TIDMELA TIDMSEPL
RNS Number : 7120W
Eland Oil & Gas PLC
12 December 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
12 December 2019
RECOMMED CASH ACQUISITION
of
ELAND OIL & GAS PLC ("ELAND")
by
SEPLAT PETROLEUM DEVELOPMENT COMPANY PLC ("SEPLAT")
COURT SANCTION OF SCHEME OF ARRANGEMENT
On 15 October 2019, the boards of Eland and Seplat announced
that they had reached agreement on the terms of a recommended cash
acquisition by Seplat of the entire issued and to be issued
ordinary share capital of Eland. The Acquisition is to be
implemented by means of a scheme of arrangement under Part 26 of
the Companies Act 2006 which requires the approval of the Scheme
Shareholders and the sanction of the Court. A scheme document was
posted to Eland Shareholders on 28 October 2019 setting out the
terms of the Acquisition (the "Scheme Document"). On 20 November
2019, Eland and Seplat announced that at the Court Meeting and the
General Meeting convened in relation to the proposed Scheme, all
the proposed resolutions were duly passed by the requisite
majorities.
Eland and Seplat are pleased to announce that the Scheme was
sanctioned by the Court earlier today. The Scheme will become
effective upon the Court Order being delivered to the Registrar of
Companies, which is expected to take place on 17 December 2019.
Dealings in Eland Shares will be suspended with effect from
close of business on 16 December 2019. Accordingly, 16 December
2019 will be the last day of dealings in, and registration of
transfers of, Eland Shares.
Subject to the Scheme becoming effective, it is expected that
the admission to trading of Eland Shares on AIM will be cancelled
at 7.00 a.m. on 18 December 2019. A further announcement will be
made when the Scheme has become effective.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The dates and times given are indicative only and are based on
Eland's and Seplat's current expectations and may be subject to
change. If any of the dates and/or times in this expected timetable
change, the revised dates and/or times will be notified to Eland
Shareholders by announcement through a Regulatory Information
Service.
Event(1) Expected time and/or
date
----------------------------------------------------------------------------------------- -------------------------
Issue of Scheme Shares pursuant to 13 December 2019
exercise of options effective vesting
on sanction of the Scheme......................
Last day of dealings in, and for registration 16 December 2019
of, transfers of Eland
Shares..............................................................
Suspension of trading of, and dealings close of business
in, Eland Shares on AIM on 16 December 2019
..........................................................................
Scheme Record Time................................................... 6.00 p.m. on 16 December
2019
Effective Date of the Scheme...................................... 17 December 2019
Cancellation of admission to trading 7.00 a.m. on 18 December
of Eland Shares on 2019
AIM..........................................................................
Latest date for settlement through 14 days after the
CREST....................... Effective Date
Long Stop Date.......................................................... 15 April 2020 (2)
Notes:
(1) These dates are indicative only and will depend, among other
things, on the date upon which the Court Order is delivered to the
Registrar of Companies.
(2) This is the latest date by which the Scheme may become
effective unless Eland and Seplat agree, with the consent of the
Takeover Panel and (if required) the Court, a later date.
Unless otherwise stated, all references in this announcement to
times are to London time.
Full details of the Acquisition are set out in the Scheme
Document. Defined terms used but not defined in this announcement
have the meaning given to them in the Scheme Document.
