NLPG Prospectus approved by BaFin .pdf
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THIS PROSPECTUS IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the
contents of this Prospectus you should immediately consult a person authorised under the Financial Services and
Markets Act 2000, as amended, (FSMA) who specialises in advising on the acquisition of shares and other securities.
The text of this Prospectus should be read in its entirety. An investment in Natural & Liquefied Petroleum Gas PLC
(Company) involves a high degree of risk and attention is drawn in particular to the section “Risk Factors” of this
Prospectus before taking any action. Notwithstanding this, the whole of the text of this Prospectus should be read
but viewed in light of these risk factors. Prospective investors should consider carefully whether an investment in
the Company is suitable for them in the light of their personal circumstances and the financial resources available
This Prospectus has been issued in connection with a public offering of 5 717 054 ordinary-shares of no par value
each, in the share capital of Natural and Liquefied Petroleum Gas PLC (“Offer Shares” and/or “Shares”). It does not
constitute an offer to the public within the meaning of section 102B of FSMA, the Companies Act 2006 (UK) or
otherwise. Accordingly, this Prospectus constitutes a prospectus within the meaning of section 85 of FSMA and has
been drawn up in accordance with the Prospectus Rules and approved by the relevant competent authority.
for a public offering in Germany and the UK of 5 717 054 new ordinary shares of no par value
— each such new share carrying full dividend rights from registration with the
German Federal Financial Services Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, “BaFin”)
and each share to be eligible for dividends from and including the financial year 2018 of
NATURAL AND LIQUEFIED PETROLEUM GAS PLC
Douglas, Isle of Man
Company registration number: 007341V
International Securities Identification Number (ISIN): IM00B41HL825
Wertpapierkennnummer (WKN): A1JHV4
Legal Entity Identifier (LEI): 213800ML12Z18DU29833
The Offering comprises a public offering in Germany and the United Kingdom of Great Britain and Northern Ireland
(the “UK”).This Prospectus may not be distributed or otherwise made available, and the Shares may not be offered or
sold, directly or indirectly, in the U.S., Canada, Australia or Japan. This Prospectus may not be distributed or otherwise
made available, and the Shares may not be offered or sold, directly or indirectly in any other jurisdiction outside
Germany, unless such distribution, offer, sale or exercise is permitted under applicable laws in the relevant
The Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended, (the "U.S.
Securities Act") or any applicable state securities laws of the U.S. The issuance of the Shares was made in transactions
exempt from the registration requirements of the U.S. Securities Act pursuant to Section 4(a)(2) of the U.S. Securities
Act, Regulation S (“Regulation S”) under the U.S. Securities Act, or another available exemption. The Shares may not
be offered, pledged, sold, resold, granted, delivered, allotted or otherwise transferred, as applicable, in the U.S.,
except in transactions that are exempt from or not subject to the registration requirements under the U.S. Securities
Act and in compliance with any applicable state securities laws.
The Shares have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law
No. 25 of 1948, as amended, the “FIEL”), and disclosure under the FIEL has not been and will not be made with respect
to the Shares. The Shares may not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any
resident of Japan (which term shall mean any person resident in Japan, including any corporation or other entity
organized under the laws of Japan), or to others for reoffering or resale, directly or indirectly, in Japan or to, or for the
benefit of, any resident of Japan, except (i) pursuant to an exemption from the registration requirements of, and
otherwise in compliance with, the FIEL, and (ii) in compliance with any other applicable laws, regulations and
governmental guidelines of Japan. Pursuant to the exemption under the FIEL, the Shares may be offered and sold to
no more than 49 residents of Japan.
This Prospectus may not be distributed in or otherwise made available, and the Offer Shares may not be offered or
sold, directly or indirectly, in any jurisdiction outside Germany and/or UK, unless such distribution, offering, sale or
exercise is permitted under applicable laws in the relevant jurisdiction, and the Company may require receipt of
satisfactory documentation to that effect.
