News

The ad-hoc shareholders committee of Brunswick Rail Ltd, representing a significant portion of the Company's common equity, has appointed Proxima Capital Group as an exclusive financial adviser in connection with the sale of their equity interests in Brunswick Rail Ltd. The transaction gives investors an opportunity to acquire up to 100% of the Company’s equity.

Proxima Capital Group is in charge of running the sale process. Interested parties are invited to participate in the transaction by writing an email to info@proximagroup.ru, indicating their name and contact details. An information pack and a process letter describing further steps will be sent to the potential investors following the signing of a non-disclosure agreement.

Board of Directors and/or Management of the Company should not be contacted under any circumstances. All communications or enquiries relating to the Company and the sale process should be directed to Proxima Capital Group personnel.

About Brunswick Rail

Brunswick Rail is one of the leading independent freight railcar operating lessors in Russia and the CIS. The Company was established in 2004 and today owns a high-quality fleet of over 25 thousand freight railcars. Brunswick Rail EBITDA reached USD 80 million in 2015.

About Proxima Capital Group

Proxima Capital Group is an independent investment firm that focuses on providing complex financial solutions including debt restructuring and turnaround management. It consists of a team of professionals experienced in investment banking, commercial banking, corporate finance, and law with successful track record in Russia and the CIS.

Proxima Capital Group (“Proxima”), the independent investment firm that is the second largest single shareholder in JKX Oil & Gas Plc (“JKX”), has today published its circular in which it outlines the critical need for leadership change at JKX, while setting out its own vision for JKX and also responding to what it believes to be a series of false, flawed or misleading claims made by the JKX Board in its general meeting circular. A full copy of Proxima's circular, which contains more details on Proxima’s proposed turnaround strategy, can be downloaded here.

London, 11^th December 2015. Proxima Capital Group ("Proxima" or "PCG"), the independent investment firm, and the beneficial owner of 19.92% of the share capital of JKX Oil & Gas plc ("JKX" or "the company"), has delivered a requisition to JKX to call a general meeting ("GM") to give shareholders the opportunity to vote on a new direction for the company.

Details of our requisition, which we have not yet discussed with any other shareholders, are set out below. We will be writing a letter to shareholders of JKX in due course to set out further details of our turnaround proposal, and we look forward to communicating with them and other stakeholders about our strategy to save the company, and to gather additional views on how we can restore JKX to profit and growth.

Our requisition proposes that the Board is reduced in size from nine to seven members, with all four executive members of the Board replaced along with three of the non-executive directors, Lord Oxford, Mr Nigel Moore and Mr Dipesh Shah.

PCG has proposed the following candidates, all of whom are wholly independent of PCG, to be appointed to the board in the following capacities:

• Paul Ostling, to be chairman.  Former global COO of Ernst & Young, extensive board experience on international blue-chips in the UK, US and Russia. 
• Tom Reed, to be CEO. Over 20 years of business and energy experience in the region.
• Russell Hoare, to be CFO. Qualified UK Chartered Accountant. Over 15 years' experience of Russia, Ukraine and CIS

PCG has also proposed two candidates to represent it on the board:

• Vladimir Tatarchuk, CEO PCG. Nearly 20 years' experience in finance sector in Russia and Ukraine, including senior positions at Alfa Bank and Deputy Chairman of VTB Bank
• Vladimir Rusinov, Managing Director PCG. 20 years' in investment banking in the global and CIS oil & gas sector with Goldman Sachs, Merrill Lynch, ABN AMRO and Renaissance Capital

Commenting on the announcement, Vladimir Tatarchuk, the CEO of PCG, said, "We are asking the shareholders of JKX to act now to save their company.  The current JKX management have had their chance to demonstrate their ability to run the company properly and to realise its true value.  Yet despite numerous promises of improvement, they have continually failed to do so.  They have rebuffed our offers of greater engagement and the benefit of our expertise. The time has come for the company to be given fresh direction by a new independent and professional leadership team, which is ready to roll up its sleeves on the ground, to stop the destruction of value and to rebuild the company for the benefit of all shareholders. In the coming weeks, we look forward to communicating our key proposals for turning the company around, and opening up a constructive dialogue around the company's future with all stakeholders."

Paul Ostling, PCG's nomination for independent non-executive chairman, added, "JKX's share price has fallen by over 90% over the past five years and it has underperformed against virtually all its peers.  The poor performance cannot solely be explained away by the fall in oil price or the geopolitical situation.  In fact there has been a seemingly irreparable breakdown in the relationships between the company and all of its key stakeholder groups.  It would appear that the time has come to change the management team and ensure it is better equipped to restore value and to meet the challenges ahead."

Tom Reed, PCG's nomination for CEO, said, "The company seems to have spent large amounts of money for scant return and appears to have missed every significant target it has set itself. It is clear that there now needs to be a thorough review of operations, a renewed focus on core assets and a prioritization of relationships with the relevant local authorities and key stakeholders by a new leadership team."

