MRS Management Resource Solutions Plc

TIDMMRS TIDMPCI

RNS Number : 3932O

Melrose Resources PLC

10 October 2012

PRESS RELEASE

10 October 2012

MELROSE RESOURCES PLC

Scheme effective

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

Recommended merger

of

Melrose Resources plc

and

Petroceltic International plc

TO BE EFFECTED BY WAY OF A SCHEME OF ARRANGEMENT

UNDER PART 26 OF THE COMPANIES ACT 2006

Scheme effective

On 17 August 2012, Melrose Resources plc ("Melrose") and Petroceltic International plc ("Petroceltic") announced that they had reached agreement on the terms of a recommended merger to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Merger"). A Scheme Circular containing, amongst other things, notices of the Court Meeting and the General Meeting, details of the Scheme and the terms and conditions of the Merger was posted to Melrose Shareholders on 24 August 2012.

The Directors of Melrose are pleased to announce that the Court Order relating to the Scheme and the associated Reduction of Capital together with a Statement of Capital have been delivered to the Registrar of Companies today, 10 October 2012, and, accordingly, the Scheme has now become effective in accordance with its terms.

Upon the Scheme becoming effective, Robert Adair, James Agnew, Ahmed Kebaili, Alan Parsley, Anthony Richmond-Watson and William Wyatt have all resigned from their position as a director of Melrose, whilst Brian O'Cathain and Tom Hickey have agreed to become executive directors of Melrose.

Following an application by Melrose to the United Kingdom Listing Authority and the London Stock Exchange, trading in Melrose Shares on the Official List of the United Kingdom Listing Authority and the main market of the London Stock Exchange was suspended at 8.00 a.m. (London time) on 8 October 2012. The FSA has issued a supervisory notice confirming that the listing of the Melrose Shares will be cancelled with effect from 8.00 a.m. (London time) on 11 October 2012.

Readmission of the Enlarged Share Capital of Petroceltic to AIM and ESM and crediting of the New Petroceltic Shares to CREST accounts is expected to occur by 8.00 a.m. on 11 October 2012.

The latest date for despatch of share certificates in respect of the New Petroceltic Shares due under the Scheme will be 24 October 2012.

A detailed timetable of events for the Scheme is set out on page 8 of the Scheme Circular dated 24 August 2012.

Unless the context otherwise requires, terms defined in the Scheme Circular shall have the same meaning in this announcement.

New Directors

In accordance with paragraph 9.6.13 (1) of the Listing Rules, the following information is provided in relation to the new directors of Melrose:

Brian O'Cathain

Mr O'Cathain is currently the Chief Executive Officer of Petroceltic.

Tom Hickey

Mr Hickey is currently the Finance Director of Petroceltic and a director of PetroNeft Resources Plc. He was formerly a director of Tullow Oil Plc.

In respect of paragraphs 9.6.13 (2) to (6) of the Listing Rules, there are no further details to disclose.

Enquiries:

 
     Melrose Resources plc 
      David Thomas 
      Diane Fraser                                                +44 (0)131 221 
      Alasdair Robinson (Company Secretary)                        3360 
 
     Petroceltic International plc 
      Brian O'Cathain 
      Tom Hickey 
      Peter Dunne (Company Secretary)                             +353 (1) 421 8300 
 
     Lambert Energy Advisory (financial and Rule 
      3 adviser to Melrose) 
      Philip Lambert 
      Onursal Soyer                                               +44 (0) 20 7491 
      Rod Batchelor                                                4473 
 
     N+1 Brewin (financial adviser to Melrose) 
                                                                  +44 (0)131 529 
     Nick Tulloch                                                  0356 
 
     HSBC (financial adviser to Melrose) 
      Charles Packshaw                                            +44 (0)20 7991 
      Abbas Merali                                                 8888 
 
     Pelham Bell Pottinger 
      James Henderson                                             +44 (0)20 7861 
      Rollo Crichton-Stuart                                        3232 
 
     BofA Merrill Lynch (financial adviser to Petroceltic) 
      Ashwin Punde 
      Anya Weaving                                                +44 (0) 20 7628 
      Paul Frankfurt                                               1000 
 
     Davy (Nominated adviser and ESM adviser to 
      Petroceltic) 
     John Frain                                                   +353 (1) 679 6363 
     Paul Burke                                                   +353 (1) 679 7788 
 
     Murray Consultants 
      Joe Murray 
      Joe Heron                                                   +353 (1) 498 0300 
 

Lambert Energy Advisory, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Melrose and for no one else in connection with the Merger and this announcement and will not be responsible to anyone other than Melrose for providing the protections afforded to clients of Lambert Energy Advisory nor for providing advice in relation to the Merger or this announcement or any matter referred to herein.

N+1 Brewin, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Melrose and for no one else in connection with the Merger and this announcement and will not be responsible to anyone other than Melrose for providing the protections afforded to clients of N+1 Brewin nor for providing advice in relation to the Merger or this announcement or any matter referred to herein.

HSBC, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Melrose and for no one else in connection with the Merger and this announcement and will not be responsible to anyone other than Melrose for providing the protections afforded to clients of HSBC nor for providing advice in relation to the Merger or this announcement or any matter referred to herein.

Merrill Lynch International ("BofA Merrill Lynch"), a subsidiary of Bank of America Corporation, is acting exclusively for Petroceltic in connection with the Merger and for no one else and will not be responsible to anyone other than Petroceltic for providing the protections afforded to its clients or for providing advice in relation to the Merger.

Davy, which is authorised and regulated in Ireland by the Central Bank of Ireland, is acting as nominated adviser and ESM Adviser to Petroceltic under the AIM Rules and the ESM Rules respectively and no one else in connection with the Merger and this announcement and will not be responsible to anyone other than Petroceltic for providing the protections afforded to clients of Davy nor for providing advice in relation to the Merger or this announcement or any matter referred to herein.

Publication on website

Copies of this announcement and the Scheme Document are available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on the Melrose website at www.melroseresources.com, up to and including the Effective Date.

For the avoidance of doubt, the content of the website referred to above is not incorporated into and does not form part of this announcement.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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