Misen Enterprises AB, LLC Karpatygaz and JSC Ukrgasvydobuvannya entered into a Settlement Agreement
On 24 September 2020, Misen Enterprises AB, LLC Karpatygaz and JSC Ukrgasvydobuvannya requested the Arbitral Tribunal to record a Settlement Agreement on settlement of certain legal relations in a Final Award by Consent. The parties agreed on the following:
- The total value to be paid by JSC Ukrgasvydobuvannya to Misen Enterprises AB and LLC Karpatygaz is UAH 1,575,093,162.86 (approx. KSEK 504 030) for their share in the joint property under the JAA No.3.
- JSC Ukrgasvydobuvannya is entitled to withhold a tax on non-resident income for 15% of the specified amount to Misen Enterprises AB (UAH 236,113,788, approx. KSEK 75,845) and pay the withheld amount to the budget of Ukraine. The Settlement Agreement does not regulate payment of tax, if any, in Sweden.
- JSC Ukrgasvydobuvannya is liable to pay the specified amount to Misen Enterprises AB in US dollars during five working days following the day of entry into force of the decision of the national court of Ukraine on recognition and enforcement of the Final Award by Consent.
- Ownership of shares of Misen Enterprises AB and LLC Karpatygaz in the joint property under the JAA No.3 shall pass to JSC Ukrgasvydobuvannya from the date of full payment by JSC Ukrgasvydobuvannya to Misen Enterprises and LLC Karpatygaz of all amounts under the Settlement Agreement.
To be valid, the Settlement Agreement on settlement of certain legal relations shall be confirmed (approved) by the Arbitral Tribunal in accordance with the SCC Arbitration Rules. If confirmed (approved), Final Award by Consent would terminate the arbitration proceeding in the SCC case V 2016/114. To be paid the above-specified amounts, Misen Enterprises AB would be required to seek recognition and enforcement of the Final Award by Consent in Ukraine.
Additionally, on 11 September 2020 Kyiv Court of Appeal granted an application of Misen Enterprises AB whereby Misen Enterprises AB sought recognition and enforcement of the Second Partial Final Award dated 12 June 2020 (subject to the Corrections of the Second Partial Final Award dated 18 August 2020). Accordingly, JSC Ukrgasvydobuvannya is liable to reimburse EUR 2,739,784.53 (approx. KSEK 28 990), SEK 344,415.38, USD 7,971.59 (approx. KSEK 72), and GBP 10,940.05 (approx. KSEK126) to Misen Enterprises AB for the legal costs incurred the SCC case V 2016/114. JSC Ukrgasvydobuvannya may appeal the ruling before the Supreme Court of Ukraine under Ukrainian law.
For further information, please contact:
Göran Wolff, MD
Misen Energy AB (publ) (formerly Svenska Capital Oil AB (publ)) is a Swedish upstream oil and gas company with operations in Ukraine. The company was founded in 2004 and its shares are traded on Nasdaq First North Growth Market since 12 June 2007.In 2011, Misen Energy AB (publ) acquired Misen Enterprises AB and its Ukrainian subsidiary, LLC Karpatygaz, including the rights to 50.01% of the revenue and profit from a gas production project in Ukraine. Under IFRS rules, this transaction is classified as a reverse takeover. In consideration of the acquisition, a new share issue was carried out. The gas producing assets were acquired by production cooperation via a joint activity project governed by a Joint Activity Agreement between at that time the wholly-owned direct and indirect subsidiaries of Misen Energy AB (publ), i.e. Misen Enterprises AB and LLC Karpatygaz (together 50.01%) and JSC Ukrgasvydobuvannya (49.99%), a subsidiary of the National Joint Stock Company Naftogaz of Ukraine. JSC Ukrgasvydobuvannya is the largest producer of natural gas in Ukraine. The purpose of the Joint Activity Agreement is to significantly increase production of gas and oil by providing modern technologies via a large-scale investment program for the purposes of attainment of profits.
In June 2016 and in July 2017 Misen Energy AB (publ) sold respectively 37.5% and 10% of Misen Enterprises AB shares to the Hong Kong based company Powerful United Limited. In March 2018, Misen Energy AB (publ) sold 2% of Misen Enterprises AB shares to Mr. Konstantin Guenevski. Owning (the remaining) 50.5% of Misen Enterprises AB shares, Misen Energy AB (publ) maintains full control of the company and preserves a right to obtain 50.5% of the future dividends from the operations in Ukraine.
The registered office of Misen Energy AB (publ) is in Stockholm and the shares are traded on First North Growth Market under identification ticker MISE. The Certified Adviser of the company at Nasdaq First North Growth Market is Erik Penser Bank AB, tel.: +46 8 463 80 00, e-mail: email@example.com.
For further information, please visit our website www.misenenergy.se.
This information is information that Misen Energy AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 16:00 CEST on 28 September 2020.