Ad hoc report – Approval of the Prospectus for the secondary public offering by Fondul Proprietatea S.A. of a part of its participation in OMV Petrom S.A.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN FULL OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
For the purposes of the UK Prospectus Rules only, this announcement is an advertisement and not a prospectus. For the purposes of the Romanian securities legislation, this announcement does not represent an offering announcement, advertisement or prospectus. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information in the prospectus to be published in accordance with Law no. 297/2004 on capital market (the "Prospectus"). Application will be made for the admission to listing of global depositary receipts representing OMV Petrom S.A.’s shares to the Official List of the UK Financial Conduct Authority and to trading on the London Stock Exchange plc's main market for listed securities. The Prospectus will be available on the website of OMV Petrom S.A. at www.omvpetrom.com, the website of Fondul Proprietatea S.A. at www.fondulproprietatea.ro and the website of Banca Comerciala Romana S.A. at www.bcr.ro.
In compliance with Capital Markets Law no. 297/2004 and Regulation no.1/2006 of NSC
Date of report: October 5, 2016
Name of issuer: OMV Petrom S.A.
Headquarters: Bucharest, 22 Coralilor Street, District 1
Telephone/fax number: +40 372 160697/ +40 372 868518
Sole registration number at the Trade Register Office: 1590082
Fiscal attribute: R
Trade Register Number: J 40/8302/1997
Share capital: 5,664,410,833.5 RON
Regulated market on which the issued shares are traded: Bucharest Stock Exchange
Significant event to be reported: Approval by the Financial Supervisory Authority of the Prospectus for the secondary public offering by Fondul Proprietatea S.A. of a part of its participation in OMV Petrom S.A. in the form of shares and global depositary receipts which represent the shares
The Financial Supervisory Authority approved on 5 October 2016 the Prospectus for the secondary public offering by Fondul Proprietatea S.A. of up to 3,641,100,108 shares owned in OMV Petrom S.A. (the “Company”) (representing approximately 6.4% of the OMV Petrom S.A.’s share capital) in the form of shares and global depositary receipts (“GDRs”) which represent the shares (the “Offer”). Application will be made to: (1) the United Kingdom Financial Conduct Authority (the “UK FCA”), in its capacity as competent authority under the United Kingdom Financial Services and Markets Act 2000, for the GDRs to be admitted to listing on the standard segment of the official list of the United Kingdom FCA and (2) the London Stock Exchange plc (the “London Stock Exchange”), for admission to trading of such GDRs on the London Stock Exchange’s main market for listed securities.
Download Appendix: ASF Decision no. 1934/05.10.2016,, (TXT, 31,2 KB)
Chief Executive Officer
President of the Executive Board
Important legal information
This announcement is for information purposes only and is not intended to constitute, and should not be construed as, an offer to sell or subscribe for securities, a solicitation of an offer to buy or subscribe for securities, or an announcement of a forthcoming solicitation of any offer to buy or subscribe for securities and shall not constitute an offer, solicitation or sale in the United States, Australia, Canada or Japan or any jurisdiction in which such offer, solicitation or sale is unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction, and the distribution of this communication in jurisdictions may be similarly restricted.
The securities have not been and will not be registered under the Securities Act, and may only be offered or sold in the United States of America (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") if registered under the U.S. Securities Act or an exemption from such registration is available. There will be no public offering of securities in the United States.
This announcement does not represent an offering announcement, advertisement or prospectus for the purpose of the Romanian securities legislation and does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase or subscribe for any shares or GDRs or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract. The Offer and the distribution of this announcement and other information in connection with the transaction in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Any purchase of securities referenced in this announcement in the Offer should be made solely on the basis of the information contained in the Prospectus to be issued in connection with the Offer and Admission. Before purchasing any securities referred to in this announcement, persons should ensure that they fully understand and accept the risks which will be set out in the Prospectus when published. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its completeness, accuracy or fairness.
This announcement is addressed to and is only directed at, in any member state of the European Economic Area (the "EEA") (other than Romania and the United Kingdom) which applies Directive 2003/71/EC, as amended (together with any implementing measures in any member state, the "Prospectus Directive"), those persons who are qualified investors (within the meaning of Article 2(1)(e) of the Prospectus Directive) ("Qualified Investors") in such member state, and such other persons as this document may be addressed on legal grounds. Any investment or investment activity to which this announcement relates is only available to, in any member state of the EEA (other than Romania and the United Kingdom), Qualified Investors and may only be engaged with such persons. Any person in a member state of the EEA (other than Romania and the United Kingdom) who is not a Qualified Investor should not act or rely on this announcement or any of its contents.
This announcement is addressed to and is directed only at (i) persons who are outside the United Kingdom or (ii) persons in the United Kingdom who are Qualified Investors and who have (a) professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended from time to time (the "Order") or (b) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order or (c) certified high net worth individuals and certified and self‐certified sophisticated investors as described in Articles 48, 50, and 50A respectively of the Order or (d) persons to whom this communication may otherwise be lawfully communicated (all such persons together being referred to as "Relevant Persons"). Any investment or investment activity to which this announcement relates is only available to, in the United Kingdom, Relevant Persons, and may only be engaged with such persons. Any person in the United Kingdom who is not a Relevant Person should not act or rely on this announcement or any of its contents.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, completeness or fairness. The information in this announcement is subject to change. Any purchase of shares or GDRs in the Offer by an investor should be made solely on the basis of information contained in the Prospectus to be issued by the Company in connection with the transaction in due course.
No stabilisation activities will be carried out in connection with the Offer.
Neither this announcement nor any copy of it may be taken or transmitted, directly or indirectly, into the United States, Australia, Canada or Japan or any jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.