Bashneft shareholders approved reorganization of the company by merging CJSC Bashneft-Invest with Bashneft

The extraordinary meeting of shareholders of Bashneft held on February 3 by absentee voting made a decision on the reorganization of the company by consolidating with CJSC Bashneft-Invest, created through a withdrawal from CJSC Sistema-Invest. The meeting also decided to reduce the Bashneft’s authorized capital in connection with the reorganization and approved the new version of the company’s charter.

The meeting of shareholders also established the procedure and set out the conditions for the consolidation and approved the Consolidation Agreement.

In accordance with the Federal Law on Joint-Stock Companies, Bashneft’s shares owned by CJSC Bashneft-Invest should be cancelled. The meeting of shareholders decided to cancel 20.2% of Bashneft’s ordinary shares (16.8% of its authorized share capital). Thus, Bashneft’s authorized share capital will total 189,244,540 roubles: 150,570,662 ordinary shares and 38,673,878 preferred shares with a par value of one rouble each.

Shareholders of JSOC Bashneft who abstained or voted against the reorganization may request a buyback of all or some of the company’s shares that they own. On December 17, 2013, Bashneft’s Board of Directors set the buyback price for ordinary and preferred shares of JSOC Bashneft as follows: ordinary shares - 1 983 rub. per share, 1 403 rub. per share.

We recall that on December 18, 2013, JSOC Bashneft announced the official start of the reorganization programme. CJSC Bashneft-Invest is Bashneft’s wholly owned subsidiary created through withdrawal from CJSC Sistema-Invest, whose shares were owned by OJSC JSFC Sistema and JSOC Bashneft (their stakes in its authorized share capital totaled 50.6% and 49.4% respectively). In its turn, prior to its split-up CJSC Sistema-Investowned a 25.2% stake in the authorized share capital of Bashneft.

The Chairman of the Board of Directors of Bashneft Felix Yevtushenko said earlier that the reorganization scheme aims at the elimination of Bashneft’s cross-shareholdings and the completion of the company's exit from non-core businesses.

Experts believe that the reorganization will increase the attractiveness of Bashneft in anticipation of the planned IPO.