Enquiries:
Eland +44 (0) 20 7016 3180
George Maxwell, Chief Executive Officer
Ron Bain, Chief Financial Officer
Finlay Thomson, Investor Relations Manager
Evercore (Sole Financial Adviser to Eland) +44 (0) 20 7653 6000
David Waring
Edward Banks
Gent Kadare
Peel Hunt (Nominated Adviser and Joint Broker
to Eland) +44 (0) 20 7418 8900
Richard Crichton
Michael Nicholson
David McKeown
Stifel (Joint Broker to Eland) +44 (0) 20 7710 7600
Callum Stewart
Nicholas Rhodes
Ashton Clanfield
Camarco (PR Adviser to Eland) +44 (0) 20 3757 4980
Billy Clegg
Seplat +234 (0) 1 277 0400
Austin Avuru, Chief Executive Officer
Roger Brown, Chief Financial Officer
Chioma Nwachuku, GM - External Affairs and
Communications
Ayeesha Aliyu, Investor Relations
Citi
(Sole Financial Adviser and Joint Corporate
Broker to Seplat) +44 (0) 20 7986 4000
Luke Spells
Shreyas Bordia
Tom Reid (Corporate Broking)
Investec
(Joint Corporate Broker to Seplat) +44 (0) 20 7597 4000
Chris Sim
Tejas Padalkar
Lawrence Killian
FTI Consulting (PR Adviser to Seplat) +44 (0) 20 3727 1000
Ben Brewerton
Sara Powell
IMPORTANT NOTICES
Evercore Partners International LLP ("Evercore"), which is
authorised and regulated by the FCA, is acting exclusively for
Eland and no one else in connection with the Acquisition, the other
matters referred to in this announcement and the Scheme Document,
and will not be responsible to anyone other than Eland for
providing the protections afforded to clients of Evercore, nor for
providing advice in connection with the Acquisition or any matter
or arrangement referred to herein. Neither Evercore nor any of its
subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Evercore in connection with the
Acquisition or any statement contained herein or otherwise.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated
in the United Kingdom by the FCA, is acting exclusively for Eland
and no-one else in connection with the Acquisition and/or any other
matter referred to in this announcement and/or the Scheme Document,
and will not be responsible to anyone other than Eland for
providing the protections afforded to clients of Peel Hunt or for
providing advice in connection with the Acquisition or any matter
or arrangement referred to herein.
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised
and regulated in the United Kingdom by the FCA, is acting
exclusively for Eland and no one else in connection with the
Acquisition, the other matters referred to in this announcement and
the Scheme Document, and will not be responsible to anyone other
than Eland for providing the protections afforded to clients of
Stifel or for providing advice in connection with the Acquisition
or any matter or arrangement referred to herein.
Citigroup Global Markets Limited ("Citi"), which is authorised
by the Prudential Regulation Authority and regulated in the UK by
the Financial Conduct Authority and the Prudential Regulation
Authority, is acting as sole financial adviser for Seplat and for
no one else in connection with the Acquisition and other matters
described in this announcement, and will not be responsible to
anyone other than Seplat for providing the protections afforded to
clients of Citi nor for providing advice in connection with
Acquisition, the contents of this announcement or any other matters
referred to in this announcement. Neither Citi nor any of its
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, in delict, under statute or otherwise) to any person who is
not a client of Citi in connection with this announcement, any
statement contained herein, the Acquisition or otherwise.
Investec Bank plc ("Investec") which is authorised by the
Prudential Regulation Authority and regulated in the United Kingdom
by the Financial Conduct Authority and the Prudential Regulation
Authority, is acting as joint corporate broker to Seplat and for no
one else in connection with the Acquisition and will not be
responsible to anyone other than Seplat for providing the
protections afforded to its clients or for providing advice in
relation to the Acquisition, the contents of this announcement or
any other matters referred to in this announcement. Apart from the
responsibilities and liabilities, if any, which may be imposed on
Investec by the Financial Services and Markets Act 2000 (as
amended) or the regulatory regime established thereunder, Investec
does not make any representation express or implied in relation to,
nor accepts any responsibility whatsoever for, the Acquisition, the
contents of this announcement or any other matters referred to in
this announcement. Investec (and its affiliates) accordingly, to
the fullest extent permissible by law, disclaims all and any
responsibility or liability (save for any statutory liability)
whether arising in tort, delict, contract or otherwise which it
might have in respect of the Acquisition, the contents of this
announcement or any other matters referred to in this
announcement.
Publication on a website
A copy of this announcement will be available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Eland's and Seplat's websites at
www.elandoilandgas.com and www.seplatpetroleum.com, respectively,
by no later than 12.00 p.m. on the Business Day following the date
of this announcement. Neither the contents of Eland's website, nor
those of Seplat's website, nor those of any other website
accessible from hyperlinks on either Eland's or Seplat's website,
are incorporated into or form part of this announcement.
Request for hard copies
Eland Shareholders may request a hard copy of this announcement
and the Scheme Document by contacting Computershare Investor
Services PLC on +44 (0)370 707 1525. You may also request that all
future documents, announcements and information to be sent to you
in relation to the Acquisition should be in hard copy form.
Important Information
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
advisor duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are a resident in the United Kingdom
or, if not, from another appropriately authorised independent
financial advisor.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
SOAEAAAAFLLNFFF
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