Restructuring of Vostok Nafta
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Restructuring of Vostok Nafta Prospectus relating to admission to trading in Warrants and listing of Depository Receipts in Vostok Nafta Investment Ltd Summary of terms and conditions and important events One (1) depository The holding of one (1) Redemption Depository Receipt in Vostok Gas (Old Vostok Nafta) receipt in Old Vostok on the record date of June 13, 2007 will entitle the holder to one (1) Warrant. One (1) War- Nafta gives entitle- rant will entitle the holder to subscribe for one (1) newly issued Depository Receipt in ment to subscribe for New Vostok Nafta at a price of SEK 22. one (1) newly issued Depository Receipt in Subscription price New Vostok Nafta at SEK 22 per Depository Receipt. No commission is payable. the price of SEK 22 Subscribing and payment Subscription takes place through cash payment during the subscription period. Preliminary timetable Last day of trading in Vostok Gas’ depository receipts including right to Redemption Depository Receipt May 24, 2007 Record day for share split and right to Redemption Depository Receipt May 29, 2007 Trading in Redemption Depository Receipts May 30–June 8, 2007 Record day for receiving Warrants in exchange for Redemption Depository Receipts June 13, 2007 Trading in Warrants June 14–June 27, 2007 Subscription period June 14–July 2, 2007 Estimated first day of trading in New Vostok Nafta Depository Receipts around July 4, 2007 Other information Vostok Gas (Old Vostok Nafta) ISIN code SE0000367823 Trading symbol on Stockholm Stock Exchange VGAS Round lot 25 New Vostok Nafta ISIN code SE0002056721 Trading symbol on Stockholm Stock Exchange VNIL Proposed round lot 200 Date of publication of financial information Interim report, January–June 2007 August 22, 2007 Interim report, January–September 2007 November 21, 2007 Year-end report, January–December 2007 February 13, 2008 Subscription for Depository Receipts in New Vostok Nafta – example Depository Depository Depository Depository receipt receipt receipt receipt Vostok Gas Vostok Gas Vostok Gas Vostok Gas (Old Vostok (Old Vostok (Old Vostok (Old Vostok Nafta) Nafta) Nafta) Nafta) Redemption Depository Depository Receipt Receipt Warrant Subscrip- New Vostok Gas New tion Vostok (Old Vostok Vostok amount Nafta Nafta) Nafta SEK 22 On the record day for the share split, Each redeemed Redemption Depository May 29, 2007, each existing deposito- Receipt will entitle to one Warrant. Each ry receipt in Vostok Gas (Old Vostok Warrant will, during the subscription peri- Nafta) will be split into two depository od, give the right to subscribe for one new receipts, of which one will be a Depository Receipt in New Vostok Nafta Redemption Depository Receipt. through cash payment of SEK 22. Record day for share split MAY JUNE 28 29 30 31 01 02 03 04 05 06 07 08 09 10 Trading in Redemption Depository Receipts Record day for receipt of Warrants 11 12 13 14 15 16 17 18 19 20 21 22 23 24 Trading in Warrants Subscription period First day of trading in New Vostok Nafta Depository Receipts JULY 25 26 27 28 29 30 01 02 03 04 05 06 07 08 Trading in Warrants Subscription period Contents 2 Summary 8 Risk factors 13 Restructuring of Old Vostok Nafta 18 Terms and conditions 22 Comments by the Managing Director 25 Market overview 38 History and legal structure 40 Description of operations 47 Description of the portfolio companies 67 Summary of financial information 70 Comments on the financial development 73 Equity capital, debt and other financial information 75 Board of directors, senior executives and auditors 79 Corporate governance 86 Share capital and ownership structure 89 Legal issues and additional information 91 Excerpts from Bye-laws, Memorandum of Association and Terms and Conditions for Depository Receipts 96 Tax considerations in Sweden 100 Terms and conditions for Depository Receipts 104 Terms and conditions for Warrants 111 Interim report for the period January–March 2007 122 Financial statements 137 Auditors’ report applying to new, revised historical financial statements 139 Addresses Definitions: New Vostok Nafta or the Company means Vostok Nafta Investment Ltd, corporate identity number 39861 (for- merly Vostok Nafta Holding Investment Ltd). Vostok Gas or Old Vostok Nafta means Vostok Gas Ltd, corporate identity number 22531 (formerly Vostok Nafta Investment Ltd). The Restructuring refers to the spin off of the non-Gazprom related part of Old Vostok Nafta’s portfolio and subscription of Depository Receipts in New Vostok Nafta, which is conducted by distribution of Warrants in New Vostok Nafta through a share split and a compulsory redemption procedure. VPC means VPC AB. Depository Receipts means the Swedish depository receipts issued representing shares in the Company according to the general terms and conditions for Depository Receipts in Vostok Nafta Investment Ltd. Redemption Depository Receipts means the Swedish depository receipts issued representing