Information from Interim report January-March 2022 Misen Energy AB (publ)
Following is a summary of the financial information given Interim report January - March 2022 (Q1 2022) from Misen Energy AB (publ) published today. The complete report is attached and is available in both English and Swedish on the Company's website: https://misenenergy.se/repository/Financial_reports_ENG/Misen_Energy_Q1_2022_ENG.pdfResults for January-March 2022 (within brackets same period 2021):
- Consolidated operating group result KSEK -2,593 (-6,564)
- Consolidated group net turnover: KSEK 0 (28,729)
- Earnings per share: SEK -0.02 (-0.12)
- Production of natural gas: at zero level (at zero level)
- Given that the Arbitral Tribunal rendered an award to terminate the Joint Activity Agreement No.3 (the "JAA"), Misen Energy AB (publ) believes that control over the specific assets owned by the Joint Activity (the "JA") no longer exists. Thus, Misen Energy AB (publ) continues accounting treatment of 50.01% participation interest in the JA under which assets and liabilities are not presented in the financial statements.
- In November 2020, Misen Enterprises AB and LLC Karpatygaz received a Final Award by Consent from the Arbitral Tribunal in the SCC Arbitration. On 5 January 2021 the Kiev Court of Appeal recognized Final Award by Consent dated 5 November 2020. On 10 February 2021, Misen Enterprises AB received USD 47,060,537.16 (adjusted KSEK 396,630) and LLC Karpatygaz received UAH 1,001,242.74 (adjusted KSEK 299) from JSC Ukrgasvydobuvannya. JSC Ukrgasvydobuvannya was entitled to withhold a tax on non-resident income for 15% of the compensation to Misen Enterprises AB (adjusted UAH 236,113,788, KSEK 70,447) and pay the withheld amount to the budget of Ukraine.
- Ownership of shares of Misen Enterprises AB and LLC Karpatygaz in the joint property under the JAA No.3 should have been passed to JSC Ukrgasvydobuvannya from the date of full payment by JSC Ukrgasvydobuvannya to Misen Enterprises AB and LLC Karpatygaz of all amounts under the Settlement Agreement.
- In fourth quarter of 2021 Misen Enterprises AB and LLC Karpatygaz finalized transfer of shares in the joint property to JSC Ukrgasvydobuvannya. In January 2022 LLC Karpatygaz submitted an application to deregister JA from tax authorities.
- On 24 March 2021, Misen Energy AB (publ) and its partially owned subsidiary Misen Enterprises AB filed a Request for Arbitration under the Washington Convention and the Rules of the International Centre for Settlement of Investment Disputes (ICSID) against Ukraine. ICSID is an international organization that is part of the World Bank Group, headquartered in Washington, D.C., in the United States. The claims against Ukraine relate to Ukraine's breaches of the companies' rights - and the ensuing damage to the companies' investment in Ukraine - resulting from the imposition of a 70% subsoil use charge for the production of natural gas from depths of up to 5,000 meters.
- In June 2021 the tribunal was constituted in ICSID arbitration against Ukraine. Professor Jan Paulsson has been appointed as president of the Arbitral Tribunal in a dispute between Misen Energy AB (publ) and Misen Enterprises AB vs. Ukraine (ICSID Case No. ARB/21/15). Earlier the Swedish companies appointed Dr. Stanimir Alexandrov and Ukraine - Professor W. Michael Reisman.
- On 29 October 2021, Misen Energy AB (publ) and Misen Enterprises AB submitted a Memorial in international investment arbitration case against Ukraine (ICSID Case No. ARB/21/15). Misen requested for compensation that reflects the going concern value of Misen's share at the time exorbitant subsoil use tax was imposed on Joint Activity, which led to the termination of the JAA No.3.
- In February 2022, Russia started a full-scale invasion of Ukraine. Russian troops make indiscriminate attacks including air raids, ballistic missile strikes and bombings, targeting residential housing, utilities, and critical infrastructure all over Ukraine. President of Ukraine signed Decree № 64/2022 "On the imposition of martial law in Ukraine". Given the invasion, the BIT arbitration against Ukraine was suspended.
- On 31 December 2021 the subsidiary LLC Karpatygaz and LLC Tekhhproekt signed settlement agreement with JSC Ukrgasvydobuvannya according to which the Joint Activity Agreement #493 was to be terminated on 1 January 2022. According to the settlement agreement the total value to be paid by JSC Ukrgasvydobuvannya to LLC Karpatygaz is UAH 165,617,516 (adjusted KSEK 48,783) for their share in the joint property under the JAA No.493.
- On 1 January 2022 the Joint Activity Agreement No.493 between the subsidiary LLC Karpatygaz, LLC Tekhhproekt and JSC Ukrgasvydobuvannya was terminated. Accordingly, JSC Ukrgasvydobuvannya transferred to LLC Karpatygaz UAH 82,808,758 (adjusted KSEK 24,391) which amounts to 50% of total compensation.
- On 25 February 2022 Misen Enterprises AB, a wholly owned subsidiary of Misen Energy AB (publ) entered into a Share Transfer Agreement in relation to LLC Karpatygaz with local law firm Victoria Legis Under the agreement, Misen Enteprises AB transfers the shares of LLC Karpatygaz with all its rights and obligations. Accordingly, the transferee agreed to put LLC Karpatygaz into liquidation without bankruptcy proceedings.
- In January 2022, Ukraine proposed to disqualify Dr Stanimir Alexandrov, an arbitrator appointed by Misen Energy AB (publ) and Misen Enterprises AB in ICSID Case No ARB/21/15. In April 2022 Administrative Council of ICSID dismissed that application. The case is suspended given the extraordinary circumstances in Ukraine.
- In April 2022 LLC Karpatygaz finalized a transfer of shares in the joint property of the JAA #493 to JSC Ukrgasvydobuvannya. Following the transfer LLC Karpatygaz submitted an application to deregister this JA from tax authorities.
Despite the legal troubles that Misen Energy AB (publ) has had with its investments in Ukraine, the Board of Directors and the Management unconditionally and wholeheartedly support Ukraine and its people in their fight against the Russian aggression.
After Ukraine emerges victorious from this heinous war, Misen Energy AB (publ) and Misen Enterprises AB intend to propose amicable settlement to Ukraine on the fair terms that shall fully take in to account those atrocious current developments on Ukrainian soil. Misen Energy AB (publ) will inform the market accordingly.
Publication of the Interim report January - March 2022
This Interim report January - March 2022 is published at the Company's website (www.misenenergy.se), and a printed version can be ordered at [email protected].
Future reports and events
Next report, the interim January-June Q2 2022 report will be published on 26 August 2022.