Court Order Sanctioning Scheme
August 07 2009 - 7:04AM
UK Regulatory
TIDMRIFT
RNS Number : 0873X
Rift Oil PLC
07 August 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
Rift Oil plc ("Rift", or "the Company")
Court Order Sanctioning Scheme
For immediate release 7 August 2009
The Directors of Rift refer shareholders to the joint announcement made by the
Company and Talisman Energy Holdings Limited ("Talisman") on 16 June 2009 about
the recommended proposal ("Proposal") for the acquisition of Rift by Talisman to
be implemented by means of a scheme of arrangement pursuant to Part 26 of the
Companies Act 2006 between Rift and its Shareholders (the "Scheme"), and the
Scheme circular published on 24 June 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 Rift Shareholders (the "Scheme
Document").
On 15 July 2009 Rift shareholders approved the Scheme without modification and,
at the subsequent General Meeting, also held on 15 July 2009, Rift Shareholders
passed the proposed Special Resolution connected with the Scheme, as set out in
the notice of General Meeting dated 24 June 2009.
The High Court of Justice in England and Wales (the Court) yesterday made an
order (the "Scheme Court Order") sanctioning the Scheme.
The last day of dealings in, and for registration of transfers of, Rift Shares
will be today, 7 August 2009. Rift has applied for the trading of its ordinary
shares on AIM to be suspended from trading from 7.00am on 10 August 2009.. No
transfers of Rift Shares will be registered after Friday 7 August 2009, and the
register of members of the Company will be closed with effect from 6.00 p.m. on
7 August 2009.
The Court hearing to request the grant of an order to confirm the cancellation
of the Scheme Shares (the "Reduction Court Order") is expected to be held on 10
August 2009.
It is intended that the Scheme Court Order and, if granted, the Reduction Court
Order will be delivered to the Registrar of Companies in England and Wales for
registration effective on 10 August 2009. The Scheme will consequently become
effective as soon as a copy of the Scheme Court Order and Reduction Court Order
have been delivered to the Registrar of Companies and, in the case of the
cancellation of the Scheme Shares, has been registered by him.
If the Reduction Court Order is granted on 10 August 2009, Rift shall further
apply for the trading of its ordinary shares on AIM to be cancelled with effect
from 7.00am on 12 August 2009.
Expected Timetable of Principal Events
+------------------------------------+-----------------------------------+
| Last day of dealings in, and for | 7 August 2009 |
| registration of transfers of, and | |
| disablement in CREST of, Ordinary | |
| Shares | |
| | |
+------------------------------------+-----------------------------------+
| Scheme Record Time | 6.00 p.m. on 7 August 2009 |
| | |
+------------------------------------+-----------------------------------+
| Suspension of trading and dealings | 7.00 a.m. on 10 August 2009 |
| in Ordinary Shares | |
| | |
+------------------------------------+-----------------------------------+
| Reduction Court Hearing to confirm | 10 August 2009 |
| the cancellation of the Scheme | |
| Shares | |
| | |
+------------------------------------+-----------------------------------+
| Effective Date of Scheme | 10 August 2009 |
| | |
+------------------------------------+-----------------------------------+
| Cancellation of admission of | 7.00 a.m. on 12 August 2009 |
| Ordinary Shares to trading on AIM | |
| | |
+------------------------------------+-----------------------------------+
| Despatch of cheques and settlement | by 24 August 2009 |
| through CREST | |
| | |
+------------------------------------+-----------------------------------+
Any capitalised term used but not defined in this announcement is as defined in
the Scheme Document.
For further information contact:
+------------------------------------+----------------------------------------------------------+
| Rift Oil PLC | |
+------------------------------------+----------------------------------------------------------+
| Ian Gowrie-Smith | +44 (0) 20 7340 9970 |
| David Lees | |
+------------------------------------+----------------------------------------------------------+
| | |
+------------------------------------+----------------------------------------------------------+
| RBC Capital Markets Limited | (Financial Adviser and Nominated Adviser to Rift) |
+------------------------------------+----------------------------------------------------------+
| Sarah Wharry | +44 (0) 20 7653 4667 |
| Louise Mooney | |
+------------------------------------+----------------------------------------------------------+
| | |
+------------------------------------+----------------------------------------------------------+
| Buchanan Communications | (Public Relations Adviser to Rift) |
+------------------------------------+----------------------------------------------------------+
| Tim Anderson | +44 (0) 20 7466 5000 |
+------------------------------------+----------------------------------------------------------+
| Isabel Podda | |
+------------------------------------+----------------------------------------------------------+
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 send it
in, or into or from any such jurisdiction. Further details in relation to
overseas shareholders will be contained in the Scheme Document.
RBC Capital Markets, which is a trading name of Royal Bank of Canada Europe
Limited which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Rift and no one else in connection
with the Proposal and will not be responsible to anyone other than Rift for
providing the protections afforded to clients of RBC Capital Markets or for
providing advice in relation to the Proposal or any other matters referred to in
this announcement.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the UK Takeover Code, if any person is, or
becomes, "interested" (directly or indirectly) in 1 per cent. or more of any
class of "relevant securities" of Rift, all "dealings" in any "relevant
securities" of that company (including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") must be publicly
disclosed by no later than 3.30 pm (GMT) on the London business day following
the date of the relevant transaction. This requirement will continue until the
date on which the offer becomes, or is declared, unconditional as to
acceptances, lapses or is otherwise withdrawn or on which the "offer period"
otherwise ends. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an "interest" in "relevant
securities" of Rift, they will be deemed to be a single person for the purpose
of Rule 8.3.
Under the provisions of Rule 8.1 of the UK Takeover Code, all "dealings" in
"relevant securities" of Rift by Talisman or Rift, or by any of their respective
"associates", must be disclosed by no later than 12.00 noon (GMT) on the London
business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the UK Takeover Code, which can also be
found on the Panel's website. If you are in any doubt as to whether or not you
are required to disclose a "dealing" under Rule 8, you should consult the Panel.
A copy of this announcement will be made available on Rift's website:
www.riftoil.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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