redemption shares in Vostok Gas (Old Vostok Nafta) according to the general terms and conditions for depository receipts in Vostok Gas (Old Vostok Nafta) in conjunction with the Restructuring. Warrants means the warrants received as payment for redeemed Redemption Depository Receipts in Vostok Gas (Old Vostok Nafta) in conjunction with the Restructuring. Öhman means E. Öhman J:or Fondkommission AB. Important information This Prospectus (“the Prospectus”) has been prepared in connection with the commencement of trading in Warrants in New Vostok Nafta and application for listing of Depository Receipts in New Vostok Nafta on the Stock- holm Stock Exchange. This Prospectus has been approved and registered by the Swedish Financial Supervisory Authority in accor- dance with the requirements in Chapter 2 of the Swedish Financial Instruments Trading Act (1991:980). Regis- tration does not mean that the Swedish Financial Supervisory Authority guarantees that the information in the Prospectus is correct or complete. The Prospectus is not aimed at persons whose participation is dependent upon further Prospectuses, regis- tration measures or other measures than those which follow from Swedish law. The Warrants are therefore not subject to trading or application for trading in any country other than Sweden. The Warrants have not been registered under the United States Securities Act from 1933 or any provincial law in Canada. Prospectuses are distributed in the United Kingdom only to shareholders in Old Vostok Nafta (“Relevant Per- sons”) in accordance with item 43 of the Financial Securities and Markets Act 2000 (Financial Promotion) Order 2001. A person who is not a Relevant Person shall not act or rely upon this Prospectus or its contents. The Prospec- tus and its content shall not be distributed, published or reproduced (in whole or in part) or disclosed by the recip- ients to any other person. The Prospectus contains information in the form of forward-looking assumptions which constitute subjective estimates and forecasts of the future. Expressions such as “expected”, “assumed”, “should”, “assessed” and similar are used to indicate that the information is to be regarded as estimates and forecasts. The estimates and forecasts are made on the basis of information which contains both known and unknown risks and uncertainties. No assurance that estimates and forecasts made regarding the future will become reality is given, either explic- itly or implicitly. Circumstances which may mean that assessments made in the Prospectus cannot become real- ity include development of demand and economic conditions, the development of operational and financial expenses and the general development of New Vostok Nafta’s business. Information from a third party have been accurately reproduced and, as far as the Company is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. Swedish law applies to the Prospectus. Disputes concerning the contents of the Prospectus and associated legal conditions shall be settled by a Swedish court of law. 1 Summary This summary should be regarded only as an introduction to the Prospectus. Any decision to invest in Depository Receipts or Warrants in New Vostok Nafta should be based on an assessment of the Prospectus in its entirety. Potential investors should note that persons may only be held responsible for informa- tion contained in or missing from the summary if the summary or translation is misleading or incorrect in relation to the other parts of the Prospectus. An investor who brings an action in court on the basis of the information contained in the Prospectus may be compelled to bear the cost of translation of the latter. Restructuring of Old Vostok Nafta Background In order to highlight the value of the non-Gazprom related holdings, offer more direct and transparent exposure to Old Vostok Nafta’s portfolio of assets, and meet different investors’ risk preferences, the shareholders in Old Vostok Nafta approved the board of directors’ proposal for a restructuring of the Company at an Extraordinary General Meeting on May 24, 2007. The Restructuring entails spinning off the non-Gazprom related part of Old Vostok Nafta’s portfolio into a new company, New Vostok Nafta. As a result of this Restructuring, Old Vostok Nafta changed name on May 24, 2007 to Vostok Gas. The board of directors that was elected at the Annual General Meeting in Old Vostok Nafta on March 30, 2007, will continue to work in New Vostok Nafta. A new board of directors for Vostok Gas (Old Vostok Nafta) was elected at the Extraordinary General Meeting on May 24, 2007. Furthermore, the current cor- porate management of Old Vostok Nafta will continue to manage both New Vos- tok Nafta and Vostok Gas following the Restructuring. For further information see section Board of directors, senior executives and auditors. New Vostok Nafta New Vostok Nafta will continue to invest in accordance with previous strate- gies, with a clear and sustained focus on Russia and its neighbours.