Completion of Acquisition
August 10 2009 - 9:26AM
UK Regulatory
TIDMRIFT
RNS Number : 1758X
Rift Oil PLC
10 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
Completion of the Acquisition of Rift Oil plc ("Rift", or "the Company")
by Talisman Energy Holdings Limited ("Talisman")
10 August 2009
The scheme of arrangement under Part 26 of the Companies Act 2006 to implement
the acquisition by Talisman of the entire issued and to be issued share capital
of Rift has now become Effective in accordance with its terms and the
Acquisition has been completed.
On 6 August The High Court of Justice in England and Wales (the "Court") made an
order (the "Scheme Court Order") sanctioning the Scheme.The Court has today
granted an order to confirm the cancellation of the Scheme Shares (the
"Reduction Court Order").The Scheme Court Order and the Reduction Court Order
have been delivered to the Registrar of Companies in England and Wales for
registration today.
Trading in Rift ordinary shares on AIM was suspended at 7.00am on 10 August
2009 and will be cancelled with effect from 7.00am on 12 August 2009.
The latest date for the despatch of cheques in respect of the cash consideration
payable is Monday 24 August 2009.
Expected Timetable of Principal Events
+------------------------------------+-----------------------------------+
| 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 | (Financial Adviser and Nominated Adviser |
| Limited | 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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