Vostok New Ventures Ltd.
UPDATED Notice of Special General Meeting in Vostok Nafta Investment Ltd

DGAP-News: Vostok Nafta Investment Ltd

2015-05-25 / 08:00

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Stockholm, 2015-05-25 08:00 CEST (GLOBE NEWSWIRE) -- 

Notice is hereby given to the holders of depository receipts in respect of
shares in Vostok Nafta Investment Ltd (the 'Company') that a Special General
Meeting ('SGM') in accordance with section 3 of the Company's Bye-Laws shall be
held on Tuesday, June 9, 2015 at 3 pm CEST at Setterwalls Advokatbyrå,
Arsenalsgatan 6 in Stockholm, Sweden. 



Notice to attend etc.

Holders of depository receipts who wish to attend the General Meeting must:

(1)     be included in the register of holders of depository receipts kept by
Euroclear Sweden AB on Tuesday, June 2, 2015; and 

(2)     notify the Company of their intention to attend the General Meeting not
later than Friday, June 5, 2015 by mail at the address General Meeting, Vostok
Nafta Sverige AB, Hovslagargatan 5, 3rd floor, SE-111 48 Stockholm, Sweden, by
telephone +46 8 545 015 50, by fax +46 8 545 015 54 or by e-mail to
sgm2015@vostoknafta.com. The holder of depository receipts shall state name,
personal or company identification number, address as well as telephone number.
If a holder of depository receipts intends to be represented by proxy, the name
of the proxy holder shall be stated. 

Holders of depository receipts who hold their receipts through nominees (Sw.
förvaltare) must request a temporary registration of the voting rights in order
to be able to participate at the General Meeting. Holders of depository
receipts who wish to obtain such registration must contact the nominee
regarding this well in advance of Tuesday, June 2, 2015. 
Proposed agenda

1.   Election of Chairman for the Meeting.

2.   Preparation and approval of voting list.

3.   Approval of the agenda.

4.   Election of one or two persons to verify and sign the minutes.

5.   Resolution that the Meeting has been duly convened.

6.   Resolution to effect a share split and mandatory share redemption
programme. 

(a)   Resolution to execute a subdivision of shares.

(b)   Resolution on the mandatory redemption of shares in exchange for shares
in Vostok Emerging Finance Ltd. 

7.   Resolution regarding the approval of the sale of 2,700,000 GDRs in TCS
Group Holding PLC to Luxor Capital Group L.P. 

8.   Resolution regarding an incentive plan for employees of Vostok Emerging
Finance Ltd. 

9.   Ratification of resolution passed at Annual General Meeting regarding
extraordinary board remuneration 

10. Closing of the Meeting.



Board Proposals

The following resolutions are proposed to be adopted as one single resolution.
A valid resolution requires approval of shareholders representing at least
two-third of both the votes casts and the shares represented at the SGM. 

Item 6: Resolution to effect a share split and mandatory share redemption
programme 

The Board of Directors recommends that the SGM adopts a resolution to effect a
mandatory redemption programme for all shareholders in accordance with the
Items below. The resolutions under items 6a and 6b are conditional on the
approval of the resolution set out in item 7. 

Item 6 a: Resolution to execute a subdivision of shares

The Board of Directors recommends that the SGM adopts a resolution to execute a
subdivision of shares, whereby each outstanding common share in the Company of
par value USD 0.35 per share be divided into two shares, one common share of
par value USD 0.32 and one Redemption Share of par value USD 0.03 ('Redemption
Share'). In connection therewith, holders of Swedish Depository Receipts
('SDRs') representing shares in the Company will receive one Redemption
Depository Receipt ('Redemption SDR') for each SDR held, whereby one Redemption
SDR will represent one Redemption Share. 

The Board of Directors proposes that the record day for the subdivision of
shares shall be June 26, 2015. The last day for trading in the SDRs, including
the right to receive Redemption SDRs, will be June 24, 2015. No action is
required from holders of SDRs in order to receive Redemption SDRs. Trading in
the Redemption SDRs will take place on Nasdaq Stockholm from June 29, 2015 up
to and including July 10, 2015. 

