CURRENT REPORT
In
compliance with Law no. 24/2017 regarding Issuers of Financial
Instruments and Market Operations and F.S.A. Regulation
no. 5/2018
Report date: September 25, 2024
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: 3,854,224,000 RON
Regulated market where the issued securities are
traded: Bucharest Stock Exchange
(BVB), London Stock Exchange (LSE)
Significant event to
be reported:
· Commencement of process to delist and to
cancel trading of the GDRs, as well as to terminate the GDRs
Deposit Agreement
Societatea Nationala de Gaze Naturale "Romgaz" S.A.
("Romgaz", the
"Company") informs its
shareholders and investors regarding the commencement of the
process of delisting the global depositary receipts ("GDRs") from the standard listing
segment of the Official List (the "Official List") of the UK Financial
Conduct Authority, of cancellation of trading of the GDRs on the
Main Market for financial instruments of the London
Stock Exchange plc (the "London
Stock Exchange") (the "Delisting") and of termination of the
Deposit Agreement in respect of the GDRs dated November 8, 2013
between the Company and The Bank of New York Mellon (the
"Depositary") (the
"GDR Deposit
Agreement").
As announced including via a Regulatory Information
Service (Regulatory News Services, RNS Number: 8214D), by Decision
no. 11 of September 11, 2024, the Extraordinary General Meeting of
the Company's Shareholders (the "EGMS") approved the Delisting with a
majority of 86.67% of the total number of voting rights,
representing 86.67% of the share capital of Romgaz and 100% of the
total votes validly cast[1].
Following such Resolution of the EGMS and the
Decision of Romgaz Board of Directors of September 24, 2024
approving, amongst other things, the details of the Delisting, the
Company announces today the commencement of the process for the
GDRs representing interests in the Company's ordinary
shares[2] to be removed from the
Official List of the UK Financial Conduct Authority and to cancel
the trading of the GDRs on the Main Market for financial
instruments of the London Stock Exchange.
By way of background, the GDRs have been
admitted to trading on the Main Market for financial
instruments of the London Stock Exchange since November 12,
2013. At that time, the listing of GDRs on the London Stock
Exchange was decided by the Company's majority shareholder, the
Romanian State through the Ministry of Economy, simultaneously with
the listing of Romgaz's shares on the Bucharest Stock Exchange, as
part of the Secondary Initial Public Offering of shares (as shares
and GDRs) issued by S.N.G.N.Romgaz S.A.
Since then, there has been a steep reduction to the
number of GDRs in issue. Thus, if on November 12, 2013
there were 20,085,048 GDRs, representing 5.21% of Romgaz's share
capital, as of May 20, 2024 (before the share capital increase)
their number has decreased by 93.80% to 1,245,138 GDRs, with their
related shares representing 0.32% of Romgaz's share capital. The
Bucharest Stock Exchange's development over the years, the
inclusion of the Company in the MSCI Emerging Markets indices -
capitalization and liquidity and the market-making services
contracted by the Company since May 2023, have made the shares
traded on the Bucharest Stock Exchange more attractive, from a
liquidity perspective, than the GDRs traded on the London Stock
Exchange.
Against this background and considering also the
ongoing regulatory compliance and administrative costs the Company
incurs as a result of its London Stock Exchange listing, Romgaz
does not see a relevant benefit of maintaining this listing.
Consequently, the Company is now seeking the cancellation of the
listing of its GDRs on the Official List and of their trading on
the Main Market of the London Stock Exchange.
An application will be made to the Financial Conduct
Authority for the GDRs to be removed from the Official List of the
UK Financial Conduct Authority and to the London Stock Exchange for
trading in the GDRs to be cancelled, both with effect from
December 31, 2024.
The last day of trading in the GDRs on the London
Stock Exchange is expected to be December 30, 2024.
The cancellation of the listing and of trading in the
GDRs on the London Stock Exchange is expected to take effect at or
about 8:00 am (UK time) on December 31, 2024.
Shortly after this announcement, the Company shall
also serve a formal notice to the Depositary to terminate the GDR
Deposit Agreement.
Chief Executive
Officer,
Razvan
POPESCU
Chief Financial
Officer,
Gabriela
TRANBITAS