Sibir and Gazprom Neft transfer Moscow Refinery shares to Dutch firm

Sibir announced that its downstream subsidiary, Moscow Oil and Gas Co. (MOGC), and Gazprom Neft (GPN) have transferred their respective beneficial shareholdings in the Moscow Refinery to Moscow NPZ Holdings, a company incorporated in the Netherlands by way of share subscriptions in kind, in exchange for a 50 % stake each in the new company. In addition MOGC and GPN have each contributed EUR 1 mm to the share capital of Moscow NPZ Holdings.
With the completion of the share transfer, NPZ Holdings now controls 90.02 % of the voting shares of the Moscow Refinery. In accordance with Russian law on joint stock companies Moscow NPZ Holdings will make a mandatory offer to minority shareholders for the remaining voting shares in the Moscow Refinery.

The establishment of Moscow NPZ Holdings ends years of shareholder dispute and ensures a long-term and transparent relationship between MOGC and GPN as equal shareholders of the Moscow Refinery. Both parties are equally represented on the board of the newholding company and the board of the Moscow Refinery and the rights of Moscow NPZ Holdings, as a shareholder of the Moscow Refinery, will now be exercised through an internationally accredited trust management company.
An independent operational management team for the Moscow Refinery has been appointed and now conducts the facility's day-to-day operations.

Commenting on the announcement, Sibir's CEO, Henry Cameron, said: "By transferring their respective shares in the Moscow Refinery to Moscow NPZ Holdings, MOGC and GPN at last have put the future of the refinery on a stable footing."
"The announcement is the culmination of months of painstaking discussions between GPN and MOGC. Throughout the give-and-take of negotiations, a spirit of professional pragmatism prevailed as the parties crafted agreements that protect the interests of both shareholders while ensuring the long-term success of the Moscow Refinery enterprise."

"Instrumental to the success of the agreement are robust irrevocable mechanisms for ensuring agreement of the parties on key issues and quick resolution of any deadlock issues through independent mediation failing which, through independent representation on the Board of the Moscow Refinery."
"These governance provisions have been designed to ensure impartial decision making with the business interests of the Moscow Refinery being the determinant factor. They are especially important in light of the high-profile conflicts that certain other joint ventures in Russia have experienced of late."