The Offering is subject to Isle of Man,German and English laws. This Prospectus has been prepared in order to comply
with the standards and conditions applicable under Isle of Man, German and English law. The Prospectus has only
been prepared in an English language version. A German translation of the summary of the prospectus is included in
this Prospectus. In the event of any discrepancy between the English summary and the German summary, the English
summary shall prevail.
The date of this Prospectus is February 26, 2018 (the “Prospectus Date”)
TABLE OF CONTENT
IMPORTANT NOTICE ___________________________________________________________________________ 2
SUMMARY OF THE PROSPECTUS _________________________________________________________________ 5
ZUSAMMENFASSUNG DES PROSPEKTS ___________________________________________________________ 14
RISK FACTORS _______________________________________________________________________________ 24
GENERAL INFORMATION ______________________________________________________________________ 47
THE OFFERING _______________________________________________________________________________ 49
REASONS FOR THE OFFERING AND USE OF PROCEEDS ______________________________________________ 57
DIVIDEND POLICY ____________________________________________________________________________ 58
CAPITALISATION AND INDEBTEDNESS; STATEMENT ON WORKING CAPITAL ____________________________ 59
SELECTED FINANCIAL AND OTHER INFORMATION __________________________________________________ 61
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS ____ 64
MARKETS AND COMPETITIVE ENVIRONMENT _____________________________________________________ 80
BUSINESS OVERVIEW _________________________________________________________________________ 86
MATERIAL CONTRACTS ________________________________________________________________________ 91
REGULATORY ENVIRONMENT __________________________________________________________________ 92
MAJOR SHAREHOLDERS _______________________________________________________________________ 93
GENERAL INFORMATION ON THE GROUP _________________________________________________________ 94
SHARE CAPITAL _____________________________________________________________________________ 105
MANAGEMENT OF THE COMPANY _____________________________________________________________ 106
RELATED PARTY TRANSACTIONS _______________________________________________________________ 108
TAXATION _________________________________________________________________________________ 109
TECHNICAL TERMS AND GLOSSARY _____________________________________________________________ 123
KEY LICENSES AND PERMITS HELD BY THE GROUP ________________________________________ I
LEGAL AND ARBITRATION PROCEEDINGS _______________________________________________ V
FINANCIAL INFORMATION ___________________________________________________________ VI
IMPORTANT INFORMATION FOR INVESTORS
This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any shares offered
hereby by any person in any jurisdiction in which it is unlawful for such person to make such an offer or
solicitation. No person is or has been authorized to give any information or to make any representation in
connection with the Offering or sale of the Offer Shares, other than as contained in this Prospectus, and, if
given or made, any other information or representation must not be relied upon as having been authorized by
us. Nothing in this Prospectus is, or shall be relied upon as, a promise or representation by us as to the future.
Natural and Liquefied Petroleum Gas PLC accepts responsibility for the information contained in this
Prospectus. To the best of our knowledge and belief, having taken all reasonable care to ensure that such is the
case, the information contained in this Prospectus is in accordance with the facts and contains no omission
likely to affect its import. No representation or warranty, expressed or implied, is made by and no reliance may
be placed on us or any person as to the accuracy, reasonableness, completeness or fairness of information
contained in this Prospectus. Potential investors should not assume that the information in this Prospectus is
accurate as of any other date other than the date of this Prospectus. In making an investment decision,
investors should rely on their own examination of the Company and the terms of the Offering, including the
merits and risks involved. The distribution of this Prospectus and the offering and sale of the Shares offered
hereby in certain jurisdictions may be restricted by law. Persons in possession of this Prospectus are required
to inform themselves about and to observe any such restrictions. No action has been or will be taken in any
jurisdiction by Natural and Liquefied Petroleum Gas PLC that would permit a public offering of the Shares or
possession or distribution of the Prospectus in any jurisdiction where action for that purpose would be
required. This Prospectus may not be used for or in connection with, and does not constitute, any offer to sell
or invitation to purchase, any of the Shares offered hereby in any jurisdiction in which such offer or invitation
would be unlawful. Company does not accept any responsibility for any violation of any of these restrictions by
any person, whether or not such person is a prospective purchaser of our Shares. No person has been
authorized to give any information or to make any representation concerning Natural and Liquefied Petroleum
Gas PLC or the Shares (other than as contained herein and information given by our duly authorized officers
and employees in connection with the investors’ examination of the Company and the terms of the Offering)
and, if given or made, any other such information or representation should not be relied upon as having been
authorized by Natural and Liquefied Petroleum Gas PLC.
