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Reverse takeovers – Regal Petrolium Ukraine

January 19, 2011

Well dear readers, aren’t reverse takeovers interesting?

Take a look……..

Interfax-Ukraine
Heamoor Limited (Cyprus) and Ukrainian oil and gas holding Geo-Alliance, companies controlled by Ukrainian businessman Victor Pinchuk, have made a proposal to purchase the shares of Regal Petroleum plc, a British oil and gas company with assets in Ukraine, at a price of 25 pence per share.

Under the terms of the deal published on the London Stock Exchange, Regal makes an additional issue of shares and exchanges them for a 100% stake in Geo-Alliance. Thus, Geo-Alliance, in fact, becomes a subsidiary of Regal.

As a result of the exchange of shares, the current owners of Geo-Alliance receive up to 70% of Regal’s fully diluted share capital, as enlarged by the acquisition. The previous owners of Regal, in turn, get the option to sell their Regal shares to Heamoor at a price of 25 pence per Regal share for three months following the completion of the reverse take-over (the acquisition).

The deal requires the necessary Ukrainian anti-trust approvals. According to Regal, more complete information about the deal will be made public until February 10, while until March 10 the company’s shareholders will get all of the necessary documents.

As a result of the reverse take-over procedure, Pinchuk-controlled companies will be able to enter the London Stock Exchange (LSE). Earlier, Geo-Alliance planned to conduct an initial public offering (IPO) on the Warsaw Stock Exchange (WSE), but abandoned its plans due to worsening market conditions.

In connection with the announcement about the potential acquisition of Regal, trading in its shares on the LSE was suspended.

As reported, Energees Management, which is controlled by Ukraine’s Smart Holding, made a proposal on the purchase of Regal Petroleum Plc at 24 pence per share, the initial closing of which is due on January 24.

Maybe time to have a quick flick through the foreign publicly traded enterprises in Ukraine in the commodity field, particularly in light of some rather tasty privitisations coming soon and look for those likely to become controlled by the locals.  (That only ever happens for good reason and normally means a reasonable return for those with the dangely bits to play in Ukraine.)

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