TIDMPMO
RNS Number : 4349L
Premier Oil PLC
12 January 2021
Premier Oil plc
"Premier" or the "Company"
Result of General Meeting and Update on the Proposed Merger with
Chrysaor
12 January 2021
A General Meeting of the Company was held today at 23 Lower
Belgrave Street, London, SW1W 0NR in connection with the all share
merger between Premier and Chrysaor and the reorganisation of
Premier's existing debt and cross currency swaps (together, the
"Transaction").
Premier is pleased to announce that each of the resolutions were
put to the General Meeting, voted on by way of a poll and duly
approved. Details of the resolutions were set out in the circular
posted to shareholders on 16 December 2020 (the "Circular").
Shareholder approval for the Transaction has now been received.
Premier is also pleased to announce that it has received Vietnam
antitrust approval in relation to the Transaction. In addition, the
regulatory condition to the Transaction regarding Premier's licence
interests in the Falkland Islands has been satisfied.
The Transaction remains subject to, amongst other things, formal
approval by the Company's creditors and sanction by the Scottish
Court of the Scottish restructuring plans in respect of the Company
and Premier Oil UK Limited. The Scottish convening hearing is
expected to take place on 25 January 2021, with the creditor vote
expected on 22 February 2021. As previously announced, the
requisite level of Premier's creditors have irrevocably undertaken
to vote in favour of the restructuring plans.
All of Premier's cross currency hedge counterparties have
entered into a binding support letter which means that the English
restructuring plan in respect of Premier Oil Holdings Limited is no
longer required.
Premier continues to expect the Transaction to complete by the
end of Q1 2021.
The total number of votes received on each resolution put to the
General Meeting was as follows:
No. Resolution For(1) Against Votes Withheld(2)
Votes % Votes %
------------ ------ ---------- ----- ------------------
To approve the
proposed merger
of Chrysaor and
1 the Company 257,346,789 98.75 3,265,182 1.25 542,963
------------------------ ------------ ------ ---------- ----- ------------------
To approve the
Rule 9 waiver
granted by the
2 Takeover Panel 256,032,753 98.38 4,227,730 1.62 894,451
------------------------ ------------ ------ ---------- ----- ------------------
To authorise the
Directors to allot
relevant securities
in connection
with the Merger
3 and Debt Restructuring 256,809,562 98.62 3,596,621 1.38 748,751
------------------------ ------------ ------ ---------- ----- ------------------
To approve the
Subdivision of
existing Ordinary
4 Shares 257,616,945 99.01 2,577,309 0.99 960,681
------------------------ ------------ ------ ---------- ----- ------------------
To authorise the
Directors to allot
relevant securities
in substitution
for the similar
authority provided
5 at the 2020 AGM 257,694,582 99.03 2,515,960 0.97 944,393
------------------------ ------------ ------ ---------- ----- ------------------
To authorise the
Directors to disapply
pre-emption rights
in respect of
the Merger and
6 Debt Restructuring(3) 256,402,593 98.56 3,739,296 1.44 1,013,045
------------------------ ------------ ------ ---------- ----- ------------------
To authorise the
Directors to disapply
pre-emption rights
in substitution
for the similar
authority provided
7 at the 2020 AGM(3) 257,931,610 99.13 2,272,559 0.87 980,586
------------------------ ------------ ------ ---------- ----- ------------------
(1) The "For" proxy vote includes those giving the Chairman
discretion.
(2) A vote "Withheld" is not a vote in law and is not counted in
the calculation of the proxy votes "For" or "Against" the
resolution.
(3) Special resolution.
The total number of shares in issue on 8 January 2021, the
deadline for casting votes by proxy in advance of the General
Meeting, was 925,532,676 shares. 28.22% of voting capital,
including votes withheld, was instructed in respect of the
resolutions put to the General Meeting.
The full text of the resolutions can be found in the Circular,
which is available on the Company's website at www.premier-oil.com
along with a recording of today's General Meeting.
In accordance with the UK Listing Authority's Listing Rule
9.6.2, copies of all the resolutions passed by the Company's
shareholders will be submitted to the National Storage Mechanism
and will shortly be available for inspection at
https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism
. The poll result will also be available on the Company's website
at www.premier-oil.com .
Enquiries
Premier Oil plc Tel: 020 7824 1067
Rachel Rickard, Company Secretariat
Elizabeth Brooks, Investor Relations
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