romania Limited shares
S.N.G.N ROMGAZ S.A. Board of Directors endorsed in the meeting
of November 2, 2021 the following:
a) the acquisition by S.N.G.N ROMGAZ S.A. of all shares issued
by (representing 100% of the share capital of) ExxonMobil
Exploration and Production Romania Limited, company that holds 50%
of the rights and obligations under the Concession Agreement for
petroleum exploration, development and production in XIX Neptun
Deep Block (hereinafter referred to as the Transaction) .
b) signing the agreement to purchase all shares issued by
(representing 100% of the share capital of) ExxonMobil Exploration
and Production Romania Limited, agreement to be concluded between
S.N.G.N. ROMGAZ S.A., as Buyer, with ExxonMobil Exploration and
Production Romania Holdings Limited, ExxonMobil Exploration and
Production Romania (Domino) Limited, ExxonMobil Exploration and
Production Romania (Pelican South) Limited, ExxonMobil Exploration
and Production Romania (Califar) Limited and ExxonMobil Exploration
and Production Romania (Nard) Limited, as Sellers (hereinafter
referred to as Share Purchase Agreement).
The Share Purchase Agreement will be signed by S.N.G.N. ROMGAZ
S.A. only after:
ü the approval of the Transaction and of the Share Purchase
Agreement by the Extraordinary General Shareholders Meeting of
S.N.G.N ROMGAZ S.A. .
ü the approval of the Transaction and of the Share Purchase
Agreement by the competent corporate bodies of the Sellers.
The price to be paid by S.N.G.N. ROMGAZ S.A. for all shares
issued by (representing 100% of the share capital of) ExxonMobil
Exploration and Production Romania Limited will be USD
1,060,000,000 (one billion sixty million USD), which can be
positively adjusted by maximum USD 10,000,000 (ten million USD); a
negative price adjustment is not limited.
Upon signing the Share Purchase Agreement, S.N.G.N. ROMGAZ S.A.
will have the obligation to pay to the Sellers an amount equal to
USD 106,000,000 (one hundred six million USD) representing an
advance payment/deposit.
After satisfying the conditions precedent required to complete
the Transaction, as stipulated in the Share Purchase Agreement,
S.N.G.N. ROMGAZ S.A. shall pay the amount representing the
difference between the acquisition price and the advance
payment/deposit paid upon signing the Share Purchase Agreement.
Chief Executive Officer,
Aristotel Marius JUDE
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END
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