In compliance with Law no. 24/2017 on issuers of financial instruments and market operations (republished) and Financial Supervisory Authority’s Regulation no. 5/2018 on issuers of financial instruments and market operations
Date of report: 24 August 2023
Name of issuer: OMV Petrom S.A.
Headquarters: Bucharest, 22 Coralilor Street, District 1, („Petrom City”)
Telephone/fax number: +40 372 161930/ +40 372 868518
Sole registration number at the Trade Register Office: 1590082
Fiscal attribute: RO
Trade Register Number: J 40/8302/1997
Share capital: RON 6,231,166,705.80
Regulated market on which the issued securities are traded: Bucharest Stock Exchange and London Stock Exchange
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 agreements
OMV Petrom S.A. (the "Company") announces 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 Financial Conduct Authority, of cancellation of trading of the GDRs on the Main Market of the London Stock Exchange plc (the "London Stock Exchange") (the "Delisting") and of termination of the deposit agreements in respect of the GDRs dated 19 October 2016 between the Company and Citibank N.A. (the "Depositary") (the "GDR Deposit Agreements").
As announced including via a Regulatory Information Service, the relevant resolutions to approve the Delisting were passed at the Extraordinary General Meeting of Shareholders of the Company of 26 April 2023 by a majority of approximately 90% of the share capital and 99% of the total votes held by the present or represented shareholders (the "EGMS").
Following such resolution of the EGMS and the decision of the Executive Board of the Company of 23 August 2023 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 to be removed from the Official List of the Financial Conduct Authority and the trading of the GDRs on the Main Market of the London Stock Exchange to be cancelled.
By way of background, the GDRs have been admitted to trading on the Main Market since 20 October 2016. At that time, the listing on the London Stock Exchange was chosen in order for the Company to gain access to a larger investor base and also due to the low level of liquidity and accessibility limitations on the Bucharest Stock Exchange. Since then, there has been a steep reduction to the number of GDRs in issue to around 5% of the initial volume at the time of listing, which the Company believes reflects a low level of investors’ interest in the GDRs, especially since 2019, which is corroborated with an increase in investors’ interest in the Bucharest Stock Exchange. As compared to 2018, the traded value of the GDRs decreased by 97% in 2022 to USD 0.3 million and an average of USD 1,250 per day. As of 31 July 2023, the GDRs accounted for only 0.03% in the Company's share capital with the total capitalisation of the GDRs only representing USD 2.3 million. The Bucharest Stock Exchange's development over the years, the inclusion of the Company in the FTSE Russell EM indices and the market-making services contracted by the Company since September 2021 have made the shares traded on the Bucharest Stock Exchange more attractive, from 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 listing, the Company 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.
An application has been made to the Financial Conduct Authority for the GDRs to be removed from the Official List of the Financial Conduct Authority and to the London Stock Exchange for trading in the GDRs to be cancelled, both with effect from 26 October 2023.
The last day of trading in the GDRs on the London Stock Exchange is expected to be 25 October 2023.
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 a.m. on 26 October 2023.
Shortly after this announcement, the Company shall also serve a formal notice to the Depositary to terminate the GDR Deposit Agreements.
As previously announced, the Company has convened the Ordinary General Meeting of Shareholders to be held on 12 September 2023 (first convening) to resolve, among others, the payment of special dividends to the holders of shares (including underlying shares represented by GDRs) as of the record date of 28 September 2023, to be paid on 19 October 2023.
Chief Executive Officer
President of the Executive Board
Chief Financial Officer
Member of the Executive Board