TIDMFOGL TIDMRKH
RNS Number : 9458J
Falkland Oil and Gas Limited
22 December 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO OR FROM ANY JURISDICTION WHERE IT WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
22 December 2015
RECOMMENDED ALL-SHARE MERGER
OF
ROCKHOPPER EXPLORATION PLC ("ROCKHOPPER")
AND
FALKLAND OIL AND GAS LIMITED ("FOGL")
(to be effected by means of a scheme of arrangement under
Part IV of the Companies Act 1948)
Information for shareholders who are Falkland Islands
residents
On 24 November 2015, the boards of Rockhopper and Falkland Oil
and Gas Limited ("FOGL") announced that they had reached agreement
on the terms of a recommended all-share merger (the "Merger") to be
effected by means of a Court-sanctioned scheme of arrangement under
Part IV of the Companies Act 1948, being the legislation applicable
in the Falkland Islands where FOGL is incorporated (the "Scheme").
The Scheme Document, containing the terms and conditions of the
Scheme, was posted to FOGL Shareholders on 11 December 2015.
Unless otherwise stated, defined terms used in this announcement
shall have the same meaning as those used in the Scheme
Document.
This announcement is relevant for those FOGL Shareholders
resident in the Falkland Islands.
The Court has ordered that the Company is to arrange personal
service of copies of the documents relating to the Scheme,
including the circular containing the explanatory statement
required by section 207 of the Companies Act 1948, to shareholders
resident in the Falkland Islands. However, there has been a delay
in the documentation reaching the Falkland Islands and this is now
expected to arrive on 26 December 2015 at which point copies of the
Scheme Document and ancillary documents will be available for
collection from the Post Office in Stanley.
In order to ensure that you have as much time as possible to
consider the Scheme Document, the Company would like to confirm to
all Falkland Islands resident shareholders that the Scheme Document
together with forms of proxy and direction for each of the Court
Meeting and the EGM are available on the Company's website at the
following address:
http://www.fogl.com/fogl/en/Investors/offerdocuments
You will be able to download and print copies of the forms of
proxy and direction from the website and should you wish to vote at
the Court Meeting and the EGM these forms should be returned to our
solicitors Pinsent Masons LLP in Stanley as set out below.
You will note that a Court Meeting will take place at 2.00pm
London time (11.00am Stanley time) on 5 January 2016 and an
Extraordinary General Meeting at 2.30pm London time (11.30am
Stanley time) on 5 January 2016 (or as soon as the Court Meeting is
concluded or adjourned). These meetings will be held at the offices
of FTI Consulting, 200 Aldersgate, Aldersgate Street, London, EC1A
4HD, United Kingdom.
The Court has also ordered that shareholders resident in the
Falkland Islands should be given an opportunity to participate in
the meetings so that their views may be heard. Accordingly,
shareholders are welcome to attend the Falkland Islands Chamber of
Commerce, West Hillside, Stanley, FIQQ 1ZZ, the Falkland Islands at
2.00pm London time (11.00am Stanley time) on 5 January 2016 where
conference facilities have been arranged.
Please note that, under the Company's articles of association,
you will not be counted as technically attending the meetings,
therefore you are requested to submit proxy forms/forms of
direction in advance of the meetings so that your votes may be
counted. If you wish to attend the Falkland Islands Chamber of
Commerce, West Hillside, Stanley, FIQQ 1ZZ, the Falkland Islands on
5 January 2016 to participate in the meetings, we would be grateful
if you could let our solicitors, Pinsent Masons LLP, know in
advance on +500 22690. However a failure to phone in advance will
not prevent a FOGL Shareholder resident in the Falkland Islands
from being able to turn up to the Court Meeting and EGM.
Voting at the Court Meeting (Blue Forms)
- If you hold FOGL Shares in certificated form, please download
, print and complete the Blue Form of Proxy in accordance with the
instructions printed on it and return it to FOGL's registered
office at Pinsent Masons LLP (FAO Alison Inglis), 56 John Street,
Stanley no later than 2.00pm London time(11.00am Stanley time) on
31 December 2015, being 48 hours (excluding weekends and public
holidays in England and Wales and/or the Falkland Islands) before
the time of the holding of the Court Meeting.
