TIDMAMER
RNS Number : 3699Z
Amerisur Resources PLC
10 January 2020
FOR IMMEDIATE RELEASE
Amerisur Resources Plc ("Amerisur" or the "Company" and together
with its subsidiaries, the "Group")
Update Regarding Potential Litigation
10 January 2020
Further to its announcement of 8 January 2020, Amerisur
Resources plc ("Amerisur" or the "Company") announces that the
first hearing of the Application Notice seeking a worldwide
freezing order against the Company (the "Application") was heard
yesterday. At the hearing the Court agreed with Amerisur's position
that the substantive merits of the Application should be heard at a
later date, expected to be in early March, following the completion
of the Transaction. The Court did not grant a worldwide freezing
order and declined to order any disclosure of assets by the Company
(as sought). Pending the Court's consideration of the merits of the
Application, the Court has issued an interim freezing order in
respect of approximately GBP3.2 million of the Company's UK assets
(the "Order"), a value that is significantly lower than the amount
claimed in the Application.
The Court's Order will not prevent the scheme of arrangement
pursuant to which GeoPark Colombia, a wholly owned subsidiary of
GeoPark, will acquire the entire issued and to be issued ordinary
share capital of Amerisur (the "Scheme") from being sanctioned or
from becoming effective and includes appropriate provisions to this
effect. The Scheme is expected to become effective on 16 January
2020.
As noted in the announcement of 8 January 2020, the accusations
of environmental damage referenced in the Application have
previously been investigated by the Colombian regulator, and have
been found not to have any merit.
Effective Date and Timetable for the Transaction
Completion of the Transaction remains subject to the
satisfaction or waiver of the remaining Conditions set out in the
Scheme Document, including the Court sanctioning the Scheme at the
Court Hearing, which is scheduled for 14 January 2020.
Subject to the Scheme receiving the sanction of the Court on
that date and the delivery of the Court Order to the Registrar of
Companies, the Scheme is expected to become Effective on 16 January
2020.
It is also expected that dealings in Amerisur Shares will be
suspended with effect from 7.30 a.m. on 16 January 2020. The last
day of dealing in, and for registration of transfers of, Amerisur
Shares will therefore be 15 January 2020. If the Court sanctions
the Scheme on 14 January 2020, the London Stock Exchange will be
requested to cancel trading of Amerisur Shares on AIM. Such
cancellation is expected to take effect from 7.00 a.m. on 17
January 2020.
The expected timetable of principal events for the
implementation of the Scheme remains as set out on page 9 of the
Scheme Document. If any of the dates and/or times in the expected
timetable change, the revised dates and/or times will be notified
by announcement through a Regulatory Information Service.
General
Defined terms used but not defined in this announcement have the
meaning given to them in the Scheme Document, a copy of which is
available on Amerisur's website at
https://www.amerisurresources.com/investor-centre.
This announcement has been released with the consent of
GeoPark.
All references in this announcement to times are to times in
London (unless otherwise stated).
This announcement does not contain inside information.
Enquiries:
Amerisur Tel: +44 (0)330
Nathan Piper, Head of Business Development and 333 8273
Comms
BMO Capital Markets (Lead Financial Adviser Tel: +44 (0)207
and Rule 3 Adviser to Amerisur) 236 1010
Jeremy Low
Tom Hughes
Gary Mattan
Neil Elliot
Stifel (Nomad, Joint Broker and Joint Financial Tel: +44 (0)207
Adviser to Amerisur) 710 7600
Callum Stewart
Jason Grossman
Ashton Clanfield
Investec (Joint Broker to Amerisur) Tel: +44 (0)207
Chris Sim 597 4000
Tejas Padalkar
Arden Partners plc (Joint Broker to Amerisur) Tel: +44 (0)207
Paul Shackleton 614 5900
Dan Gee-Summons
Camarco (PR Adviser to Amerisur) Tel: +44 (0)203
Billy Clegg 781 8332
Ollie Head
GeoPark and GeoPark Colombia Tel: +54 11 4312
Andrés Ocampo, Chief Financial Officer 9400
Stacy Steimel, Shareholder Value Director Tel: +562 2242
9600
Rothschild & Co (Financial Adviser to GeoPark) Tel: +44 (0)20
Roger Ader 7280 5000
James McEwen
Important Notices
BMO Capital Markets Limited ("BMO"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively for Amerisur and no one else in connection
with the above and will not be responsible to anyone other than
Amerisur for providing the protections offered to clients of BMO
nor for providing advice in relation to the subject matter of this
announcement or any other matters referred to in this
announcement.