NOTICE REGARDING THE EUROPEAN ECONOMIC AREA
In relation to each Member State of the European Economic Area that has implemented the Prospectus
Directive (each a “Relevant Member State”), no offering of the Offer Shares to the public will be made in any
Relevant Member State prior to the publication of a prospectus concerning the Offer Shares which has been
approved by the competent authority in such Relevant Member State or, where relevant, approved in another
Relevant Member State and notified to the competent authority in such Relevant Member State, all pursuant
to the Prospectus Directive, except that with effect from and including the date of implementation of the
Prospectus Directive in such Relevant Member State, an offering of the Offer Shares may be made to the public
at any time in such Relevant Member State:
• to legal entities which are authorized or regulated to operate in the financial markets as well as entities not
so authorized or regulated whose corporate purpose is solely to invest in securities;
• to legal entities which meet at least two of the following criteria: (A) an average of at least 250 employees
in the previous financial year; (B) a total balance sheet sum exceeding € 43,000,000; and (C) an annual net
turnover exceeding € 3.000.000 showing on their previous annual or consolidated financial statements;
• to fewer than 100 natural or legal persons other than qualified investors within the meaning of the
Prospectus Directive, subject to the prior written consent of the Company and the global coordinator; or
• in any other circumstances which do not require the publication by the Company of a prospectus under
Article 3 of the Prospectus Directive.
For the purposes of the aforementioned section, the expression an “offering of the Offer Sharesto the public”
in relation to the Offer Sharesin any Relevant Member State shall mean a communication to persons in any
form and by any means, presenting sufficient information on the terms of the Offering and the Offer Shares, so
as to enable an investor to decide purchase or subscribe for the Offer Shares, as the same may be varied in that
Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State.
The term “Prospectus Directive” means Directive 2003/71/EC including any amendments to it and any relevant
implementation procedures in the Relevant Member State.
The Offering consists only of a public offering in Germany and the United Kingdom. The delivery of this
Prospectus and the marketing of the Offer Shares are subject to restrictions in certain countries. Persons who
come into possession of this Prospectus are required by the Company to inform themselves about such
restrictions and to observe such restrictions, including any tax issues and currency restrictions that may be
relevant in connection with the Offering. All investors should examine, through their own advisers, the tax
consequences of an investment in Offer Shares. This Prospectus does not constitute an offer of or an invitation
to purchase or subscribe for any Offer Sharesin any jurisdiction in which such an offer or invitation would be
unlawful. The Offer Shares are subject to transfer and selling restrictions in certain jurisdictions. Potential
purchasers and/or subscribers of the Offer Shares shall comply with all applicable laws and provisions in
countries or territories in which they acquire, subscribe for, offer or sell the Offer Shares or possess or
distribute this Prospectus and shall obtain consent, approval or permission, as required, for the acquisition of
Offer Shares. Neither the Company nor the Company’s auditors accept any liability for any violation of these
restrictions by any person, irrespective of whether such a person is an existing shareholder or a potential
purchaser and/or subscriber of Offer Shares. This Prospectus may not be distributed in or otherwise made
available, and the Offer Shares may not be offered or sold, directly or indirectly, in any jurisdiction outside
Germany or the UK, unless such distribution, offering, sale or exercise is permitted under applicable laws in the
relevant jurisdiction, and the Company may require receipt of satisfactory documentation to that effect.
NOTICE TO U.S. RESIDENTS
The Offer Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange
Commission, any state securities commission in the United States of America or any other U.S. regulatory
authority, nor have any of such regulatory authorities passed upon or endorsed the merits of the Offering or
the accuracy or adequacy of this Prospectus. The Offer Shares have not been and will not be registered under
the U.S. Securities Act or any state securities laws in the United States of America. No offer or sale of the Offer
Shares are permitted unless in connection with an offering or sale under Regulation S under the U.S. Securities
Act of 1933, as amended.
