The Swedish Securities Council issued a new statement (2014:24) on 29 April 2014 regarding general meetings. On the back of this and in order to bring clarity to the circumstances surrounding Shelton Petroleum’s extraordinary general meeting on 13 May 2014 and annual general meeting on 20 May 2014, the company makes the following announcement. The Securities Council states that Petrogrand has acted in breach of sound practice on the Swedish stock market by not withdrawing its request for the extraordinary general meeting in Shelton Petroleum. Furthermore, under the current circumstances, Petrogrand is not entitled to participate in the vote, or in any other way influence others in the vote, to appoint a new board of directors at the extraordinary or annual general meeting. In addition, Petrogrand has acted in breach of the Companies Act and seriously violated sound market practice by gathering power of attorneys for the extraordinary general meeting in Petrogrand on 14 May.
In a press release dated 10 April 2014, Shelton Petroleum disclosed the complex sequence of events regarding the company’s general meetings in order to assist investors in making informed decisions. On the back of the Securities Council’s newly issued statement 2014:24, Shelton Petroleum makes the following announcement of new circumstances.
Request for extraordinary general meeting in Shelton Petroleum
The Securities Council has announced in a previous statement that sound market practice requires that Petrogrand withdraws its request to vote on appointment of a new board of directors at an extraordinary general meeting in Shelton Petroleum. Despite this, Petrogrand has acted to convene an extraordinary general meeting in Shelton Petroleum on 13 May 2014 in order to appoint a new board of directors. The Securities Council now states that Petrogrand should have withdrawn its request for the extraordinary general meeting to appoint a new board and that Petrogrand has breached sound market practice.
Petrogrand’s request for extraordinary general meeting is currently being tried by the Administrative Court of Appeal in Sundsvall. As a part of this trial the Administrative Court of Appeal today ruled that the Swedish Companies Registration Office’s notice to convene an extraordinary general meeting in Shelton Petroleum on 13 May 2014, which was convened on the request of Petrogrand following the ruling in the Administrative Court in Härnösand on 17 April 2014, until further notice is cancelled (inhibited). Shelton Petroleum expects that Petrogrand immediately will withdraw its request.
Voting right on extraordinary general meeting in Shelton Petroleum
In accordance with the Council’s statement and sound market practice, Petrogrand is restricted to vote or influence how other shareholders will vote on appointment of a new board of directors while Petrogrand’s bid is still open and the board of Shelton Petroleum has not made a statement regarding the fairness of the bid.
Voting right on annual general meeting in Shelton Petroleum
The Securities Council states that Petrogrand’s restriction to vote on the election of a new board of directors at an extraordinary general meeting also is applicable at an annual general meeting before the board of Shelton Petroleum has made a statement regarding the fairness of the bid and before the bid has been completed.
Gathering of power of attorneys for Petrogrand’s extraordinary general meeting
Petrogrand has distributed letters to its shareholders containing a power of attorney and a return envelope addressed to its certified advisor Mangold Fondkommission AB. In the opinion of the Securities Council, it is apparent that Petrogrand is gathering power of attorneys for its own extraordinary general meeting in Petrogrand on 14 May 2014. This is in direct breach of the Swedish Companies Act. Furthermore, the Securities Council states that this is a serious violation of sound market practice. The Securities Council therefore requires that Petrogrand instructs Mangold to contact all those that have submitted a power of attorney and inform them that will not be used to vote for at the general meeting.
The Securities Council’s statement 2014:24 (in Swedish) is attached to this press release and will be made available on the Council’s website www.aktiemarknadsnamnden.se.
For more information, please contact:
Robert Karlsson, CEO, Shelton Petroleum,
tel +46 709 565141 firstname.lastname@example.org
About Shelton Petroleum
Shelton Petroleum is a Swedish company focused on exploring and developing concessions in Russia and the resource-rich basins of Ukraine. In Russia, the company holds three licenses in the Volga-Urals area in Bashkiria and has commenced production on the Rustamovskoye field after a successful exploration program. In Ukraine, Shelton Petroleum’s wholly owned subsidiary has a joint venture with Ukrnafta and Chornomornaftogaz, two leading Ukrainian oil and gas companies. The Shelton Petroleum share is traded on NASDAQ OMX Stockholm under the symbol SHEL B.
The information provided herein is such that Shelton Petroleum AB is obligated to disclose it pursuant to the Securities Markets Act and/or the Financial Instruments Trading Act. The information was submitted for publication at 15:40 CET on 30 April 2014.