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised
and regulated in the United Kingdom by the Financial Conduct
Authority, is acting exclusively for Amerisur and no one else in
connection with the above and will not be responsible to anyone
other than Amerisur for providing the protections offered to
clients of Stifel nor for providing advice in relation to the
subject matter of this announcement or any other matters referred
to in this announcement.
Arden Partners plc ("Arden"), which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Amerisur and no one else in connection with the
above and will not be responsible to anyone other than Amerisur for
providing the protections offered to clients of Arden nor for
providing advice in relation to the subject matter of this
announcement or any other matters referred to in this
announcement.
Investec Bank plc ("Investec"), which is authorised by the
Prudential Regulation Authority and is regulated in the United
Kingdom by the Financial Conduct Authority and the Prudential
Regulation Authority, is acting exclusively for Amerisur and no one
else in connection with the Transaction and any other arrangements
referred to in this announcement. Investec will not regard any
other person (whether or not a recipient of this announcement) as
its client in relation to the Transaction and the other
arrangements referred to in this announcement and will not be
responsible to anyone other than Amerisur for providing the
protections offered to clients of Investec nor for providing advice
in relation to the subject matter of this announcement or any other
matters referred to in this announcement.
N.M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority, is acting exclusively for GeoPark and
no one else in connection with the Transaction and will not be
responsible to anyone other than GeoPark for providing the
protections offered to clients of Rothschild & Co nor for
providing advice in relation to the subject matter of this
announcement or any other matters referred to in this
announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on BMO, Stifel, Arden, Investec and Rothschild &
Co by the FSMA or the regulatory regime established thereunder,
each of BMO, Stifel, Arden, Investec and Rothschild & Co does
not make any representation express or implied in relation to, nor
accepts any responsibility whatsoever for, the contents of this
announcement, or any other statement made or purported to be made
by it or on its behalf in connection with Amerisur, the Transaction
or the other arrangements referred to in this announcement. Each of
BMO, Stifel, Arden, Investec and Rothschild & Co (and their
respective subsidiaries, branches and affiliates) accordingly, to
the fullest extent permissible by law, disclaims all and any
responsibility or liability (save for any statutory liability)
whether arising in tort, contract or otherwise which it might have
in respect of the contents of this announcement or any other
statement made or purported to be made by it or on its behalf in
connection with Amerisur or the Transaction or the other
arrangements referred to in this announcement. Ashurst LLP and
Rosenblatt Limited are retained as legal advisers to Amerisur.
Norton Rose Fulbright LLP is retained as legal adviser to GeoPark
and GeoPark Colombia.
Publication on a website
A copy of this announcement, any document incorporated by
reference herein and, in the case of Amerisur only, the documents
required to be published by Rule 26 of the Takeover Code and
pursuant to Rule 26 of the AIM Rules for Companies will be
available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on GeoPark's website at
https://www.geo-park.com/en/index/ and Amerisur's website at
www.amerisurresources.com/investor-centre by no later than 12 noon
(London time) on the Business Day following the date of this
announcement. For the avoidance of doubt, the content those
websites are not incorporated into and do not form part of this
document.
Request for Hard Copy
Amerisur Shareholders may request a hard copy of this
announcement by contacting Link Asset Services on 0371 664 0321 or
by submitting a request in writing to The Registry, 34 Beckenham
Road, Beckenham, Kent, BR3 4TU or to
shareholderenquiries@linkgroup.co.uk. Calls are charged at the
standard geographic rate and will vary by provider. Calls from
outside the United Kingdom will be charged at the applicable
international rate. The helpline is open between 9.00 a.m. - 5.30
p.m., Monday to Friday excluding public holidays in England and
Wales. Please note that Link Asset Services cannot provide any
financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes. You may also request
that all future documents, announcements and information to be sent
to you in relation to the Transaction should be sent in hard copy
form.
Important Information
If you are in any doubt about the Transaction or the contents of
this document or what action you should take, you are recommended
to seek your own personal financial, tax and legal advice
immediately from your stockbroker, bank manager, solicitor,
accountant or other independent financial adviser duly authorised
under the Financial Services and Markets Act 2000 (as amended) if
you are resident in the United Kingdom or, if not, from another
appropriately authorised independent adviser in the relevant
jurisdiction.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
FURDXGDBXGGDGGC
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