FORWARD-LOOKING STATEMENTS AND PROFIT FORECASTS OR ESTIMATES
All statements in this Prospectus other than statements of current or historical fact are forward-looking
statements. In some cases, forward-looking statements may be identified by the use of words such as “might”,
“may”, “could”, “would”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “plan”, “seek”,
“continue”, “illustration”, “projection” or similar expressions and the negatives thereof. Forward-looking
statements in this Prospectus include, without limitation, statements in respect of our growth strategies and
expansion plans, new content offerings, market position, competition, potential investments, financial
prospects, performance, liquidity and capital resources, intention to pay dividends, as well as statements
regarding trends in the property sector, technological advances, political and social developments, legal and
regulatory changes and their interpretation and enforcement. Forward-looking statements also include
estimates, illustrations and projections of potential results of operations and financial condition in future
periods. Natural and Liquefied Petroleum Gas PLC has based any forward-looking statements on our present
expectations about future events. Company’s present expectations reflect numerous assumptions regarding
our strategy, operations and industry. Although Group’s present expectations are based in part on historical
trends in its business and the growth NLPG has experienced to date, these past trends and experiences may
not continue in the future. Forward-looking statements are not guarantees of future performance. By their
nature, they are subject to known and unknown risks and uncertainties. These risks and uncertainties include,
• the inaccuracy or variability of the assumptions underlying Company’s illustrations and the insufficiency of
such assumptions in realizing any illustrations or potential future financial performance;
• the ability to generate sufficient earnings to meet NLPG’s target dividend policy and pay dividends on the
shares, in addition to financing the development and expansion of the business;
• the diversity and quality of Company’s offerings;
• the ability to promote and generate revenue from the various segments of the operational activities on the
energy supply and transportation markets;
• the timeliness and effectiveness of Company’s response to changes in consumer preferences;
• intensifying competition from existing companies and entrants into the sector;
• the ability to enforce Company’s rights;
• the reliance on key management and the ability to identify, hire and retain skilled employees;
• the ability to manage any future expansion of the business;
• the ability to maintain and renew licenses which are necessary or desirable for the operation of the
• the ability to generate sufficient earnings for the payment of dividends;
• the ability to control increases in operating expenses;
• the ability to integrate any future acquisitions of new businesses;
• fluctuations in foreign currency rates;
• a decline in global and regional economic growth which could constrain discretionary spending on products
offered by the Company; and
• political and social developments and the legal and regulatory environment in Ukraine, as Company’s
Should one or more of these risks or uncertainties materialize, or should any of the assumptions underlying
forward-looking statements prove to be incorrect, Company’s actual results could differ materially from those
expressed or implied by forward-looking statements. Additional risks not known to the Company, or that the
Group does not currently consider material, could also cause the events and trends discussed in this Prospectus
not to occur, and the illustrations of e.g. future financial performance not to be realized. Prospective investors
should carefully read “Risk Factors” for a discussion of additional risks.
Forward-looking statements are only applicable as of the date of this Prospectus. Except as required by
applicable law, the Company does not undertake, and the management of the Company expressly disclaims,
any duty to revise any forward-looking statement in this Prospectus, whether as a result of new information,
future events or otherwise.
SUMMARY OF THE PROSPECTUS
SECTION A – INTRODUCTION AND WARNINGS
Summaries are constructed on a modular basis according to the Annexes from the Prospectus Regulation on
which the prospectus has been based.
Summaries are made up of disclosure requirements known as ‘Elements’. These elements are numbered in
Sections A – E (A.1 – E.7). Each summary will be made up of five tables. The order of the sections A-E is
mandatory. Within each of the sections the elements are disclosed in the order they appear in the tables.