ENDS

About PCG

PCG is an independent investment firm that focuses on providing complex financial solutions and turnaround management acting as both a principal and an adviser.  It consists of a team of professionals experienced in investment banking, commercial banking, corporate finance, and law with singular experience of operating successfully in Russia, Ukraine and the broader CIS.

 

For more information:

Tom Blackwell

EM   

Mob (UK): +44 7432 680606
Mob (RU): +7 919 102 9064

blackwell@em-comms.com  

Moscow, Russian Federation – Proxima Capital Group advised SMARTS, the mobile operator active in the Volga and Central Region on the sale of a 100% interest in SMARTS-Saratov and SMARTS-Astrakhan to Vimpelcom. 

Moscow, Russian Federation – Proxima Capital Group advised Siberskie Seti on its recently completed merger with Norilsk Telecom Group.

The combined company now operates in 30 cities in 4 regions under the single brand of Siberskie Seti, headquartered in Novosibirsk. The company’s total subscriber base is over 350,000 with a coverage of 1.7 million households and an annual revenue of over 2 billion roubles.  

Moscow, Russian Federation — Proxima Capital Group  has announced that it is partnering with the developer Ermak to build a warehouse and distribution centre in Rostov-on-Don. The centre will be part of the federal Rosagromarket project, which aims to build a network of warehouses and distribution centres across Russia.

Construction is planned for three warehouses in the immediate area surrounding Moscow, as well as one centre each in Novosibirsk, Vladivostok and either Yekaterinburg or Kazan.

Building work will begin in May 2016, and is expected to reach completion in August 2017. The Rostov centre will focus on packaging and storing food for agricultural producers rather than traders. It will cover 200 hectares, and should also create thousands of new jobs. 

Moscow, Russian Federation – Proxima Capital Group is pleased to announce the appointment of Grigoriy Baev as Chief Financial Officer, effective 3 September 2015.

Prior to joining Proxima Capital Group, Mr. Baev held a number of senior management positions in Alfa-Bank between 2008 and 2015.

From 2014 to 2015, Mr. Baev was CFO, Deputy CEO and a Member of the Board of Baltiysky Bank. From 2009-2014, he led various business units responsible for planning, budgeting, cost control and cost cutting investments appraisal, IFRS and Management reporting at Alfa-Bank. From 2008 to 2009 he was CFO of Severnaya Kazna, and also a member of its Management Board. 

From 2000 to 2008, Mr. Baev worked at PricewaterhouseCoopers Audit, where he rose from entry level to a Senior Manager position, leading IFRS, US GAAP and RAR audits of major Russian financial institutions.

Moscow, Russian Federation – Proxima Capital Group advised SMARTS, the mobile operator active in the Volga and Central Regions on the sale of a 100% interest in four subsidiaries to Megafon.

 Megafon announced the completion of the acquisition of a 100% interest in  SMARTS-Samara, a 100% interest in  Astrakhan GSM, a 100% interest in  Yaroslavl GSM and a 100% interest in  SMARTS-Cheboksary.

Moscow, Russian Federation – Proxima Capital Group advised SMARTS, the mobile operator active in the Volga and Central Regions on the sale of 100% of the authorized capital of JSC SMARTS-Elista to Vimpelcom.

VimpelCom announced that is has acquired 100% of the authorized capital of SMARTS-Elista, the subsidiary of SMARTS operating from Elista, Republic of Kalmykia. 

Moscow, Russian Federation – Proxima Capital Group announces that it increased its stake in JKX Oil & Gas PLC, to 34,288,253 shares, which is 19.92% of share capital. 

Moscow, Russian Federation – Proxima Capital Group, has been brought in to advise Roman Avdeev in his bid to purchase the company Uralsib. Uralsib, one of Russia’s leading financial corporations involved in banking, insurance, investment, leasing, and asset management. According to Interfax, Uralsib is Russia’s 26^th largest bank by assets.

Roman Avdeev, is the owner of Credit Bank of Moscow (CBM), one of the leading privately owned universal banks in Russia. The bank focuses on providing banking products and services to corporate customers and individuals in Moscow and the Moscow Region. CBM’s corporate banking business is primarily focused on retail and wholesale trading corporate customers, enabling CBM to capitalize on the Russian consumer market. CBM’s retail business is focused on consumer loans to high quality retail customers, with a particular emphasis on cross-sales of retail products to the employees and clients of its corporate customers.

Moscow, Russian Federation – Vladimir Tatarchuk, Chief Executive Officer of Proxima Capital Group (PCG) has been featured in an article by Forbes Russia entitled, ‘Benefitting from the crisis: the people investing in Distressed Assets.’ 

Read the full article here: http://www.forbes.ru/finansy/igroki/285135-krizis-na-polzu-kto-investiruet-v-stressovye-aktivy

Moscow, Russian Federation – Proxima Capital Group (PCG) is pleased to announce the appointment of Vladimir Rusinov as Managing Director, effective 31 March 2015.

Mr. Rusinov previously served as the Head of Oil and Gas Investment Banking at Renaissance Capital. He was one of the firm's leading bankers, with responsibility for CIS energy from 2007, covering numerous transactions in the region. Prior to this, Mr. Rusinov worked at Goldman Sachs, Merrill Lynch and ABN AMRO.

