TIDMSMDR TIDMOPHR
RNS Number : 3258E
Salamander Energy PLC
06 February 2015
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 THAT JURISDICTION
For immediate release
6 February 2015
Recommended Acquisition of Salamander Energy plc by Ophir Energy
plc
Results of the Court Meeting and the Salamander General
Meeting
Scheme approved by Salamander Shareholders
On 24 November 2014, the boards of Salamander Energy plc
("Salamander") and Ophir Energy plc ("Ophir") announced the terms
of a recommended acquisition by Ophir of the entire issued and to
be issued share capital of Salamander (the "Offer"), to be effected
by means of a Court-sanctioned scheme of arrangement under Part 26
of the Companies Act 2006 (the "Scheme"). The circular to
shareholders of Salamander in connection with the Scheme (the
"Scheme Document") was posted on 14 January 2015.
Salamander announces that, earlier today, the Scheme was
approved by the Salamander Shareholders at the Court Meeting and
the special resolution to approve and implement the Scheme was
passed at the Salamander General Meeting.
Court Meeting
At the Court Meeting, the Scheme was approved by the requisite
majority on a poll vote. A majority in number of the Scheme
Shareholders who voted (either in person or by proxy), representing
over 75 per cent. in value of the Scheme Shares held by Scheme
Shareholders who voted (either in person or by proxy), voted to
approve the Scheme. Details of the votes cast were as follows:
FOR AGAINST
---------------- -------------------- -----------------
Number % Number %
---------------- ------------ ------ ---------- -----
Scheme Shares
voted 191,145,207 97.56 4,785,428 2.44
---------------- ------------ ------ ---------- -----
Scheme
Shareholders
who
voted 189 95.45 9 4.55
---------------- ------------ ------ ---------- -----
Scheme Shares
voted as
a
percentage
of the
total number
of
Scheme Shares - 73.76 - 1.85
---------------- ------------ ------ ---------- -----
Salamander General Meeting
At the Salamander General Meeting, the special resolution was
passed by the requisite majority on a poll vote. The full text of
the special resolution is contained in the Notice of Salamander
General Meeting set out in the Scheme Document, which is available
on Salamander's website at www.salamander-energy.com. The voting
results for the special resolution were as follows:
FOR AGAINST WITHHELD*
--------------- -------------------- ----------------- ----------
Number %* Number %* Number
--------------- ------------ ------ ---------- ----- ----------
Salamander
Shares voted 191,132,927 97.56 4,775,574 2.44 333,193
--------------- ------------ ------ ---------- ----- ----------
* Votes withheld do not count in the total of votes cast.
In accordance with paragraph 9.6.2 of the Listing Rules, a copy
of the special resolution passed at the Salamander General Meeting
has been submitted to the National Storage Mechanism.
Ophir announced earlier today that at the Ophir General Meeting
held earlier today, the resolution put to its shareholders to
approve the Offer was duly passed on a poll. For further details of
the results of the Ophir General Meeting please refer to the Ophir
website at www.ophir-energy.com.
Next steps
Completion of the Scheme remains subject to the satisfaction or
(if capable of waiver) waiver of the remaining conditions set out
in Part 3 of the Scheme Document, including the sanction of the
Scheme by the Court. The Court hearing to sanction the Scheme is
expected to take place on 25 February 2015 and the Court hearing to
confirm the Capital Reduction is expected to take place on 2 March
2015. It is expected that dealings in Salamander Shares will be
suspended with effect from 7:30 a.m. on 2 March 2015, that the
Scheme will become effective on 2 March 2015 and that the
cancellation of the listing of Salamander Shares on the Official
List and admission to trading of the New Ophir Shares on the London
Stock Exchange will take place by no later than 8:00 a.m. on 3
March 2015.
The expected timetable of remaining principal events remains as
set out in the Scheme Document, save that the latest date for
despatch of cheques in respect of cash consideration (where
relevant), share certificates in respect of New Ophir Shares and
for settlement of cash consideration (where relevant) through CREST
or other form of payment is 16 March 2015. Please see the appendix
to this announcement for a revised expected timetable of remaining
principal events in relation to the Offer.
The dates stated above and in the appendix are indicative only
and will depend, among other things, on the dates on which the
Court sanctions the Scheme and confirms the Capital Reduction, and
the date on which the Conditions set out in Part 3 of the Scheme
Document are satisfied or (if capable of waiver) waived. If any of
the expected dates change, Salamander will give notice of the
change by issuing an announcement through a Regulatory Information
Service (as defined in the Takeover Code).
Terms and expressions used in this announcement and not
otherwise defined shall, unless defined herein or the context
otherwise requires, have the same meanings as given to them in the
Scheme Document.
Enquiries:
Salamander
James Menzies, Chief Executive
Officer
Nick Ingrassia, Corporate
Development Director
Tanya Hitchens, Investor
Relations
+44 20 7432 2680
Goldman Sachs International
(Lead Financial Adviser
to Salamander)
Andrew Fry, Managing Director
Nimesh Khiroya, Managing
Director
+44 20 7774 1000
Jefferies Hoare Govett
(Corporate Broker to Salamander)
Chris Zeal
Graham Hertrich
+44 20 7029 8000
Macquarie Capital (Europe)
Limited
(Rule 3 Adviser to Salamander)
Jon Fitzpatrick, Senior
Managing Director
+44 20 3037 2000
Tulchan Communications
(Communications Adviser
to Salamander)
Martin Pengelley
Stephen Malthouse
+44 20 7353 4200
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities or any vote for approval in
any jurisdiction pursuant to the Offer or otherwise. The Offer is
being made solely by means of the Scheme Document, which contains
the full terms and conditions of the Offer, including details of
how to vote in respect of the Offer. Any decision in respect of, or
other response to, the Offer should be made only on the basis of
the information contained in the Scheme Document and the
Prospectus.
