TIDMDES TIDMFOGL
RNS Number : 2164R
Desire Petroleum PLC
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
RECOMMENDED COMBINATION
of
DESIRE PETROLEUM PLC ("Desire")
with
FALKLAND OIL AND GAS LIMITED ("FOGL")
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Posting of Scheme Document
On 3 October 2013, the boards of FOGL and 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"), to be effected by means of a Court-sanctioned
scheme of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme").
Desire is today posting a circular (the "Scheme Document") to
the holders of Desire Shares, together with the associated Forms of
Proxy. The Scheme Document convenes the Court Meeting and General
Meeting and contains, amongst other things, the full terms and
conditions of the Scheme, an Explanatory Statement pursuant to
section 897 of the Companies Act 2006, an expected timetable of
principal events and details of the actions to be taken by holders
of Desire Shares.
The expected timetable of principal events is attached as an
appendix to this announcement. If any of the key dates set out in
the expected timetable change an announcement will be made via a
Regulatory Information Service.
To become effective, the Scheme will need to be approved at the
Court Meeting and will require the passing of a special resolution
at the General Meeting, as described in the Scheme Document. The
Scheme is also subject to the satisfaction or, if capable of
waiver, waiver of the other conditions set out in Part 3 of the
Scheme Document, including the receipt of any required approval
from the Falkland Islands Government.
Notices for the Court Meeting and the General Meeting are set
out in the Scheme Document. The Court Meeting and the General
Meeting will both be held at the offices of Norton Rose Fulbright
LLP, 3 More London Riverside, London SE1 2AQ on 15 November 2013.
The Court Meeting will start at 11.00 a.m. and the General Meeting
will start at 11.15 a.m. (or as soon thereafter as the Court
Meeting has been concluded or adjourned).
Desire Share Scheme Participants will be sent further details of
the impact (if any) of the Scheme on their options and proposals
being made to them on the date of this announcement.
Holders of Desire Shares should carefully read the Scheme
Document in its entirety before making a decision with respect to
the Scheme.
The Scheme Document will today be made available on Desire's
website at www.desireplc.co.uk and additional copies are available
from Capita who can be contacted on 0871 664 0300 or, if calling
from outside the UK +44 (0)20 8639 3399.
Terms and expressions used in this announcement shall, unless
the context otherwise requires, have the same meanings as given to
them in the Scheme Document.
Enquiries:
Desire
Stephen Phipps, Chairman
Ian Duncan, Chief Executive +44 (0)20 7436
Officer 0423
Peel Hunt LLP (Financial Adviser,
Broker and NOMAD to Desire)
+44 (0)20 7418
Richard Crichton / Charlie Batten 8900
FOGL
Tim Bushell, Chief Executive +44 (0)20 7563
Officer 1260
RBC Europe Limited (Financial
Adviser, Joint Broker and NOMAD
to FOGL)
Matthew Coakes / Jeremy Low +44 (0)20 7653
/ Mark Rushton 4000
Jefferies International Limited
(Financial Adviser and Joint
Broker to FOGL)
Richard Kent / Chris Zeal / +44 (0)20 7029
Graham Hertrich 8000
Media Enquiries:
Buchanan (PR Adviser to Desire)
+44 (0)20 7466
Ben Romney 5000
FTI Consulting (PR Adviser to
FOGL)
+44 (0)207 831
Ed Westropp / Natalia Erikssen 3113
The Combination will be made on the terms and subject to the
conditions and further terms set out in the Scheme Document and
Forms of Proxy.
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.
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 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 matters 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.
Falkland Oil and Gas Limited 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 City 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 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 City 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 is
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.
Information relating to Desire Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Desire Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Desire may be provided to FOGL during the Offer
Period where requested under Section 4 of Appendix 4 of the
Code.
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.
Desire Shareholders may also request that all future documents,
announcements and information to be sent to them in relation to the
Combination should be in hard copy form.
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable sets out the expected dates
for implementation of the Combination.
Event Expected time/date(1)
Latest time for lodging Forms of Proxy for the:
11.00 a.m. on 13 November 2013(2)
* Court Meeting (blue form)
11.15 a.m. on 13 November 2013(3)
* Desire General Meeting (white form)
Voting Record Time 6.00 p.m. on 13 November 2013(4)
Court Meeting 11.00 a.m. on 15 November 2013
Desire General Meeting 11.15 a.m. on 15 November 2013(5)
Last day of dealings in, and for registration of transfers and disablement in 4 December 2013(5)
CREST of, Desire
Shares
Scheme Record Time 6.00 p.m. on 4 December 2013(6)
Suspension of dealings in Desire Shares by 8.00 a.m. on 5 December 2013(6)
Scheme Court Hearing 5 December 2013
Effective Date of the Scheme 5 December 2013(6)
FOGL Consideration Shares admitted to trading on AIM and FOGL Depositary interests by 8.00 am. on 6 December 2013
credited
to CREST accounts of Desire Shareholders
Expected cancellation of admission of Desire Shares to trading on AIM by 8.00 am. on 6 December 2013
Despatch of definitive share certificates for FOGL Consideration Shares to Desire by 19 December 2013
Shareholders
who hold their Desire Shares in certificated form
(1) All references in this document to times are to London time, unless otherwise stated.
(2) It is requested that Blue Forms of Proxy for the Court
Meeting be lodged by 11.00 a.m. on 13 November 2013 or, if the
Court Meeting is adjourned, not later than 48 hours prior to the
time appointed for the Court Meeting (excluding any part of such 48
hour period falling on a weekend or a public holiday in the UK
unless otherwise announced). Blue Forms of Proxy not so lodged may
be handed to the Company's Registrars (on behalf of the chairman of
the Court Meeting) before the start of the Court Meeting and will
still be valid.
(3) White Forms of Proxy for the Desire General Meeting must be
lodged by 11.15 a.m. on 13 November 2013 or, if the Desire General
Meeting is adjourned, not later than 48 hours prior to the time
appointed for the Desire General Meeting (excluding any part of
such 48 hour period falling on a weekend or a public holiday in the
UK unless otherwise announced).
(4) If either the Court Meeting or the Desire General Meeting is
adjourned, the Voting Record Time for the relevant adjourned
meeting will be 6.00 p.m. on the day falling two Business Days
before the date of the adjourned meeting.
(5) Or as soon thereafter as the Court Meeting shall have concluded or been adjourned.
(6) These dates are indicative only and will depend, among other
things, on the date upon which the Court sanctions the Scheme and
confirms the Capital Reduction and whether the Conditions are
satisfied or waived.
To the extent any of the above expected dates or times change,
Desire will give notice of any such changes and details of the
revised dates and/or times to Desire Shareholders by issuing an
announcement through a Regulatory Information Service.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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