TIDMPMO TIDMEO.
RNS Number : 3816S
Premier Oil PLC
18 November 2011
18 November 2011
PREMIER OIL PLC
RECOMMENDED ACQUISITION OF ENCORE OIL PLC BY PREMIER OIL PLC
PUBLICATION AND POSTING OF SHAREHOLDER DOCUMENTS
On 5 October 2011, the boards of Premier Oil plc ("Premier") and
EnCore Oil plc ("EnCore") announced that they had agreed the terms
of a recommended acquisition by Premier of the entire issued and to
be issued ordinary share capital of EnCore by means of a scheme of
arrangement pursuant to Part 26 of the Companies Act 2006 (the
"Scheme").
Premier announces that the Prospectus relating to the New
Premier Shares to be issued has today been approved by the UK
Listing Authority. Accordingly, the Prospectus will be made
available on Premier's website (www.premier-oil.com) later today
and the formal documents relating to the acquisition will be posted
to EnCore Shareholders shortly.
The Prospectus includes updated competent persons reports
independently prepared by DeGolyer and MacNaughton ("D&M") and
RISC Pty Ltd. D&M estimates Premier's total proforma proven and
probable reserves to be 339 mmboe with a net present value of
approximately US$4.7 billion after tax (based on a $90/bbl oil
price case). Estimated contingent resources (2C) are 211 mmboe net
to Premier. Unrisked prospective resources are in excess of 1
billion boe.
EnCore Shareholders will receive, amongst other documents, a
scheme document published by EnCore in connection with the Scheme,
together with the Prospectus. The Scheme Document will be made
available on EnCore's website (www.encoreoil.co.uk) later
today.
As set out in the Scheme Document, two shareholder meetings,
namely the Court Meeting and the EnCore General Meeting, will be
held to allow EnCore Shareholders to vote on the proposed
resolutions required to approve and implement the Scheme. The key
dates for these meetings are as follows:
Latest time for receipt of Blue Form 11.00 a.m. on 8 December
of Proxy (or appointing proxies electronically) 2011
for the Court Meeting
Latest time for receipt of White Form 11.10 a.m. on 8 December
of Proxy (or appointing 2011
proxies electronically) for the General
Meeting
Scheme Voting Record Time 6.00 p.m. on 10 December
2011
EnCore Court Meeting 11.00 a.m. on 12 December
2011
EnCore General Meeting 11.10 a.m. on 12 December
2011
Terms defined in Premier's announcement dated 5 October 2011
have the same meaning in this announcement, unless otherwise
indicated.
Enquiries:
Premier Oil plc
Simon Lockett +44 (0)20 7730 1111 Tony Durrant
RBC Capital Markets
Jeremy Low +44 (0)20 7653 4000 Matthew Coakes
Pelham Bell Pottinger (Public Relations Adviser to Premier)
Gavin Davis +44 (0)20 7861 3159 / +44 (0)7910 104 660
Henry Lerwill +44 (0)20 7861 3169 / +44 (0)7894 608 607
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 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.
Copies of the Prospectus and the Scheme Document will shortly be
submitted to the National Storage Mechanism and available for
inspection at www.hemscott.com/nsm.do.
Copies of the Scheme Document and the Prospectus will shortly be
available for inspection by Premier Shareholders at the offices of
Premier Oil plc, 23 Lower Belgrave Street, London SW1W 0NR during
normal business hours on any weekday (Saturdays, Sundays and public
holidays excepted) and at the offices of Slaughter and May, One
Bunhill Row, London, EC1Y 8YY during normal business hours on any
weekday (Saturdays, Sundays and public holidays excepted).
Copies of the Scheme Document and the Prospectus will shortly be
available for inspection by EnCore Shareholders at the offices of
EnCore Oil plc, 54 Baker Street, London W1U 7BU during normal
business hours on any weekday (Saturdays, Sundays and public
holidays excepted) and at the offices of Dewey & LeBoeuf LLP, 1
Minster Court, Mincing Lane, London EC3R 7YL during normal business
hours on any weekday (Saturdays, Sundays and public holidays
excepted).
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.
Notice to US investors in EnCore: This announcement is not an
offer of securities for sale, offer to purchase or a solicitation
of an offer to purchase EnCore Shares in the United States.
The Acquisition relates to the shares of a UK company and is
proposed to be made by means of a scheme of arrangement provided
for under the laws of England and Wales. The Acquisition is subject
to the disclosure requirements and practices applicable in the
United Kingdom to schemes of arrangement, which differ from the
disclosure and other requirements of US securities laws. Financial
information included in the relevant documentation will have been
prepared in accordance with accounting standards applicable in the
United Kingdom that may not be comparable to the financial
statements of US companies.
The New Premier Shares have not been, will not be, and are not
required to be, registered with the SEC under the US Securities Act
in reliance upon the exemption from registration requirements of
the US Securities Act provided by Section 3(a)(10) of that Act. The
New Premier Shares have not been, and will not be, registered under
the securities laws of any state or jurisdiction of the United
States and, accordingly, will only be issued to the extent that
exemptions from the registration or qualification requirements of
state "blue sky" securities laws are available. Under applicable US
securities laws, persons (whether or not US persons) who are or
will be "affiliates" (for the purposes of the US Securities Act) of
Premier or EnCore prior to, or of Premier after, the Effective Date
will be subject to certain transfer restrictions relating to the
New Premier Shares received in connection with the Acquisition.
If the Acquisition is implemented by way of an Offer, it will be
made in accordance with the requirements of the US securities laws,
to the extent applicable. If the Acquisition is implemented by way
of an Offer, the New Premier Shares to be issued in connection with
such Offer will not be registered under the US Securities Act or
under the securities laws of any state, or other jurisdiction of
the United States and may not be offered, sold or delivered,
directly or indirectly, in the United States except pursuant to an
applicable exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act or such other
securities laws. Premier does not intend to register any such New
Premier Shares or part thereof in the United States or to conduct a
public offering of the New Premier Shares in the United States.
RBC Capital Markets, which is authorised and regulated in the UK
by the FSA, is acting exclusively for Premier and no one else in
connection with the Acquisition and will not be responsible to
anyone other than Premier for providing the protections afforded to
clients of RBC Capital Markets or for providing advice in relation
to the Acquisition or any other 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 3.30 p.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.
Publication on the Premier and EnCore Websites
A copy of this announcement will be available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, for inspection on Premier's website at
www.premier-oil.com and on EnCore's website at www.encoreoil.co.uk
by no later than 12.00 noon (London time) on 18 November 2011.
END
This information is provided by RNS
The company news service from the London Stock Exchange
END
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