This announcement has been prepared for the purposes of
complying with English law and the City Code on Takeovers and
Mergers (the "Code") 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 jurisdictions
outside the United Kingdom.
The distribution of this announcement in jurisdictions outside
the United Kingdom may be restricted by law and therefore persons
into whose possession this announcement comes should inform
themselves about, and observe, such restrictions. Any failure to
comply with the restrictions may constitute a violation of the
securities law of any such jurisdiction.
Goldman Sachs International, which is authorised by the
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the
United Kingdom, is acting exclusively for Salamander and no one
else in connection with the Offer and the other matters referred to
in this announcement, and will not be responsible to anyone other
than Salamander for providing the protections afforded to clients
of Goldman Sachs International or for providing advice in relation
to the Offer or in connection with the other matters referred to in
this announcement.
Jefferies Hoare Govett, a division of Jefferies International
Limited, which is authorised and regulated in the United Kingdom by
the Financial Conduct Authority, is acting exclusively for
Salamander and no one else in connection with the Offer and the
other matters referred to in this announcement, and will not be
responsible to anyone other than Salamander for providing the
protections afforded to clients of Jefferies Hoare Govett, a
division of Jefferies International Limited, nor for providing
advice in relation to the Offer or in connection with the other
matters referred to in this announcement.
Macquarie Capital (Europe) Limited, which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom,
is acting exclusively for Salamander and no one else in connection
with the Offer and the other matters referred to in this
announcement, and will not be responsible to anyone other than
Salamander for providing the protections afforded to clients of
Macquarie Capital (Europe) Limited or for providing advice in
relation to the Offer or in connection with the other matters
referred to in this announcement.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3:30 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3:30 p.m. (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i)
the offeree company and (ii) any securities exchange offeror,
save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom
Rule 8.3(b) applies must be made by no later than 3:30 p.m. (London
time) on the business day following the date of the relevant
dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3. Opening Position Disclosures
must also be made by the offeree company and by any offeror and
Dealing Disclosures must also be made by the offeree company, by
any offeror and by any persons acting in concert with any of them
(see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on website
A copy of this announcement will be made available at
www.salamander-energy.com no later than 12:00 noon (London time) on
9 February 2015 (being the business day following the date of this
announcement) in accordance with Rule 30.4 of the Code. The content
of the website referred to in this announcement is not incorporated
into and does not form part of this announcement.
APPENDIX: EXPECTED TIMETABLE OF PRINCIPAL EVENTS(1)
Event Time/date
Ophir General Meeting 11:00 a.m. on Friday 6
February 2015(2)
Court Meeting 1:00 p.m. on Friday 6
February 2015
Salamander General Meeting 1:15 p.m. on Friday 6
February 2015(3)
Certain of the following
dates are also subject
to change (please see
Note (1) below):
First Court Hearing Wednesday 25 February
to sanction the Scheme 2015
Last day of dealings Friday 27 February 2015(1)
in, and for registration
of transfer of, and
disablement in CREST
of, Salamander Shares
Scheme Record Time 6:00 p.m. on Friday 27
February 2015(1)
Suspension of listing 7:30 a.m. on Monday 2
and dealing in Salamander March 2015(1)
Shares
Second Court Hearing Monday 2 March 2015(1)
to confirm the Capital
Reduction
Scheme Effective Date Monday 2 March 2015(1)
De-listing of Salamander by no later than 8:00
Shares a.m. on Tuesday 3 March
2015(1)
Issue of New Ophir Shares by no later than 8:00
a.m. on Tuesday 3 March
2015(1)
Crediting of New Ophir by no later than 8:00
Shares to CREST accounts a.m. on Tuesday 3 March
2015(1)
Commencement of dealings by no later than 8:00
in New Ophir Shares a.m. on Tuesday 3 March
2015(1)
Latest date for despatch Monday 16 March 2015(1)
of cheques in respect
of cash consideration
(where relevant), share
certificates in respect
of New Ophir Shares
and for settlement of
cash consideration (where
relevant) through CREST
or other form of payment
Long Stop Date 11:59 p.m. on Tuesday
30 June 2015(4)
Notes:
(1) These times and dates are indicative only and will depend,
among other things, on the date upon which the Court sanctions the
Scheme and confirms the Capital Reduction and the date on which the
Conditions are satisfied or, if capable of waiver, waived. The
timetable is also dependent on whether the Court Order(s)
sanctioning the Scheme and confirming the Capital Reduction and, in
relation to the Capital Reduction, the statement of capital are
delivered to the Registrar of Companies. Salamander will give
notice of the change(s) by issuing an announcement through a
Regulatory Information Service and, if required by the Takeover
Panel, post notice of the change(s) to Salamander Shareholders and
persons with information rights.
(2) The Ophir General Meeting will be convened pursuant to the
Ophir Shareholder Circular, which was issued by Ophir on 16 January
2015.
(3) Or as soon thereafter as the Court Meeting has concluded or been adjourned.
(4) This date may be extended to such date as Salamander and
Ophir may agree and, if required, the Takeover Panel and the Court
may allow.
All references in this announcement to times are to times in
London (unless otherwise stated).
This information is provided by RNS
The company news service from the London Stock Exchange
END
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