This summary contains all the Elements required to be included in a summary for this type of securities and
issuer. As some Elements are not required to be addressed, there may be gaps in the numbering sequence of
Even though an Element may be required to be inserted in the summary because of the type of securities and
issuer, it is possible that no relevant information can be given regarding the Element. In this case a short
description of the Element is included in the summary with the mention of ‘not applicable’.
this summary should be read as introduction to the Prospectus;
any decision to invest in the securities should be based on consideration of the
Prospectus as a whole by the investor;
where a claim relating to the information contained in the Prospectus is brought
before a court, the plaintiff investor might, under the national legislation of the
Member States, have to bear the costs of translating the Prospectus before the legal
proceedings are initiated; and
civil liability attaches only to those persons who have tabled the summary including
any translation thereof, but only if the summary is misleading, inaccurate or
inconsistent when read together with the other parts of the Prospectus or it does
not provide, when read together with the other parts of the Prospectus, key
information in order to aid investors when considering whether to invest in such
Not applicable. The Issuer did not consent to the use of the prospectus for subsequent resale
or final placement of securities by financial intermediaries.
SECTION B – ISSUER
B.1 Legal and
The legal and commercial name of the issuer is Natural and Liquefied Petroleum Gas PLC.
and legal form,
The issuer is a public company limited by shares, incorporated and domiciled in the Isle of
Man. The company operates under the laws of the Isle of Man, in particular under its
Companies Act 2006.
NATURAL AND LIQUEFIED PETROLEUM GAS PLC is a provider of gas utility services in
Ukraine, and operates across the energy value chain through its natural gas businesses in the
The Company focuses on the gas business segment, which includes activities related to the
transportation and distribution of natural gas, the supply of natural gas and liquefied gas; a
segment of the gas infrastructure and related services in the licensed territory in the Kherson
and Poltava regions of Ukraine through the established gas distribution infrastructure, under
three brands – Khersongas, Kremenchukgas and Gadyachgas.
NLPG operates in the energy business, which includes activities related to
natural gas transportation and distribution services;
natural gas supply at regulated and unregulated tariffs;
supply of liquefied petroleum gas (LPG); and
infrastructure and related services.
In addition to its core business, the Company also installs gas counters, gas equipment and
systems, manages the gas infrastructure of construction projects, acts as a regional planning
and regulatory body for gasification projects, and organizes training and accreditation for
engineers and gas specialists.
The breakdown of the Group’s overall revenue by activity categories is shown in the table
TURNOVER BY PRODUCT TYPE, € '000
Natural gas supply systems:
Distribution of natural gas
Dispatch - Supporting services (Adjustable surcharge)
Gas infrastructure development
The transportation segment is engaged in the transportation of gas. The gas distribution
companies of NLPG Group transport gas from the gas distribution stations to the end-user
facility, and receive revenues based on the tariffs for transportation by distribution pipelines,
which includes sales to customers at regulated tariffs.
NLPG distributes natural gas on the domestic (i) commercial & consumer market (households
and businesses that use natural gas in water boilers, heating or cooking appliances), and (ii)
on the industrial market for large customers who use gas as a fuel in their industrial
The supply of gas segment relates to the sales of gas on domestic markets. The supply and
commercialization business includes deliveries to retail and wholesale consumers at
unregulated and regulated tariffs, as well as supply of products and services related to retail
trade on the local market.
In 2015, NLPG made direct deliveries to industrial companies at liberalized pricing, and in
2016, the Company expanded supplies at regulated tariffs to the state-owned companies
and institutions, whose consumption in recent years, with the exception of the population,
was 497 million cubic meters of natural gas.
NLPG, as a supplier with special obligations, (in Europe, such a mechanism is known as PSO –
Public Service Obligation), is the guarantor of supplies for regular and uninterrupted gas
supply to customers.
The main activities and functions of NLPG as a supplier of natural gas include calculations and
control over the gas balance (gas accounting organization) and customer service operations.
NLPG possesses the balanced portfolio of gas supplies, in which LNG comprises
approximately 5%. LNG procures material flexibility in terms of destinations to which the gas
is to be supplied.