Item 6 b: Resolution to effect the mandatory redemption of shares in exchange
for SDRs in Vostok Emerging Finance Ltd. 

The Board of Directors recommends that the SGM adopts a resolution to transfer
assets of the Company having a value of approximately USD 31 million to its
shareholders by way of redemption of all issued and outstanding Redemption
Shares, whereby each Redemption SDR will entitle the holder to non-cash
consideration consisting of one SDR in Vostok Emerging Finance Ltd. 

The Board of Directors also proposes that the record date for the share
redemption shall be July 14, 2015. Delivery of SDRs in Vostok Emerging Finance
Ltd is expected to be made to shareholders and holders of Redemption SDRs on or
around July 16, 2015 via Euroclear Sweden AB. 

Item 7: Resolution regarding the approval of the sale of 2,700,000 GDRs in TCS
Group Holding PLC to Luxor Capital Group L.P. 

In order to ensure that Vostok Emerging Finance Ltd has adequate funding to
carry on its operations, Luxor Capital Group L.P. has offered to purchase a
total of 2,700,000 GDRs in TCS Group Holding PLC from Vostok Emerging Finance
Ltd at the prevailing closing rate at which such GDRs are traded on London
Stock Exchange at the close of trading on the date preceeding the SGM. 

Luxor Capital Group L.P. is an affiliate of holders of SDRs in the Company
representing a total of 37 percent of the shares. 

The Board of Directors recommends that the SGM adopts a resolution to approval
of the sale of 2,700,000 GDRs in TCS Group Holding PLC to Luxor Capital Group
L.P. 

Item 8: Resolution regarding adoption of an incentive plan for employees of
Vostok Emerging Finance Ltd 

The Board of Directors recommends that the SGM adopts a resolution to approve
the adoption of an incentive plan in Vostok Emerging Finance Ltd (for purposes
of this section only, the 'Company') entitling present and future employees to
be allocated call options to acquire shares represented by Swedish Depositary
Receipts in the Company ('Options'). The adoption of the incentive plan set
forth herein is subject to the approval of all resolutions under items 6 above. 

Principal Conditions and Guidelines

·       The exercise price for the Options shall correspond to 120 percent of
the market value of the Swedish Depositary Receipts of the Company at the time
of the granting of the Options. 

·       The Options may be exercised during an exercise period of three months
starting five years from the time of the grant. 

·       For employees resident outside of Sweden, no premium shall be paid for
the Options and the Options may only be exercised if the holder is still
employed within the group at the time of exercise. 

·       For employees resident in Sweden, the employees may elect either of the
following alternatives: 

a)   No premium shall be paid for the Options and the Options may only be
exercised if the holder is still employed within the group at the time of
exercise (same as for employees resident outside of Sweden); OR 

b)   The Options shall be offered to the employee at a purchase price
corresponding to the market value of the Options at the time of the offer. The
Options shall be fully transferable and will thereby be considered as
securities. This also means that Options granted under this option (b) are not
contingent upon employment and will not lapse should the employee leave his or
her position within the group. 

·       Options may be issued by the Company or by other group companies.



Preparation and Administration

The Board of Directors of the Company, or a designated committee appointed by
the Board of Directors, shall be authorized to determine the detailed terms and
conditions for the Options in accordance with the principal conditions and
guidelines set forth above. The Board of Directors of the Company may make
necessary adjustments to satisfy certain regulations or market conditions
abroad. The Board of Directors of the Company shall also be authorized to
resolve on other adjustments in conjunction with material changes affecting the
group or its business environment, which would mean that the described
conditions for the incentive plan would no longer be appropriate. 

Allocation

The incentive plan is proposed to include granting of not more than 2,000,000
options. Allocation of Options to the Managing Director of the Company shall
not exceed 1,000,000 Options and allocation to each member of the executive
management or to other key employees of the Company shall not exceed 400,000
Options. 

