TIDMAMER
RNS Number : 0684A
Amerisur Resources PLC
16 January 2020
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 OF
SUCH JURISDICTION
FOR IMMEDIATE RELEASE
16 January 2020
RECOMMED CASH ACQUISITION
of
AMERISUR RESOURCES PLC ("AMERISUR")
by
GEOPARK COLOMBIA S.A.S. ("GEOPARK COLOMBIA")
(a wholly owned subsidiary of GeoPark Limited ("GeoPark"))
SCHEME OF ARRANGEMENT BECOMES EFFECTIVE
Further to the announcement by Amerisur and GeoPark on 14
January 2020, the boards of Amerisur and GeoPark are pleased to
announce that, following the delivery of the Court Order to the
Registrar of Companies, the scheme of arrangement under Part 26 of
the Companies Act (the "Scheme") by which the recommended cash
acquisition of Amerisur by GeoPark Colombia is being implemented
has now become Effective in accordance with its terms as set out in
the scheme document published by Amerisur on 28 November 2019 (the
"Scheme Document"). All Amerisur Shares in issue at 6.00 p.m. on 15
January 2020 are subject to the Scheme.
Suspension and cancellation of trading of Amerisur Shares
Dealings in Amerisur Shares on AIM were suspended with effect
from 7.30 a.m. today, 16 January 2020, and the admission to trading
of Amerisur Shares on AIM will be cancelled with effect from 7.00
a.m. tomorrow, 17 January 2020.
Consideration due to Scheme Shareholders
The consideration of 19.21 pence per Amerisur Share payable to
Scheme Shareholders on the register of members of Amerisur at 6.00
p.m. on 15 January 2020 will be paid by GeoPark Colombia no later
than 14 days after today's date. Settlement of the consideration to
which any Scheme Shareholder is entitled will be effected (i) by
way of the despatch of cheques, or (ii) the crediting of CREST
accounts (for Scheme Shareholders holding Amerisur Shares in
certificated form and in uncertificated form respectively).
Changes to the Board of Directors
Further to the disclosure in the Scheme Document, as the Scheme
has now become Effective, Giles Clarke (Chairman), John Wardle
(Chief Executive Officer), Nick Harrison (Chief Financial Officer),
Alex Snow (Senior Independent Director), Chris Jenkins (Independent
Non-Executive Director) and Elodie Grant Goodey (Independent
Non-Executive Director) have each resigned from the Amerisur Board,
with effect from today, 16 January 2020.
James Franklin Park, Pedro Enrique Aylwin Chiorrini and Andres
Ocampo have each been appointed to the Amerisur Board, with effect
from today, 16 January 2020.
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.
All references in this announcement to times are to times in
London (unless otherwise stated).
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 757 4983
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 announcement 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
SOAGPUCWGUPUGWQ
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