Commencement of GDR Delisting

S.N.G.N. Romgaz S.A.

25 September 2024

 

CURRENT REPORT

In compliance with Law no. 24/2017 regarding Issuers of Financial Instruments and  Market Operations  and F.S.A. Regulation no. 5/2018

Report date: September 25, 2024

Company name: Societatea Nationala de Gaze Naturale ROMGAZ S.A.

Address: Medias, 4 Constantin I. Motas Square, Sibiu County - Romania, 551130

Phone/fax no: 004-0374-401020 / 004-0269-846901

Fiscal Code: RO14056826

LEI Code: 2549009R7KJ38D9RW354

Trade Register registration number: J32/392/2001

Subscribed and paid in share capital: 3,854,224,000 RON

Regulated market where the issued securities are traded: Bucharest Stock Exchange (BVB), London Stock Exchange (LSE)

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 Agreement

Societatea Nationala de Gaze Naturale "Romgaz" S.A. ("Romgaz", the "Company") informs its shareholders and investors regarding 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 UK Financial Conduct Authority, of cancellation of trading of the GDRs on the Main Market for financial instruments of the London Stock Exchange plc (the "London Stock Exchange") (the "Delisting") and of termination of the Deposit Agreement in respect of the GDRs dated November 8, 2013 between the Company and The Bank of New York Mellon (the "Depositary") (the "GDR Deposit Agreement").

As announced including via a Regulatory Information Service (Regulatory News Services, RNS Number: 8214D), by Decision no. 11 of September 11, 2024, the Extraordinary General Meeting of the Company's Shareholders (the "EGMS") approved the Delisting with a majority of 86.67% of the total number of voting rights, representing 86.67% of the share capital of Romgaz and 100% of the total votes validly cast[1].

Following such Resolution of the EGMS and the Decision of Romgaz Board of Directors of September 24, 2024 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[2] to be removed from the Official List of the UK Financial Conduct Authority and to cancel the trading of the GDRs on the Main Market for financial instruments of the London Stock Exchange.

By way of background, the GDRs have been admitted to trading on the Main Market for financial instruments of the London Stock Exchange since November 12, 2013. At that time, the listing of GDRs on the London Stock Exchange was decided by the Company's majority shareholder, the Romanian State through the Ministry of Economy, simultaneously with the listing of Romgaz's shares on the Bucharest Stock Exchange, as part of the Secondary Initial Public Offering of shares (as shares and GDRs) issued by S.N.G.N.Romgaz S.A.

Since then, there has been a steep reduction to the number of GDRs in issue. Thus, if on November 12, 2013 there were 20,085,048 GDRs, representing 5.21% of Romgaz's share capital, as of May 20, 2024 (before the share capital increase) their number has decreased by 93.80% to 1,245,138 GDRs, with their related shares representing 0.32% of Romgaz's share capital. The Bucharest Stock Exchange's development over the years, the inclusion of the Company in the MSCI Emerging Markets indices - capitalization and liquidity and the market-making services contracted by the Company since May 2023, have made the shares traded on the Bucharest Stock Exchange more attractive, from a 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 Stock Exchange listing, Romgaz 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 of the London Stock Exchange.

An application will be made to the Financial Conduct Authority for the GDRs to be removed from the Official List of the UK Financial Conduct Authority and to the London Stock Exchange for trading in the GDRs to be cancelled, both with effect from December 31, 2024.

The last day of trading in the GDRs on the London Stock Exchange is expected to be December 30, 2024.

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 am (UK time) on December 31, 2024.

Shortly after this announcement, the Company shall also serve a formal notice to the Depositary to terminate the GDR Deposit Agreement.

Chief Executive Officer,

Razvan POPESCU

Chief Financial Officer,

Gabriela TRANBITAS

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[1]EGMS and OGMS Resolution on September 11, 2024 - 14:41:12 11 Sep 2024 - SNGR News article | London Stock Exchange

[2] 1 GDR = 1 share

 

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