Heritage Oil Plc: Sanction of Scheme
LONDON, UNITED KINGDOM--(Marketwired - Jun 27, 2014) -
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
|
RECOMMENDED CASH
ACQUISITION |
of |
HERITAGE OIL PLC |
by |
ENERGY INVESTMENTS
GLOBAL LTD |
a wholly owned
subsidiary of |
AL MIRQAB CAPITAL
SPC |
to be effected |
by means of a Scheme of
Arrangement |
under the Companies
(Jersey) Law 1991 |
|
Heritage Oil Plc (LSE:HOIL) ("Heritage") is pleased to announce
that, at the Scheme Court Hearing this morning, 27 June 2014, the
Court made an order sanctioning the Scheme (the "Scheme Court
Order") in connection with the proposed acquisition by Energy
Investments Global Ltd. It is intended that the Scheme Court Order
will be delivered to the Registrar of Companies on 30 June 2014.
Accordingly, it is expected that the Scheme will become effective
on 30 June 2014.
Settlement of the consideration to which any holders of Scheme
Shares are entitled pursuant to the Acquisition will be effected as
soon as practicable after the date on which the Scheme becomes
effective and in any event not later than 14 days after that
date.
Terms and expressions in this announcement shall, unless the
context otherwise requires, have the same meanings as given to them
in the circular to Heritage Shareholders dated 27 May 2014.
Suspension of trading of admission and cancellation to trading
of Heritage Shares
The listing of Heritage Shares on the premium listing segment of
the Official List of the UK Listing Authority and trading in
Heritage Shares on the main market for listed securities of the
London Stock Exchange have been suspended since 7.30 a.m. (London
time) on 27 June 2014 and an application has been made by the
Company to cancel the admission to trading of the Heritage Shares
on the main market for listed securities of the London Stock
Exchange and the listing of Heritage Shares on the premium segment
of the Official List of the UK Listing Authority. Such
cancellations are expected to occur by no later than 8.00 a.m.
(London time) on 1 July 2014.
Further Information
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 will
contain 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.
Deutsche Bank AG is authorised under German Banking Law
(competent authority: BaFIN - Federal Financial Supervisory
Authority). Deutsche Bank AG, London Branch is further authorised
by the Prudential Regulation Authority and is subject to limited
regulation by the Financial Conduct Authority and Prudential
Regulation Authority. Deutsche Bank is acting as financial adviser
to Al Mirqab and no one else in connection with the Acquisition and
will not be responsible to anyone other than Al Mirqab for
providing the protections afforded to its clients or for providing
advice in connection with the Acquisition or any matter referred to
herein.
QInvest LLC is authorised and regulated in Qatar by the
Qatar Finance Centre Regulatory Authority. QInvest is acting as
financial adviser to Al Mirqab and no one else in connection with
the contents of this announcement and will not be responsible to
anyone other than Al Mirqab for providing the protections afforded
to its clients or for providing advice in connection with the
contents of this announcement or any matter referred to
herein.
J.P. Morgan Limited is authorised and regulated in the
United Kingdom by the FCA. J.P. Morgan Securities plc is authorised
in the United Kingdom by the PRA and regulated by the FCA and the
PRA. J.P. Morgan Limited and J.P. Morgan Securities plc conduct
their respective UK investment banking business as J.P. Morgan
Cazenove. J.P. Morgan Limited and J.P. Morgan Securities plc are
acting, respectively, as sole financial adviser and broker
exclusively for Heritage and no one else in connection with the
matters set out in this announcement and will not regard any other
person as their client in relation to the matters set out in this
announcement and will not be responsible to anyone other than
Heritage for providing the protections afforded to clients of J.P.
Morgan Limited or J.P. Morgan Securities plc, nor for providing
advice in relation to any matter referred to herein.
