TIDMFOGL TIDMDES
RNS Number : 8367U
Falkland Oil and Gas Limited
05 December 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
5 December 2013
Recommended Combination
of
Falkland Oil and Gas Limited ("FOGL")
with
Desire Petroleum plc ("Desire")
Scheme effective and capital reduction confirmed
On 3 October 2013, the boards of FOGL and Desire Petroleum,
announced that they had reached an agreement on the terms of a
recommended combination of FOGL with Desire (the "Combination"),
pursuant to which FOGL will acquire the entire issued and to be
issued share capital of Desire in exchange for FOGL Consideration
Shares to be effected by means of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006 (the
"Scheme").
FOGL is today pleased to announce that the Scheme has now become
effective in accordance with its terms and that, at a hearing held
earlier today, the High Court of Justice in England and Wales
sanctioned the Scheme and confirmed the reduction of capital in
connection with the Scheme. The admission to trading on AIM of the
Desire Shares will be cancelled with effect from 07.00 a.m. on 6
December 2013.
Under the terms of the Combination, Scheme Shareholders are
entitled to receive 0.6233 FOGL Consideration Shares for each
Desire Share and consequently pursuant to the Scheme, 212,150,020
New FOGL Shares will be issued to Desire Shareholders.
Application has therefore been made to the London Stock Exchange
for the FOGL Consideration Shares to be admitted to trading on AIM,
totalling 213,344,494 new FOGL Shares. It anticipated that the
dealings in the FOGL Consideration Shares will commence at 8.00
a.m. on 6 December 2013. CREST member accounts in respect of the
FOGL Depositary Interests in uncertificated form will be credited
as soon as possible after 8.00 a.m. on 6 December 2013. Share
certificates in respect of the FOGL Consideration Shares held in
certificated form will be despatched to Desire Shareholders by no
later than 19 December 2013.
Following Admission of the Consideration Shares, the Company's
total issued share capital will comprise 533,344,494 Ordinary
Shares.
FOGL can also confirm that following the scheme becoming
effective Stephen Phipps, Robert Lyons and Ian Duncan have joined
the Board of FOGL as Non-Executive Directors.
Terms and expressions used in this announcement shall, unless
the context otherwise requires, have the same meanings as given to
them in the circular sent to shareholders of FOGL on 23 October
2013.
Tim Bushell, Chief Executive of FOGL said:
"We are delighted to have now concluded this combination with
Desire Petroleum. The combined portfolio offers a diversified risk
profile with near term, high impact exploration opportunities in
the South Falkland basin, coupled with new drilling in highly
prospective licences within and adjacent to the Sea Lion complex in
the North Falklands Basin. The enlarged FOGL now holds the largest
acreage position in the Falkland Islands which offers wider
opportunities to create value for shareholders."
-ENDS-
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
Media Enquiries:
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.
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.
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 announcement.
You may request a hard copy of this announcement, free of
charge, by contacting Capita Registrars on +44 (0) 871 664
0300.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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