TIDMFOGL TIDMDES
RNS Number : 2159R
Falkland Oil and Gas Limited
23 October 2013
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
23 October 2013
FALKLAND OIL AND GAS LIMITED ("FOGL" or "the Company")
Combination Update: Publication of Documentation and Shareholder
Meetings
On 3 October 2013, the boards of FOGL and Desire Petroleum PLC
("Desire") announced that they had reached agreement on the terms
of a recommended combination of FOGL with Desire, pursuant to which
FOGL will acquire the entire issued and to be issued share capital
of Desire (the "Combination"). The Combination is being implemented
by way of a Court sanctioned Scheme of Arrangement under Part 26 of
the Companies Act 2006 (the "Scheme").
Documentation
FOGL announces that in connection with the Combination, FOGL
Shareholders are today being sent a circular (the "FOGL Circular").
The FOGL Circular sets out, amongst other things, information on
the Combination and also explains why the FOGL Directors consider
that the Combination is in the best interests of the Company. The
FOGL Circular will also be made available on FOGL's website
(www.fogl.com).
Desire Shareholders will receive, amongst other documents, a
scheme document in connection with the Combination, (the "Scheme
Document"). FOGL understands that the Scheme Document will be made
available on Desire's website (www.desireplc.co.uk).
Shareholder Meetings
As set out in the FOGL Circular, the FOGL EGM will be held at
11.00 a.m. on 15 November 2013 to allow FOGL Shareholders to vote
on the proposed resolution to increase FOGL's authorised share
capital to enable allotment of the FOGL Consideration Shares to
Desire Shareholders required to implement the Combination.
In addition, as set out in the Scheme Document, the Desire Court
Meeting and Desire General Meeting will be held on 15 November 2013
to allow Desire Shareholders to vote on the resolutions required to
approve and implement the Scheme.
The expected timetable of principal events is attached as an
appendix to this announcement. If this expected timetable changes
an announcement will be made via a Regulatory Information
Service.
Terms and expressions used in this announcement shall, unless
the context otherwise requires, have the same meanings as given to
them in the FOGL Circular.
For further information, please contact:
Enquiries:
FOGL
Tim Bushell, Chief Executive Officer +44 (0)20 7563 1260
RBC Europe Limited (Financial Adviser,
Joint Broker and NOMAD to FOGL)
Matthew Coakes / Jeremy Low / Mark Rushton +44 (0)20 7653 4000
Jefferies International Limited (Financial
Adviser and Joint Broker to FOGL)
Richard Kent / Chris Zeal / Graham Hertrich +44 (0)20 7029 8000
Desire
Stephen Phipps, Chairman
Ian Duncan, Chief Executive Officer +44 (0)20 7436 0423
Peel Hunt LLP (Financial Adviser, Broker
and NOMAD to Desire)
Richard Crichton / Charlie Batten +44 (0)20 7418 8900
Media Enquiries:
Buchanan (PR Adviser to Desire)
Ben Romney +44 (0)20 7466 5000
FTI Consulting (PR Adviser to FOGL)
Ed Westropp / Natalia Erikssen +44 (0)207 831 3113
The Combination will be made on the terms and subject to the
conditions and further terms set out in the Scheme Document.
RBC Europe Limited, which is authorised by the Prudential
Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority is acting
exclusively for FOGL and no one else in connection with the
Combination and this announcement and will not be responsible to
anyone other than FOGL for providing the protections afforded to
clients of RBC Europe Limited, or for providing advice in
connection with the Combination or any matter referred to
herein.
Jefferies International Limited, which is authorised and
regulated in the UK by the Financial Conduct Authority, is acting
exclusively for FOGL and no one else in connection with the
Combination and this announcement and will not be responsible to
anyone other than FOGL for providing the protections afforded to
clients of Jefferies nor for providing advice in connection with
the Combination or any matter referred to herein.
Peel Hunt LLP, which is authorised and regulated in the UK by
the Financial Conduct Authority, is acting exclusively for Desire
and no one else in connection with the Combination and this
announcement and will not be responsible to anyone other than
Desire for providing the protections afforded to clients of Peel
Hunt LLP nor for providing advice in connection with the
Combination or any matter referred to herein.
FOGL reserves the right to elect, with the consent of the Panel
(where necessary), to implement the Combination by way of a
Takeover Offer. In such event, the Takeover Offer will be
implemented on substantially the same terms, subject to appropriate
amendments, as those which would apply to the Combination.
This announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy securities,
pursuant to the Combination or otherwise. The Combination will be
made solely by means of the Scheme Document, which contains the
full terms and conditions of the Combination, including details of
how to vote in favour of the Scheme. Desire and FOGL urge Desire
Shareholders to read the Scheme Document which is being distributed
to Scheme Shareholders (with the exception of certain Scheme
Shareholders in Restricted Jurisdictions), as it contains important
information relating to the Combination.
This announcement does not constitute a prospectus or prospectus
equivalent document.
This announcement has been prepared for the purpose of complying
with English law and the Code and the information disclosed may not
be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of
jurisdictions outside the United Kingdom.
Overseas shareholders
The release, publication or distribution of this announcement,
the FOGL Circular or the Scheme Document in certain jurisdictions
may be restricted by law. Persons who are not resident in the
United Kingdom or who are subject to other jurisdictions should
inform themselves of, and observe, any applicable requirements.
Unless otherwise determined by FOGL or required by the Code and
permitted by applicable law and regulation, the Combination will
not be made, directly or indirectly, in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that
jurisdiction, and the Combination will not be capable of acceptance
from or within a Restricted Jurisdiction. Accordingly, copies of
this announcement and all documentation relating to the Combination
are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from a
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction, and persons receiving this announcement and all
documents relating to the Combination (including custodians,
nominees and trustees) must not mail or otherwise distribute or
send them in, into or from such jurisdictions as doing so may
invalidate any purported acceptance of the Combination.
The availability of the Combination to Desire Shareholders who
are not resident in the United Kingdom may be affected by the laws
of the relevant jurisdictions in which they are resident. Persons
who are not resident in the United Kingdom should inform themselves
of, and observe, any applicable requirements.
Further details in relation to overseas Desire Shareholders are
contained in the Scheme Document.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. 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 per cent. 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,
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, free of
charge subject to certain restrictions relating to persons resident
in Restricted Jurisdictions, at www.fogl.com and
www.desireplc.co.uk by no later than 12 noon (London time) on the
business day following the date of this annoucement.
You may request a hard copy of this announcement, free of
charge, by contacting Capita Registrars on +44 (0) 871 664
0300.
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable sets out the expected dates
for implementation of the Combination.
2013
Despatch of this document Wednesday, 23 October
Despatch of the Scheme Document Wednesday, 23 October
Latest time and date for lodging of Forms 11.00 a.m. Tuesday, 12
of Direction for the FOGL EGM November
Latest time and date for lodging of Forms 11.00 a.m. Wednesday,
of Proxy for the FOGL EGM 13 November
FOGL EGM 11.00 a.m. Friday, 15
November(1)
Desire Court Meeting 11.00 a.m. Friday, 15
November
Desire General Meeting 11.15 a.m. Friday, 15
November(2)
Last day of dealings in, and time for Wednesday, 4 December(3)
registration of transfers of, and disablement
in CREST of, Desire Shares
Court hearing to sanction the Scheme Thursday, 5 December(3)
and confirm the Reduction of Capital
Effective Date of the Scheme Thursday, 5 December(3)
Expected cancellation of trading in Desire 8.00 a.m. Friday, 6 December(3)
Shares on AIM
Commencement of dealing on AIM in New 8.00 a.m. Friday, 6 December(3)
Ordinary Shares and crediting of New
Ordinary Shares to CREST accounts
Despatch of definitive certificates for by Thursday, 19 December
the FOGL Consideration Shares
Notes
(1) Forms of Proxy for the FOGL EGM must be lodged not later
than 48 hours (excluding weekends and public holidays) prior to the
time appointed for the FOGL EGM. Forms of Direction for the FOGL
EGM must be lodged not later than 72 hours (excluding weekends and
public holidays) prior to the time appointed for the FOGL EGM.
(2) The Desire General Meeting will commence at 11.15 a.m. or,
if later, immediately after the conclusion of the Desire Court
Meeting.
(3) These dates are indicative only and will depend, among other
things, on the date upon which the Conditions are satisfied or (if
capable of waiver) waived and the date upon which the Court
sanctions the Scheme and confirms the Reduction of Capital and the
dates on which the Court Orders are delivered to the Registrar of
Companies. If any of the times and/or dates above change, the
revised times and/or dates will be notified by FOGL to the FOGL
Shareholders through a Regulatory Information Service.
(4) References to the time of day are to London time.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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