Court Order
September 01 2009 - 10:07AM
UK Regulatory
TIDMGPC
RNS Number : 3396Y
Genesis Petroleum Corporation PLC
01 September 2009
Not for release, publication or distribution, in whole or in part, in or into or
from any jurisdiction where to do so would constitute a violation of the
relevant laws or regulations of such jurisdiction.
1 September 2009
Recommended cash acquisition by
Bayerngas Norge AS
of
Genesis Petroleum Corporation plc
Court order sanctioning scheme and confirming reduction of capital
The Directors of Genesis Petroleum Corporation plc ("Genesis") refer
shareholders to the joint announcement made by Genesis and Bayerngas Norge AS
("Bayerngas") on 9 July 2009 about the recommended proposal (the "Proposal") for
the acquisition of the whole of the issued and to be issued share capital of
Genesis by Bayerngas to be effected by means of a scheme of arrangement under
Part 26 of the Companies Act 2006 (the "Scheme") and to the Scheme circular
published on 17 July 2009 containing, inter alia, the terms of the Scheme, an
Explanatory Statement (pursuant to Section 897 of the Companies Act 2006),
notices of the required meetings, a timetable of principal events and details of
the action to be taken by Genesis Shareholders (the "Scheme Document").
Any capitalised term used but not defined in this announcement is as defined in
the Scheme Document.
For the reasons set out in the Scheme Document, Genesis determined that there
were two classes of Scheme Shareholder for the purposes of the Court Resolutions
required to approve the Scheme:
* The Voting Scheme Shareholders (being Scheme Shareholders other than PGS
Overseas AS ("PGS")); and
* PGS.
At the Court Meeting on 10 August 2009, Voting Scheme Shareholders approved the
Scheme without modification. PGS has also consented to and approved the PGS
Court Resolution and the Scheme respectively.
At the General Meeting, also held on 10 August 2009, Genesis Shareholders passed
the proposed special resolution in connection with the Scheme, as set out in the
notice of General Meeting dated 17 July 2009.
The High Court of Justice in England and Wales (the "Court") today made an order
sanctioning the Scheme and confirming the Reduction of Capital (the "Court
Order") to effect the Proposal.
It is intended that the Court Order will be delivered to the Registrar of
Companies in England and Wales for registration effective on 2 September 2009.
The Scheme will consequently become effective as soon as a copy of the Court
Order has been delivered to the Registrar of Companies and has been registered
by him.
Trading in Genesis ordinary shares on AIM has been temporarily suspended and
admission of Genesis ordinary shares to trading on AIM will be cancelled with
effect from 2 September 2009.
Expected Timetable of Principal Events
+----------------------------------------------+---------------------------------+
| Scheme Effective Date | 2 September 2009 |
+----------------------------------------------+---------------------------------+
| | |
+----------------------------------------------+---------------------------------+
| Cancellation of admission of Ordinary Shares | 8.00am on 2 September 2009 |
| to trading on AIM | |
+----------------------------------------------+---------------------------------+
| | |
+----------------------------------------------+---------------------------------+
| Despatch of cheques and settlement through | by 16 September 2009 |
| CREST | |
+----------------------------------------------+---------------------------------+
Enquiries
+----------------------------------------------+----------------------+
| Genesis Petroleum Corporation plc | +44 (0)1959 567450 |
+----------------------------------------------+----------------------+
| Gerry Harrison, Chairman and Chief Executive | |
| Officer | |
+----------------------------------------------+----------------------+
| | |
+----------------------------------------------+----------------------+
| Thomas Weisel Partners (Financial Adviser to | +44 (0)20 7877 4300 |
| Genesis) | |
+----------------------------------------------+----------------------+
| Paul Newman | |
+----------------------------------------------+----------------------+
| | |
+----------------------------------------------+----------------------+
| Jefferies International Limited (Nominated | +44 (0)20 7029 8000 |
| Adviser and Broker to Genesis) | |
+----------------------------------------------+----------------------+
| Jack Pryde | |
+----------------------------------------------+----------------------+
| Schuyler Evans | |
+----------------------------------------------+----------------------+
| | |
+----------------------------------------------+----------------------+
| Bayerngas Norge AS | +47 22 52 99 00 |
+----------------------------------------------+----------------------+
| Arne Westeng, Managing Director | |
+----------------------------------------------+----------------------+
| | |
+----------------------------------------------+----------------------+
| Deloitte Corporate Finance (Financial | +44 (0)20 7936 3000 |
| Adviser to Bayerngas) | |
+----------------------------------------------+----------------------+
| Jonathan Hinton | |
+----------------------------------------------+----------------------+
| Léonie Grimes | |
+----------------------------------------------+----------------------+
Thomas Weisel Partners, which is authorised and regulated in the United Kingdom
by the FSA, is acting exclusively for Genesis and no-one else in connection with
the Proposal. Thomas Weisel Partners is not acting for, and will not be
responsible to anyone other than Genesis for providing the protections afforded
to clients of Thomas Weisel Partners International Limited nor for providing
advice in relation to the Proposal or any other matter referred to in this
announcement.
Deloitte Corporate Finance is acting exclusively for Bayerngas and no-one else
in connection with the Proposal. Deloitte Corporate Finance is not acting for,
and will not be responsible to, anyone other than Bayerngas for providing the
protections afforded to clients of Deloitte Corporate Finance nor for providing
advice in relation to the Proposal or any matter referred to in this
announcement. Deloitte Corporate Finance is a division of Deloitte LLP, which is
authorised and regulated by the Financial Services Authority in respect of
regulated activities.
Copies of this announcement are not being, and must not be, directly or
indirectly mailed or otherwise forwarded, distributed or sent in or into any
jurisdiction where to do so would violate the laws of that jurisdiction and
persons receiving this announcement (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or otherwise sent it
in, or into or from any such jurisdiction. Further details in relation to
overseas shareholders will be contained in the Scheme Document.
Although the Company is incorporated in England, the Panel has determined that
the place of central management and control of the Company is currently located
outside of the UK, the Channel Islands and the Isle of Man. Accordingly, as the
Company is not one to which paragraph 3(a)(ii) of the City Code applies, the
Panel has confirmed that the Company is not subject to the City Code and Genesis
Shareholders will not be afforded any protection under the City Code. If
circumstances change, which could result in the Company being subject to the
City Code, the Company will consult with the Panel. If the Panel determines
that, as a result of such changes, the City Code becomes applicable to the
Company, an announcement will be made.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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