- If you hold FOGL Shares through a Depository Interest Holder
please download, print and complete the Blue Form of Direction in
accordance with the instructions printed on it and return it to
FOGL's registered office (as above) by no later than 2.00pm London
time (11.00am Stanley time) on 30 December 2015, being 72 hours
(excluding weekends and public holidays in England and Wales and/or
the Falkland Islands) before the time of the holding of the Court
Meeting.
Voting at the Extraordinary General Meeting (White Forms)
- If you hold FOGL Shares in certificated form, please download,
print and complete the White Form of Proxy in accordance with the
instructions printed on it and return it to the Company's
registered office (as above) no later than 2.30pm London time
(11.30am Stanley time) on 31 December 2015, being 48 hours
(excluding weekends and public holidays in England and/or the
Falkland Islands) before the time of the holdings of the FOGL
General Meeting.
- If you hold FOGL Shares through a Depository Interest Holder
please download, print and complete the White Form of Direction in
accordance with the instructions printed on it and return it to the
Company's registered office (as above) by no later than 2.30p.m
London time (11.30am Stanley time) on 30 December 2015, being 72
hours (excluding weekends and public holidays in England and Wales
and/or the Falkland Islands) before the time of the holding of the
FOGL General Meeting
Letters to each FOGL Shareholder resident in the Falkland
Islands confirming the above has also been delivered to the Post
Office in Stanley and is available for collection..
Enquiries
For further information, please contact:
+44 (0)20 7563
Falkland Oil and Gas Limited 1260
Tim Bushell, Chief Executive
Officer
RBC Europe Limited (trading
as RBC Capital Markets), NOMAD,
financial adviser and joint +44 (0)20 7653
broker to FOGL 4000
Matthew Coakes
Andrew Congleton
Mark Rushton
Roland Symonds
Numis Securities Limited, joint +44 (0)20 7260
broker to FOGL 1000
John Prior
Ben Stoop
Paul Gillam
FTI Consulting, PR adviser +44 (0)20 3727
to FOGL 1000
Ed Westropp
George Parker
Further information
This announcement is for information only and is not intended to
and does not constitute, or form part of any offer to sell or
invitation to purchase or subscribe for any securities, or any
solicitation of any vote or approval in any jurisdiction pursuant
to the Merger or otherwise, nor shall there be any sale, issuance
or transfer of securities of Rockhopper or FOGL in any jurisdiction
in contravention of applicable law. This announcement does not
constitute a prospectus or a prospectus equivalent document.
Please be aware that addresses, electronic addresses and certain
other information provided by FOGL Shareholders, persons with
information rights and other relevant persons in connection with
the receipt of communications from FOGL may be provided to
Rockhopper during the Merger Period.
RBC, which is authorised by the Prudential Regulation Authority
and regulated by the Financial Conduct Authority and the Prudential
Regulation Authority, is acting exclusively for FOGL and no one
else in connection with the Merger and will not be responsible to
anyone other than FOGL for providing the protections afforded to
clients of RBC nor for providing advice in relation to the Merger
or any other matters referred to in this announcement.
Numis Securities Limited, which is authorised and regulated by
the Financial Conduct Authority in the United Kingdom, is acting
exclusively for FOGL and for no one else in connection with the
Merger and will not be responsible to anyone other than FOGL for
providing the protections afforded to its clients or for providing
advice in connection with the Merger or any other matter referred
to herein.
Overseas shareholders
The release, publication or distribution of this announcement in
or into, and the availability of the Rockhopper Consideration
Shares in certain jurisdictions may be restricted by law and
therefore persons into whose possession this announcement comes who
are not resident in the United Kingdom or the Falkland Islands
should inform themselves about, and observe, any applicable legal
or regulatory restrictions in those jurisdictions. FOGL
Shareholders who are in any doubt regarding such matters should
consult an appropriate independent adviser in the relevant
jurisdiction without delay. Any failure to comply with such
restrictions may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent permitted by
applicable law, the companies involved in the Merger disclaim any
responsibility or liability for the violation of such restrictions
by any person. This announcement does not constitute an offer to
sell, or the solicitation of any offer to buy, any Rockhopper
Consideration Shares in any jurisdiction in which such an offer or
solicitation would be unlawful.
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