The allocation of Options shall be decided by the Board of Directors of the
Company or by a designated subcommittee thereof, taking into consideration,
among other things, the performance of the employee and his or her importance
to the group. Specific criteria to be considered include the employee's ability
to manage and develop the existing portfolio and to identify new investment
opportunities and evaluate conditions of new investments as well as return on
capital or estimated return on capital in investment targets. The employees
will not initially be offered the maximum allocation of Options and a
performance-related allocation system will be maintained since allocation of
additional Options within the mandate given by the General Meeting will require
fulfillment of stipulated requirements and targets. The Board of Directors of
the Company, or a designated subcommittee thereof, shall be responsible for the
evaluation of the performance of the employees. The outcome of stipulated
targets shall, if possible, be reported afterwards. 

Directors who are not employed by the group shall not be able to participate in
the plan. 

Bonus for employees resident in Sweden under option (b)

In order to stimulate the participation in the plan by employees resident in
Sweden electing option (b) above, the Company intends to subsidize
participation by way of a bonus payment which after tax corresponds to the
Option premium. Half of the bonus will be paid in connection with the purchase
of the Options and the remaining half at exercise of the Options, or, if the
Options are not exercised, at maturity. In order to emulate the vesting
mechanism offered by the employment requirement under option (a) above, the
second bonus payment is subject to the requirement that the holder is still an
employee of the group at the time of exercise or maturity, as the case may be.
Thus, for employees in Sweden who choose option (b), the participation in the
plan includes an element of risk. 

Dilution and costs

In the event all 2,000,000 Options are fully exercised, the holders will
acquire shares represented by Swedish Depositary Receipts corresponding to a
maximum of approximately 2.7 percent of the share capital. The proposed number
of Options is expected to meet allocation requirements for the next couple of
years, also taking into account possible future recruitment needs. 

The total negative cash flow impact for the bonus payments described above is
estimated to approximately SEK 15,000,000 over the life of the incentive plan,
provided that all Options are offered to employees resident in Sweden, that all
such employees choose to purchase the Options under option (b) above, and that
all Option holders are still employed by the Company at the time of exercise or
maturity of the Options. 

Other costs for the incentive plan, including fees to external advisors and
administrative costs for the plan are estimated to amount to approximately SEK
250,000 for the duration of the Options. Social security contributions in
respect of Options granted to employees resident outside of Sweden are deemed
to be insignificant. 

Purpose

The purpose of the proposed incentive plan is to create conditions that will
enable the Company to retain and recruit competent employees to the group as
well as to promote long-term interests of the Company by offering its employees
the opportunity to participate in any favorable developments in the value of
the Company. 

Special Majority

Approval of the incentive plan requires support by shareholders representing at
least two thirds of the shares represented at the meeting. 

Shareholder Proposal

Item 9: Ratification of resolution passed at Annual General Meeting regarding
extraordinary board remuneration 

The companys largest shareholder Luxor Capital proposes a ratification of the
resolution passed at the Annual General Meeting regarding extraordinary board
remuneration, in a total amount of USD 150,000, with USD 50,000 to each of Lars
O Grönstedt, Josh Blachman and Keith Richman for their greatly increased
workload during the past year, as per the previously announced proposal by the
largest shareholder Luxor Capital. 



Miscellaneous

An information brochure describing the proposals under item 6 above is
available at the offices of Vostok Nafta Sverige AB at Hovslagargatan 5 in
Stockholm, Sweden and on the Company's website www.vostoknafta.com. 





Stockholm, May 25, 2015



PARETO SECURITIES AB



THE BOARD OF DIRECTORS OF VOSTOK NAFTA INVESTMENT LTD
News Source: NASDAQ OMX



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2015-05-25 Dissemination of a Corporate News, transmitted by DGAP - a
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Language:    English                      
Company:     Vostok Nafta Investment Ltd  
 
 
             Sweden                       
ISIN:        SE0005191475                 
 
 
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