Moscow, Russian Federation – Proxima Capital Group announces that it increased its stake in JKX Oil & Gas PLC, to 22,587,125 shares, which is 13.12% of share capital. 

Moscow, Russian Federation – Vladimir Tatarchuk, Chief Executive Officer of Proxima Capital Group (PCG), presented at the Corporate Debt Crisis Conference, organised by business newspaper Vedomosti

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE")

FOR IMMEDIATE RELEASE 

19 February 2015

On 5 February 2014 Proxima Capital Group Inc (“PCG”) announced that it was in the very early stages of considering a potential offer for JKX Oil & Gas plc (“Company”) and that there could be no certainty that a firm offer would be made. Following further considerations, PCG hereby announces that it does not intend to make an offer for the Company.

This announcement is made in accordance with Rule 2.8 of the Code. As a result of this announcement PCG will, together with any party acting in concert with PCG, be bound by the restrictions contained in Rule 2.8 of the Code.

Enquiries:

Vladimir Tatarchuk

Chairman of the Board, Chief Executive Officer

Proxima Capital Group Inc +7 (495) 970 0786

 

Sergey Dmitriev

International Legal Counsel

Proxima Capital Group Inc +7 (495) 970 0786

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the “Code”)

 

1. KEY INFORMATION

(a) Full name of discloser:	Proxima Capital Group Inc
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree	JKX Oil & Gas plc
(d) Is the discloser the offeror or the offeree?	OFFEROR
(e) Date position held: The latest practicable date prior to the disclosure	18 February 2015
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state “N/A”	N/A

 

2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE 

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

 

Class of relevant security:
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	Nil	0	Nil	0
(2) Cash-settled derivatives:	Nil	0	Nil	0
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	0	Nil	0
TOTAL:	Nil	0	Nil	0

 All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL). 

(b) Rights to subscribe for new securities 

Class of relevant security in relation to which subscription right exists:	None
Details, including nature of the rights concerned and relevant percentages:	None

 

3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE 

Details of any interests, short positions and rights to subscribe (including directors’ and other employee options) of any person acting in concert with the party to the offer making the disclosure:

None

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

4. OTHER INFORMATION 

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state “none”

None

 (b) Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state “none”

None

(c) Attachments

Are any Supplemental Forms attached? 

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

  

Date of disclosure:	19 February 2015
Contact name:	Sergey Dmitriev
Telephone number:	+7 (495) 970 0786

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk. The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE NOR AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE MADE

FOR IMMEDIATE RELEASE

5 February 2015

Possible offer for JKX Oil & Gas plc

 Proxima Capital Group Inc (“PCG”) notes the recent share price movement of JKX Oil & Gas plc and confirms that it is currently in the very early stages of considering a potential offer for JKX Oil & Gas plc.

There can be no certainty that a firm offer will be made nor as to the terms on which any offer might be made.

PCG intends to approach the Board of JKX Oil & Gas to discuss its proposals.

In accordance with Rule 2.6(a) of the Code, PCG must, by not later than 5.00 p.m. on 5 March 2015, either announce a firm intention to make an offer for JKX Oil & Gas plc in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.

A further announcement will be made in due course, as appropriate.

Enquiries:

Vladimir Tatarchuk

Chairman of the Board, Chief Executive Officer

Proxima Capital Group Inc +7 (495) 970 0786

Sergey Dmitriev

International Legal Counsel

Proxima Capital Group Inc +7 (495) 970 0786

 

Information on PCG

PCG is an independent investment firm founded in 2013.

PCG employs over 20 highly skilled professionals including five partners. Each of the partners has at least 15 years of successful practice in their sector. The members of the PCG team have completed more than 100 M&A and fund-raising transactions.

PCG is not affiliated with any banks or financial and industrial groups. PCG is affiliated with Progressor LLC, a firm which deals with distressed debt settlement issues.

  

Additional Information

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.

The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Disclosure requirements of the Takeover Code (the “Code”) 

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

 

Publication on Website

A copy of this announcement will be made available at http://www.proximagroup.ru no later than 12:00 noon (London time) on the business day following the date of this announcement in accordance with Rule 30.4 of the Code. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Moscow, Russian Federation – Proxima Capital Group advised SMARTS, the mobile operator active in the Volga and Central Regions on the sale of three regional assets to Mobile TeleSystems (MTS).

MTS announced that its wholly-owned subsidiary, Telecom Povolzhye LLC,acquired Penza-GSM CJSC, SMARTS-Ivanovo CJSC and SMARTS-Ufa CJSC, the regional assets of SMARTS OJSC for a price of RUB 3.13 bln including debt. The acquisition primarily will enhance MTS’s spectrum resources in a number of key regions. 

Moscow, Russian Federation – Vladimir Tatarchuk, Chief Executive Officer and founder of Proxima Capital Group, spoke with Bloomberg News on the increased attention from investment funds to distressed debt in Russia.

Read the full article here: http://www.bloomberg.com/news/articles/2014-12-30/russian-distressed-debt-fund-lures-exgoldman-rencap-employees