TIDMEO. TIDMPMO
RNS Number : 3809S
EnCore Oil PLC
18 November 2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
18 November 2011
EnCore OIl plc
RECOMMENDED ACQUISITION OF ENCORE OIL PLC BY PREMIER OIL PLC
POSTING OF DOCUMENTS
On 5 October 2011, the boards of EnCore Oil plc ("EnCore") and
Premier Oil plc ("Premier") announced that they had reached
agreement on the terms of a recommended acquisition by Premier of
the entire issued and to be issued share capital of EnCore (the
"Acquisition") to be implemented by way of a Court-sanctioned
scheme of arrangement of EnCore (the "Scheme").
The board of EnCore announces that it is today posting to EnCore
Shareholders, and, for information only, to holders of options or
awards under the EnCore Share Option Plans, a circular containing
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 EnCore Shareholders (the "Scheme Document"),
accompanied by a covering letter from the Chairman. A Prospectus
(for which the EnCore Directors take no responsibility) which
contains financial and other information on Premier and the New
Premier Shares to be issued in connection with the Share
Alternative will accompany the Scheme Document.
As described in the Scheme Document, to become effective the
Scheme will require the approval of Scheme Shareholders at the
Court Meeting and the passing of special resolutions at the General
Meeting of EnCore. The Court Meeting and the General Meeting are
scheduled to be held at Glaziers Hall, 9 Montague Close, London SE1
9DD on 12 December 2011 respectively at 11.00 a.m. and 11.10 a.m.
(or as soon thereafter as the Court meeting is concluded or
adjourned).
The Scheme will also require the subsequent sanction of the
Court and confirmation of the associated reduction of capital by
the Court. A full description of the required approvals and terms
and conditions of the Scheme, together with the action to be taken
by EnCore Shareholders and the persons entitled to vote at the
above meetings, is set out in the Scheme Document. Subject to
approval at the relevant meetings and the satisfaction or waiver
(where permitted) of the other conditions set out in the Scheme
Document, the Scheme is expected to become effective on 16 January
2012.
Expected timetable of principal events
Latest time for receipt of Blue Form 11.00 a.m. on 8 December
of Proxy (or appointing proxies electronically) 2011
for the Court Meeting
Latest time for receipt of White Form 11.10 a.m. on 8 December
of Proxy (or appointing proxies electronically) 2011
for the General Meeting
Scheme Voting Record Time 6.00 p.m. on 10 December
2011
EnCore Court Meeting 11.00 a.m. on 12 December
2011
EnCore General Meeting 11.10 a.m. on 12 December
2011
Court hearing to sanction the Scheme 11 January 2012
Latest time to elect for the Share 1.00 p.m. on 11 January
Alternative, i.e. receipt of Form 2012
of Election or submission of a valid
TTE instruction on CREST
Latest time for withdrawal of Form 1.00 p.m. on 11 January
of Election or submission of a valid 2012
TTE instruction on CREST
Last day of dealings in, and for registration 12 January 2012
of transfers of, EnCore Shares
Reduction Record Time 6.00 p.m. on 12 January
2012
Suspension of admission of, and dealings, 7.30 a.m. on 13 January
settlement and transfers in, EnCore 2012
Shares
Court hearing to confirm Reduction 13 January 2012
of Capital
Effective Date of the Scheme 16 January 2012
Cancellation of admission of EnCore by 8.00 a.m. on 17 January
Shares to trading on AIM 2012
New Premier Shares issued, listed by 8.00 a.m. on 17 January
and credited to CREST accounts 2012
Commencement of dealings in New Premier by 8.00 a.m. on 17 January
Shares on the London Stock Exchange 2012
Latest date for despatch of cheques by 30 January 2012
in respect of cash consideration and
share certificates in respect of the
New Premier Shares in relation to
valid elections for the Share Alternative
(as appropriate) due under the Scheme
Long Stop Date 5.00 p.m. on 28 February
2012
Note: the dates and times given above are indicative only and
are based on EnCore's current expectations and may be subject to
change (including as a result of changes to Court times, the
regulatory timetable and/or the process for settlement of the
Scheme). If any of the times and/or dates above change, the revised
times and/or dates will be notified to EnCore Shareholders by
announcement through a Regulatory Information Service.
The Scheme Document and the Prospectus are available for
inspection during normal business hours on any weekday (Saturdays,
Sundays and public holidays excepted) at the offices of Dewey &
LeBoeuf LLP, No. 1 Minster Court, Mincing Lane, London EC3R 7YL. In
addition, the Scheme Document will be made available on EnCore's
website (www.encoreoil.co.uk) and the Prospectus will be made
available on Premier's website (www.premier-oil.com).