Overseas jurisdictions
The release, publication or distribution of this
announcement in jurisdictions other than the United Kingdom and
Jersey may be restricted by law and therefore any persons who are
subject to the laws of any jurisdiction other than the United
Kingdom or Jersey should inform themselves about, and should
observe, any applicable requirements. In particular the ability of
persons who are not resident in the United Kingdom or Jersey to
vote their Ordinary Shares at the Extraordinary General Meeting or
the Independent Shareholders' Meeting or with respect to the Scheme
at the Court Meeting, or to execute and deliver Forms of Proxy
appointing another to vote at a Meeting on their behalf, may be
affected by the laws of the relevant jurisdictions in which they
are located. Any failure to comply with these requirements may
constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law,
the companies and persons involved in the Acquisition disclaim any
responsibility or liability for the violation of such requirements
by any person. This announcement has been prepared for the purposes
of complying with UK law, the Listing Rules, the rules of the
London Stock Exchange and the Code and the information disclosed
may not be the same as that which would have been disclosed if this
document had been prepared in accordance with the laws of
jurisdictions outside of the UK.
Unless otherwise determined by Al Mirqab or required by the
City Code, and permitted by applicable law and regulation, the
Acquisition will not be made available, directly or indirectly, in,
into or from a jurisdiction where to do so would violate the laws
in that jurisdiction and no person may vote in favour of the
Acquisition by any such use, means, instrumentality or form within
any jurisdiction if to do so would constitute a violation of the
laws of that jurisdiction. Accordingly, copies of this announcement
and all documents relating to the Acquisition are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a jurisdiction where to do so
would violate the laws in that jurisdiction, and persons receiving
this announcement and all documents relating to the Acquisition
(including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in, into or from such
jurisdictions where to do so would violate the laws in that
jurisdiction. If the Acquisition is implemented by way of a
Takeover Offer (unless otherwise permitted by applicable law and
regulation), the Acquisition may not be made directly or
indirectly, in or into, or by the use of mails or any means or
instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate
or foreign commerce of or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the
Acquisition may not be capable of acceptance by any such use,
means, instrumentality or facilities.
The availability of the Acquisition to Heritage Shareholders
who are not resident in the United Kingdom or Jersey may be
affected by the laws of the relevant jurisdictions in which they
are resident. Persons who are not resident in the United Kingdom or
Jersey should inform themselves of, and should observe, any
applicable requirements.
Heritage is a reporting issuer in the Canadian provinces of
British Columbia, Alberta and Ontario. However, Heritage has
disclosed publicly that it is a "designated foreign issuer" within
the meaning of NI 71-102 and as such it satisfies securities
legislation requirements relating to information circulars, proxies
and proxy solicitation provided it complies with the requirements
in Section 5.7 of NI 71-102, including, inter alia, complying with
the foreign disclosure requirements relating to proxy statements,
proxies and proxy solicitation. Furthermore, as of 30 April 2014,
the date of the announcement of the proposed Acquisition, Ordinary
Shares held by beneficial owners in Canada constitute less than two
per cent of the outstanding Ordinary Shares of Heritage.
Accordingly, although Heritage is a reporting issuer in the
aforementioned jurisdictions, this announcement has not been
prepared in accordance with disclosure requirements applicable in
Canada.
Heritage has also received discretionary relief from the
applicable securities regulators in Canada for relief from NI
51-101. The effect of this relief is that while Heritage is a
reporting issuer in Canada, it is not required to comply with the
oil and gas disclosure requirements of NI 51-101, and this
announcement was not prepared in accordance with such
requirements.
NOTICE TO US HOLDERS OF ORDINARY SHARES
US Holders should note that the Acquisition relates to the
shares of a Jersey company and is being made by means of a scheme
of arrangement provided for under Jersey company law. A transaction
effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under the US
Exchange Act. Accordingly, the Acquisition is subject to the
disclosure requirements and practices applicable in Jersey to
schemes of arrangement which differ from the disclosure
requirements of United States tender offer and proxy solicitation
rules. If, in the future, Al Mirqab exercises the right to
implement the Acquisition by way of a Takeover Offer and determines
to extend the offer into the United States, the Acquisition will be
made in compliance with applicable United States laws and
regulations. Financial information included in this announcement
has been or will have been prepared in accordance with accounting
standards applicable in the United Kingdom and/or Jersey that may
not be comparable to financial information of US companies or
companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the United
States.
