TIDMDES
RNS Number : 5945U
Desire Petroleum PLC
03 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
3 December 2013
DESIRE PETROLEUM PLC ("DESIRE")
RECOMMENDED COMBINATION WITH FALKLAND OIL & GAS LIMITED
SUSPENSION AND CANCELLATION
The Directors of Desire Petroleum plc ("Desire" or the
"Company") are pleased to announce that, further to the Company's
announcements of 3 October 2013 and 15 November 2013 in respect of
the proposed acquisition by Falkland Oil & Gas Limited ("FOGL")
of the entire issued and to be issued share capital of the Company
(the "Combination"), following application by the Company to the
London Stock Exchange, trading in Desire shares will be suspended
at 7:30 a.m. on 5 December 2013 and cancellation of the admission
of Desire shares to trading on AIM will take place at 7:00 a.m. on
6 December 2013.
The Court hearing to sanction the Scheme and confirm the
reduction of capital of Desire is scheduled to take place on 5
December 2013.
Terms and expressions in this announcement shall, unless the
context otherwise requires, have the same meanings as given to them
in the Scheme Circular.
For further information, please contact:
Enquiries:
Desire
Stephen Phipps, Chairman
Ian Duncan, Chief Executive Officer +44 (0)20 7436 0423
Peel Hunt LLP (Financial Adviser, Broker
and NOMAD to Desire)
Richard Crichton / Charlie Batten +44 (0)20 7418 8900
Media Enquiries:
Buchanan (PR Adviser)
Ben Romney +44 (0)20 7466 5000
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.
Further information
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 has been
made solely by means of the Scheme Circular, which contains the
full terms and conditions of the Combination. Desire and FOGL urge
Desire Shareholders to read the Scheme Circular 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,
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.
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.
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
MSCZMMGZDFGGFZM
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