OOO Burovoya Kompaniya Eurasia (BKE) is the largest onshore drilling contractor in Russia
, February 16, 2015
Results of Extraordinary General Meeting of 16 February 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
16 FEBRUARY 2015
EURASIA DRILLING COMPANY LIMITED
RESULTS OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
AND APPROVAL OF THE MERGER
On 20 January 2015, Eurasia Drilling Company Limited (the "Company") announced that it had agreed with certain members of the Company's management team and certain significant shareholders (the "Participants") the terms of a merger (the "Merger") between the Company and EDC Acquisition Company Limited ("EACL"), a company formed by one of the Participants solely for the purposes of the Merger, under the provisions of the Companies Law (2013 Revision) of the Cayman Islands, as amended (the "Cayman Companies Law").In connection therewith, the Extraordinary General Meeting of the shareholders of the Company (the "Shareholders")was held on Monday 16 February 2015 at 12 noon (GMT) at the offices of Vinson & Elkins RLLP, CityPoint, 33rd Floor, One Ropemaker Street, London EC2Y 9UE (the "Extraordinary General Meeting") to consider and vote upon the following special resolution:
THAT, subject to the satisfaction or waiver of the conditions precedent pursuant to the Merger Implementation Agreement (as defined below): (a) the Company be authorised to merge with EDC Acquisition Company Limited ("EACL") so that the Company shall be the surviving company for the purposes of Part XVI of the Companies Law (2013 Revision) of the Cayman Islands, as amended (the "Cayman Companies Law"); (b) the merger implementation agreement between the Company and EACL dated 20 January 2015 (the "Merger Implementation Agreement") and the plan of merger between the Company and EACL (the "Plan of Merger"), and the transactions contemplated by the Plan of Merger, including the merger of the Company and EACL pursuant to the Cayman Companies Law (the "Merger"), be authorised and approved by the Company; (c) the Company be authorised to enter into the Plan of Merger; and (d) the Plan of Merger be executed by any one member of the Special Committee on behalf of the Company and filed with the Cayman Islands Registrar of Companies.
A quorum of Shareholders was present (in person or by proxy) at the Extraordinary General Meeting. The special resolution was passed.
As previously announced, it is expected that, subject to the satisfaction or waiver of the conditions precedent pursuant to the Merger Implementation Agreement, the Plan of Merger will be filed with the Cayman Islands Registrar of Companies (the "Cayman Registrar") on or around Monday 23 February 2015, whereupon the Cayman Registrar will register the Plan of Merger and issue the certificate of merger and the Merger will become effective. The Merger consideration is expected to be paid to Shareholders on or around Tuesday 24 February 2015. The Bank of New York Mellon as depositary for the Company's global depositary receipt ("GDR") programme (the "Depositary") will pay the Merger consideration received from the Company to GDR holders on or around Friday 6 March 2015.
Schlumberger B.V. is cooperating with the Russian Federal Anti-Monopoly Service ("FAS") to respond to a request for information regarding the transaction described in the circular to Shareholders dated 20 January 2015. The Merger will only be completed once FAS has confirmed to Schlumberger B.V. that it is satisfied with Schlumberger B.V.'s response to FAS's information request.
The Depositary closed its books for cancellations of GDRs on Tuesday 3 February 2015 and will close its books for new deposits and issuances of GDRs on the date the Merger becomes effective, expected to be on or around Monday 23 February 2015, in advance of the termination of the listing of the GDRs on the Official List maintained by the Financial Conduct Authority and the termination of the admission of the GDRs to trading on the London Stock Exchange plc on or around Wednesday 25 February 2015.
Eurasia Drilling Company Limited
Tom O'Gallagher, Marketing and Investor Relations
Evgeniya Bitsenko, Investor Relations
+44 (0) 207 717 9707
Hudson Sander (media enquiries for the Company)
Andrew Hayes / Elena Garside
+44(0) 20 7796 4133
XENON Capital Partners LLC
Natasha Tsukanova, Managing Director
Andrey Bulanov, Vice President
+7 495 644 00 10
Next: 20 February 2015: Update on Merger Timetable
Previous: 20 January 2015: Announcement of proposed merger and intention to de-list GDRs