Capitalised terms used, but not defined, in this announcement
shall have the same meaning as set out in the Scheme Document.
Enquiries:
EnCore Oil plc
Alan Booth +44 (0)20 7224 4546
Eugene Whyms
Rothschild
Neeve Billis +44 (0)20 7280 5000
David Hemmings
Cenkos Securities plc (NOMAD and Joint Broker to EnCore)
Jon Fitzpatrick +44 (0)20 7397 1951
Ken Fleming
This announcement is not intended to and does not constitute or
form part of any offer to sell or subscribe for or any invitation
to purchase or subscribe for any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the
Acquisition or otherwise. The Acquisition will be made solely
pursuant to the terms of the Scheme Document, which contains the
full terms and conditions of the Acquisition, including details of
how to vote in respect of the Acquisition. Any decision in respect
of, or other response to, the Acquisition should be made only on
the basis of the information contained in the Scheme Document. The
EnCore Directors make no recommendation in relation to the Share
Alternative. EnCore Shareholders should consider whether New
Premier Shares are a suitable investment in light of their own
personal circumstances and are, therefore, strongly recommended to
seek their own independent financial, tax and legal advice in light
of their own particular circumstances and investment objectives
before deciding whether to elect for the Share Alternative. Any
decision to elect for the Share Alternative should be based on a
full consideration of the Scheme Document and the Prospectus,
including without limitation the detailed risk factors set out in
the Prospectus. The EnCore Directors take no responsibility for the
Prospectus.
This announcement does not constitute a prospectus or prospectus
equivalent document.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
the laws of those jurisdictions, and therefore persons into whose
possession this announcement comes should inform themselves about
and observe any such restrictions. Failure to comply with any such
restrictions may constitute a violation of the securities laws of
any such jurisdiction.
This announcement has been prepared for the purposes of
complying with English law and the City Code on Takeovers and
Mergers ("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 and regulations of any
jurisdiction outside of England.
N M Rothschild & Sons Limited ("Rothschild"), which is
authorised and regulated in the UK by the FSA, is acting
exclusively for EnCore and no one else in connection with the
Acquisition and will not be responsible to anyone other than EnCore
for providing the protections afforded to clients of Rothschild or
for providing advice in relation to the Acquisition or any other
matters referred to in this announcement.
Cenkos Securities plc ("Cenkos"), which is authorised and
regulated in the UK by the FSA, is acting exclusively as Nominated
Adviser and Joint Broker to EnCore and no one else in connection
with the above and will not be responsible to anyone other than
EnCore for providing the protections afforded to clients of Cenkos,
or for providing advice in relation to the matters referred to in
this announcement.
Notice to US investors in EnCore: This announcement does not
constitute or form part of any offer or invitation to purchase,
otherwise acquire, subscribe for, sell, otherwise dispose of or
issue, or any solicitation of any offer to sell, otherwise dispose
of, issue, purchase, otherwise acquire or subscribe for any
security, including the EnCore Shares, in the United States, nor
should any part of it nor the fact of its distribution form part of
or be relied on in connection with any contract or investment
decision relating thereto.
The Acquisition relates to the shares of a UK company and is
proposed to be made by means of a scheme of arrangement provided
for under the laws of England and Wales. The Acquisition is subject
to the disclosure requirements and practices applicable in the
United Kingdom to schemes of arrangement, which differ from the
disclosure and other requirements of US securities laws. Financial
information included in the relevant documentation will have been
prepared in accordance with accounting standards applicable in the
United Kingdom that may not be comparable to the financial
statements of US companies.
The New Premier Shares, which will be issued in connection with
the Acquisition, have not been, will not be, and are not required
to be registered under the US Securities Act of 1933, as amended
("US Securities Act") or under the securities law of any state or
other jurisdiction of the United States. The New Premier Shares may
not be offered, sold, delivered or transferred in the United States
absent registration under the US Securities Act or pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act. It is expected
that the New Premier Shares will be issued in reliance upon the
exemption from the registration requirements of the US Securities
Act provided by Section 3(a)(10) thereof and only to the extent
that corresponding exemptions from the registration or
qualification requirements of state "blue sky" securities laws are
available. Under applicable US securities laws, persons (whether or
not US persons) who are or will be "affiliates" (for the purposes
of the US Securities Act) of EnCore or Premier prior to, or of
Premier after, the Effective Date will be subject to certain
transfer restrictions relating to the New Premier Shares received
in connection with the Acquisition.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. or more of any class of relevant securities of an
offeree company or of any paper 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 paper
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 paper offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30p.m. (London time) on the 10th business day following the
announcement in which any paper offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree
company or of a paper 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 one per cent. or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper 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 paper 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
3.30p.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 paper 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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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