The receipt of cash pursuant to the Acquisition by a US
Holder as consideration for the transfer of its Scheme Shares
pursuant to the Scheme may be a taxable transaction for US federal
income tax purposes and under applicable US state and local, as
well as foreign and other, tax laws. Each US Holder is urged to
consult its independent professional adviser immediately regarding
the tax consequences of the Acquisition applicable to it.
It may be difficult for US Holders to enforce their rights
and claims arising out of the US federal securities laws, since
Heritage and Al Mirqab are located in countries other than the US,
and some or all of their officers and directors may be residents of
countries other than the US. US Holders may not be able to sue a
non-US company or its officers or directors in a non-US court for
violations of US securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to
a US court's judgment.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, Al Mirqab or its nominees, or its
brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, Ordinary Shares outside
of the US, other than pursuant to the Acquisition, until the date
on which the Scheme becomes effective, lapses or is otherwise
withdrawn. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices.
Any information about such purchases will be disclosed as required
in the UK, will be reported to the Regulatory News Service of the
London Stock Exchange and will be available on the London Stock
Exchange website at
http://www.londonstockexchange.com/prices-and-markets/markets/prices.htm
Publication on website and hard copies
A copy of this announcement will be made available, subject
to certain restrictions relating to persons resident in Restricted
Jurisdictions, on Heritage's website at www.heritageoilplc.com by
no later than 12 noon (London time) on the business day following
this announcement. For the avoidance of doubt, the contents of the
above website are not incorporated and do not form part of this
announcement.
You may request a hard copy of this document and all
information incorporated into this document by reference to another
source by contacting the Shareholder Helpline on 0870 707 4040 (or,
from outside the United Kingdom, +44 (0)870 707 4040) or by
submitting a request in writing to Computershare Investor Services
(Jersey) Limited at Queensway House, Hilgrove Street, St. Helier,
JE1 1ES, Jersey, Channel Islands. Documents so requested will be
despatched within two Business Days. You may also request that all
future documents, announcements and information to be sent to you
in relation to the Acquisition should be in hard copy
form.
HeritagePaul AthertonTelephone: +44 (0) 1534 835
400HeritageRobert FaggTelephone: +44 (0) 1534 835
400info@heritageoilplc.comHeritage - Investor RelationsTanya
ClarkeTelephone: +44 (0) 20 7518 0838Heritage - Investor
RelationsClaire HarrisonTelephone: +44 (0) 20 7518
0827ir@heritageoilplc.comCanadaCathy HumeTelephone: +1 416 868 1079
x231cathy@chfir.comCanadaJeanny SoTelephone: +1 416 868 1079
x225jeanny@chfir.comJ.P. Morgan CazenoveFinancial Adviser and
Corporate Broker to HeritageBarry WeirTelephone: +44 (0) 20 7742
4000J.P. Morgan CazenoveFinancial Adviser and Corporate Broker to
HeritageJames TaylorTelephone: +44 (0) 20 7742 4000J.P. Morgan
CazenoveFinancial Adviser and Corporate Broker to HeritageJames
RobinsonTelephone: +44 (0) 20 7742 4000J.P. Morgan
CazenoveFinancial Adviser and Corporate Broker to HeritageJamie
RiddellTelephone: +44 (0) 20 7742 4000FTIPR Adviser to HeritageBen
BrewertonJohn WaplesTelephone: +44 (0)20 3727
1000heritageoil.sc@fticonsulting.comDeutsche BankFinancial Adviser
to Al MirqabCathal DeasyCharles WilkinsonChris RaffTelephone: +44
(0) 20 7545 8000QInvestFinancial Adviser to Al MirqabCaspar
WarreTelephone: +974 4405 6666
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