GPC Genesis Petro

 

TIDMGPC 
 
RNS Number : 3396Y 
Genesis Petroleum Corporation PLC 
01 September 2009 
 

Not for release, publication or distribution, in whole or in part, in or into or 
from any jurisdiction where to do so would constitute a violation of the 
relevant laws or regulations of such jurisdiction. 
 
 
1 September 2009 
Recommended cash acquisition by 
 
 
Bayerngas Norge AS 
of 
Genesis Petroleum Corporation plc 
 
 
Court order sanctioning scheme and confirming reduction of capital 
 
 
The Directors of Genesis Petroleum Corporation plc ("Genesis") refer 
shareholders to the joint announcement made by Genesis and Bayerngas Norge AS 
("Bayerngas") on 9 July 2009 about the recommended proposal (the "Proposal") for 
the acquisition of the whole of the issued and to be issued share capital of 
Genesis by Bayerngas to be effected by means of a scheme of arrangement under 
Part 26 of the Companies Act 2006 (the "Scheme") and to the Scheme circular 
published on 17 July 2009 containing, inter alia, the terms of the Scheme, an 
Explanatory Statement (pursuant to Section 897 of the Companies Act 2006), 
notices of the required meetings, a timetable of principal events and details of 
the action to be taken by Genesis Shareholders (the "Scheme Document"). 
 
 
Any capitalised term used but not defined in this announcement is as defined in 
the Scheme Document. 
 
 
For the reasons set out in the Scheme Document, Genesis determined that there 
were two classes of Scheme Shareholder for the purposes of the Court Resolutions 
required to approve the Scheme: 
 
 
  *  The Voting Scheme Shareholders (being Scheme Shareholders other than PGS 
  Overseas AS ("PGS")); and 
  *  PGS. 
 
At the Court Meeting on 10 August 2009, Voting Scheme Shareholders approved the 
Scheme without modification. PGS has also consented to and approved the PGS 
Court Resolution and the Scheme respectively. 
 
 
At the General Meeting, also held on 10 August 2009, Genesis Shareholders passed 
the proposed special resolution in connection with the Scheme, as set out in the 
notice of General Meeting dated 17 July 2009. 
 
 
The High Court of Justice in England and Wales (the "Court") today made an order 
sanctioning the Scheme and confirming the Reduction of Capital (the "Court 
Order") to effect the Proposal. 
 
 
It is intended that the Court Order will be delivered to the Registrar of 
Companies in England and Wales for registration effective on 2 September 2009. 
The Scheme will consequently become effective as soon as a copy of the Court 
Order has been delivered to the Registrar of Companies and has been registered 
by him. 
 
 
Trading in Genesis ordinary shares on AIM has been temporarily suspended and 
admission of Genesis ordinary shares to trading on AIM will be cancelled with 
effect from 2 September 2009. 
 
 
Expected Timetable of Principal Events 
 
 
+----------------------------------------------+---------------------------------+ 
| Scheme Effective Date                        |                2 September 2009 | 
+----------------------------------------------+---------------------------------+ 
|                                              |                                 | 
+----------------------------------------------+---------------------------------+ 
| Cancellation of admission of Ordinary Shares |      8.00am on 2 September 2009 | 
| to trading on AIM                            |                                 | 
+----------------------------------------------+---------------------------------+ 
|                                              |                                 | 
+----------------------------------------------+---------------------------------+ 
| Despatch of cheques and settlement through   |            by 16 September 2009 | 
| CREST                                        |                                 | 
+----------------------------------------------+---------------------------------+ 
 
 
 
 
Enquiries 
+----------------------------------------------+----------------------+ 
| Genesis Petroleum Corporation plc            |   +44 (0)1959 567450 | 
+----------------------------------------------+----------------------+ 
| Gerry Harrison, Chairman and Chief Executive |                      | 
| Officer                                      |                      | 
+----------------------------------------------+----------------------+ 
|                                              |                      | 
+----------------------------------------------+----------------------+ 
| Thomas Weisel Partners (Financial Adviser to |  +44 (0)20 7877 4300 | 
| Genesis)                                     |                      | 
+----------------------------------------------+----------------------+ 
| Paul Newman                                  |                      | 
+----------------------------------------------+----------------------+ 
|                                              |                      | 
+----------------------------------------------+----------------------+ 
| Jefferies International Limited (Nominated   |  +44 (0)20 7029 8000 | 
| Adviser and Broker to Genesis)               |                      | 
+----------------------------------------------+----------------------+ 
| Jack Pryde                                   |                      | 
+----------------------------------------------+----------------------+ 
| Schuyler Evans                               |                      | 
+----------------------------------------------+----------------------+ 
|                                              |                      | 
+----------------------------------------------+----------------------+ 
| Bayerngas Norge AS                           |      +47 22 52 99 00 | 
+----------------------------------------------+----------------------+ 
| Arne Westeng, Managing Director              |                      | 
+----------------------------------------------+----------------------+ 
|                                              |                      | 
+----------------------------------------------+----------------------+ 
| Deloitte Corporate Finance (Financial        |  +44 (0)20 7936 3000 | 
| Adviser to Bayerngas)                        |                      | 
+----------------------------------------------+----------------------+ 
| Jonathan Hinton                              |                      | 
+----------------------------------------------+----------------------+ 
| Léonie Grimes                                |                      | 
+----------------------------------------------+----------------------+ 
 
 
Thomas Weisel Partners, which is authorised and regulated in the United Kingdom 
by the FSA, is acting exclusively for Genesis and no-one else in connection with 
the Proposal. Thomas Weisel Partners is not acting for, and will not be 
responsible to anyone other than Genesis for providing the protections afforded 
to clients of Thomas Weisel Partners International Limited nor for providing 
advice in relation to the Proposal or any other matter referred to in this 
announcement. 
Deloitte Corporate Finance is acting exclusively for Bayerngas and no-one else 
in connection with the Proposal. Deloitte Corporate Finance is not acting for, 
and will not be responsible to, anyone other than Bayerngas for providing the 
protections afforded to clients of Deloitte Corporate Finance nor for providing 
advice in relation to the Proposal or any matter referred to in this 
announcement. Deloitte Corporate Finance is a division of Deloitte LLP, which is 
authorised and regulated by the Financial Services Authority in respect of 
regulated activities. 
Copies of this announcement are not being, and must not be, directly or 
indirectly mailed or otherwise forwarded, distributed or sent in or into any 
jurisdiction where to do so would violate the laws of that jurisdiction and 
persons receiving this announcement (including custodians, nominees and 
trustees) must not mail or otherwise forward, distribute or otherwise sent it 
in, or into or from any such jurisdiction. Further details in relation to 
overseas shareholders will be contained in the Scheme Document. 
Although the Company is incorporated in England, the Panel has determined that 
the place of central management and control of the Company is currently located 
outside of the UK, the Channel Islands and the Isle of Man. Accordingly, as the 
Company is not one to which paragraph 3(a)(ii) of the City Code applies, the 
Panel has confirmed that the Company is not subject to the City Code and Genesis 
Shareholders will not be afforded any protection under the City Code. If 
circumstances change, which could result in the Company being subject to the 
City Code, the Company will consult with the Panel. If the Panel determines 
that, as a result of such changes, the City Code becomes applicable to the 
Company, an announcement will be made. 
 
 
 
 
 
 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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