The infrastructures segment combines the Company's gas infrastructures in Ukraine, through
three specialized subsidiaries in distribution activities. NLPG collects natural gas directly from
the national network operated by Naftogas, through NLPG's primary receiving and
decompression stations, then filters and decompresses the gas received and prepares it for
distribution to the end users.
Over the past few years, Ukraine has made some important changes in the regulation of the
gas market. One of the main achievements in this process was the adoption of the Law on
Natural Gas Market. This document created the basis for bringing the Ukrainian gas market
in line with the requirements of the EU’s Third Energy Package.
The law created the basis for the development of liberalized and competitive gas market on
the principles of free competition, proper protection of consumers' rights and security of
natural gas supply, at which each consumer will be free to choose the suppliers and buy gas
at market prices. The principles declared in the law allow all suppliers accessing the gas
transmission and distribution networks, allows private companies to sell gas to any
consumers, including households.
The law facilitates the integration of the Ukrainian market into the gas markets of the Energy
Community member states, in particular through the creation of regional natural gas
markets. The intended results of the implementation of the Law of Ukraine «On natural gas
market» shall gradually liberalize the gas market in Ukraine and increase competition.
As part of Ukraine's accession to the EU’s Third Energy Package in mid-2015, a number of
legislative changes are expected to be designed to harmonize the legislation of Ukraine and
the EU. The EU’s Third Energy Package targets to create open, competitive and transparent
energy markets, which would secure trade between the countries and procure access to
diversified energy sources.
In 2015, the Government of Ukraine laid foundations for investment reform, demonopolization, transparency and improvement of legal and regulatory mechanisms. The
state aspires to invest minimal amounts independently, but as much as possible to create a
favourable investment climate.
of the group
Natural and Liquefied Petroleum Gas PLC is a pure holding company with 60.90% ownership
share in its main operating company, Khersongas PJSC, alongside with 45.81% in
Kremenchukgas PJSC, and 40.89% in Gadyachgas PJSC.
Shown below is the list of Group’s main subsidiaries, including the name, country of
incorporation, as well as the percentage ownership interest which directly corresponds to
the voting power held by the Company.
COUNTRY OF INCORPORATION
Interest The Company does not know of any person other than a member of its administrative,
management or supervisory body holding, directly or indirectly, an interest in the company’s
capital or voting rights that would be notifiable under NLPG’s national, i.e. Isle of Man, law.
The major shareholders have the same voting rights as other shareholders, with Company
having issued ordinary shares of no par value each carrying one voting right per share at the
shareholders general assembly. No preferred shares with deviating voting rights were issued.
The shareholders structure of the company at the date of this Prospectus is presented in the
Etelga Invest LP
15 875 650
4 048 581
1 515 932
21 440 163
Umoks Ltd. currently holds the absolute majority of shares in the share capital of the
Company, i.e. out of total of 21 440 163 ordinary shares issued, the absolute amount of 15
875 650 shares (approx.74%) is held by Umoks Ltd.
Umoks Ltd. is incorporated in England and Wales, with the Company Number 8165661, on
August 2, 2012. The position of the sole Director of Umoks Ltd. is occupied by Mr Hennadiy
Lohvynovskyy. The majority shareholder of Umoks Ltd. holding 51% of voting rights is Mr
Viktor Popov, Chairman of the Board of Directors of NLPG. Umoks Ltd is subject to UK’s
Companies Act 2006 and, in particular, its provision for protection of minority shareholders’
rights alongside with other safeguards ensuring that the control position is not abused.
Etelga Invest LP, currently holding 4 048 581 ordinary shares, or approx. 19% of the total
issued share capital of the Company, was registered as limited partnership in Scotland, Great
Britain, with the Company Number SL027469, on July 7, 2016.
B.7 Historical The following selected consolidated financial data are not necessarily indicative of the future
financial financial condition and results of operations of the Company for any other period of time.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
total non-current assets
total current assets
equity and liabilities
total non-current liabilities
total current liabilities
total equity and liabilities
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Profit before tax
Profit from continuing operations
Other comprehensive (loss) for the year,
net of tax
Total comprehensive (loss)/income