TIDMFOGL TIDMRKH
RNS Number : 1002M
Falkland Oil and Gas Limited
18 January 2016
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
18 January 2016
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)
Scheme of Arrangement becomes Effective
On 24 November 2015, the boards of Rockhopper and 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, and on 5
January 2016 all necessary resolutions proposed at the Court
Meeting and General Meeting were passed to approve the Scheme and
associated matters. Defined terms used in this announcement shall
have the same meaning as those used in the Scheme Document.
Further to the announcement made on 15 January 2016 confirming
Court sanction of the Scheme, FOGL is pleased to announce that the
Court Order has been delivered to the Registrar of Companies of the
Falkland Islands for registration ; therefore, the Scheme has today
become Effective in accordance with its terms. Accordingly, the
Merger has therefore completed and FOGL has become a wholly-owned
subsidiary of Rockhopper.
Upon the Scheme becoming Effective, all of the directors of FOGL
have resigned from their positions as directors of FOGL.
Dealings in FOGL Shares on AIM will be suspended by 8.00a.m.
(London time) this morning, 18 January 2016 and it is expected that
cancellation of the admission of FOGL Shares to trading on AIM will
take effect by 8.00a.m. (London time) tomorrow morning, 19 January
2016.
Under the terms of the Scheme, Scheme Shareholders are entitled
to receive 0.2993 Rockhopper Consideration Shares for each FOGL
Share. Rockhopper has made an application to the London Stock
Exchange for the Rockhopper Consideration Shares to be admitted to
trading on AIM. Admission is expected to occur at 8.00am (London
time) tomorrow morning, 19 January 2016 and CREST accounts of FOGL
Shareholders are also expected to be credited as soon as possible
after 8.00a.m. (London time) tomorrow morning. The expected time
for the despatch of definitive share certificates in respect of the
Rockhopper Consideration Shares to FOGL Shareholders who hold their
FOGL Shares in certificated form is 1 February 2016.
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
Rockhopper Exploration plc via Vigo Communications
+44 (0) 20 7016
9571
Sam Moody, Chief Executive
Stewart MacDonald, Chief Financial
Officer
Fiona MacAulay, Chief Operating
Officer
Canaccord Genuity Limited,
NOMAD, broker and financial +44 (0) 20 7523
adviser to Rockhopper 8000
Henry Fitzgerald-O'Connor
Wei Loon Yap
Liberum Capital Limited, joint +44 (0) 20 3100
broker to Rockhopper 2227
Clayton Bush
Neil Elliot
Vigo Communications, PR adviser +44 (0) 20 7016
to Rockhopper 9571 / 9573
Peter Reilly
Patrick d'Ancona
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.
Rockhopper reserves the right to elect to implement the Merger
by way of a Merger Offer. In such event, the Merger Offer will be
implemented on substantially the same terms, subject to appropriate
amendments, as those which would apply to the Scheme.
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.
Canaccord Genuity Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Rockhopper and no one else in connection with the
Merger and this announcement and will not be responsible to anyone
other than Rockhopper for providing the protections afforded to
clients of Canaccord Genuity Limited nor for providing advice in
connection with the Merger or this announcement or any matter
referred to herein.
Liberum Capital Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Rockhopper and no one else in connection with the
Merger and this announcement and will not be responsible to anyone
other than Rockhopper for providing the protections afforded to
clients of Liberum Capital Limited nor for providing advice in
connection with the Merger or this announcement or any 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.
This announcement has been prepared for the purposes of
complying with Falkland Islands law, English law, the AIM Rules,
the rules of the London Stock Exchange plc (the "London Stock
Exchange") 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 any jurisdiction outside
the United Kingdom and the Falkland Islands.
The availability of Rockhopper Consideration Shares to FOGL
Shareholders who are not resident in the United Kingdom or the
Falkland Islands may be affected by the laws of the relevant
jurisdictions in which they are resident. Persons who are not
resident in the United Kingdom or the Falkland Islands should
inform themselves of, and observe, any applicable requirements.
The Rockhopper Consideration Shares to be issued pursuant to the
Scheme have not been and will not be registered under the US
Securities Act of 1933 (as amended) (the "Securities Act") or under
the relevant securities laws of any state or territory or other
jurisdiction of the United States, but are expected to be offered
in the United States in reliance upon the exemption from the
registration requirements of the Securities Act provided by Section
3(a)(10) thereof. The Scheme will be subject to the disclosure
requirements and practices applicable in the Falkland Islands to
schemes of arrangement, which differ from the disclosure
requirements of the US proxy solicitation rules and tender offer
rules. However, if Rockhopper were to elect to implement the Merger
by means of a Merger Offer, such offer will be made in compliance
with the US tender offer rules, to the extent applicable, or an
exemption therefrom.
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