Acquisition Update (3298R)
November 02 2011 - 3:01AM
UK Regulatory
TIDMEO. TIDMPMO
RNS Number : 3298R
EnCore Oil PLC
02 November 2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
2 November 2011
EnCore OIl plc
ACQUISITION UPDATE
On 5 October 2011, EnCore Oil plc ("EnCore") and Premier Oil plc
("Premier") announced that they had reached agreement on the terms
of a recommended acquisition by Premier (or one of its wholly owned
subsidiaries) of the entire issued and to be issued share capital
of EnCore (the "Acquisition"). As outlined in that announcement,
the Acquisition is to be implemented by way of a Court-sanctioned
scheme of arrangement of EnCore (the "Scheme").
The Takeover Panel has agreed with EnCore and Premier to extend
the date by which the circular to shareholders in connection with
the Scheme must be posted, from Wednesday 2 November 2011 to Friday
18 November 2011.
Enquiries:
EnCore Oil plc
Alan Booth +44 (0)20 7224 4546
Eugene Whyms
Rothschild
Neeve Billis +44 (0)20 7280 5000
David Hemmings
Cenkos Securities plc (NOMAD and Joint Broker to EnCore)
Jon Fitzpatrick +44 (0)20 7397 1951
Ken Fleming
This announcement is not intended to and does not constitute or
form part of any offer to sell or subscribe for or any invitation
to purchase or subscribe for any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the
Acquisition or otherwise. The Acquisition will be made solely
pursuant to the terms of the circular to shareholders in connection
with the Scheme (the "Scheme Document"), which will contain the
full terms and conditions of the Acquisition, including details of
how to vote in respect of the Acquisition. Any decision in respect
of, or other response to, the Acquisition should be made only on
the basis of the information contained in the Scheme Document.
This announcement does not constitute a prospectus or prospectus
equivalent document.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
the laws of those jurisdictions, and therefore persons into whose
possession this announcement comes should inform themselves about
and observe any such restrictions. Failure to comply with any such
restrictions may constitute a violation of the securities laws of
any such jurisdiction.
This announcement has been prepared for the purposes of
complying with English law and the City Code on Takeovers and
Mergers ("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 and regulations of any
jurisdiction outside of England.
N M Rothschild & Sons Limited ("Rothschild"), which is
authorised and regulated in the UK by the FSA, is acting
exclusively for EnCore and no one else in connection with the
Acquisition and will not be responsible to anyone other than EnCore
for providing the protections afforded to clients of Rothschild or
for providing advice in relation to the Acquisition or any other
matters referred to in this announcement.
Cenkos Securities plc ("Cenkos"), which is authorised and
regulated in the UK by the FSA, is acting exclusively as Nominated
Adviser and Joint Broker to EnCore and no one else in connection
with the above and will not be responsible to anyone other than
EnCore for providing the protections afforded to clients of Cenkos,
or for providing advice in relation to the matters referred to in
this announcement.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. or more of any class of relevant securities of an
offeree company or of any paper 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 paper
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 paper offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30p.m. (London time) on the 10th business day following the
announcement in which any paper offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree
company or of a paper 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 one per cent. or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper 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 paper 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
3.30p.m. (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 paper 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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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