TIDMMRS TIDMPCI
RNS Number : 2869O
Melrose Resources PLC
09 October 2012
PRESS RELEASE
9 October 2012
MELROSE RESOURCES PLC
Court Sanction of the Scheme and confirmation of the Reduction
of Capital
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 SUCH JURISDICTION
Recommended merger
of
Melrose Resources plc
and
Petroceltic International plc
TO BE EFFECTED BY WAY OF A SCHEME OF ARRANGEMENT
UNDER PART 26 OF THE COMPANIES ACT 2006
Court Sanction of the Scheme and confirmation of the Reduction
of Capital
On 17 August 2012, Melrose Resources plc ("Melrose") and
Petroceltic International plc ("Petroceltic") announced that they
had reached agreement on the terms of a recommended merger to be
effected by means of a Court-sanctioned scheme of arrangement under
Part 26 of the Companies Act 2006 (the "Merger"). A Scheme Circular
containing, amongst other things, notices of the Court Meeting and
the General Meeting, details of the Scheme and the terms and
conditions of the Merger was posted to Melrose Shareholders on 24
August 2012.
The Directors of Melrose are pleased to announce that the High
Court of Justice in England and Wales has today, 9 October 2012,
made an order sanctioning the Scheme and confirming the Reduction
of Capital.
The Court Order relating to the Scheme and the associated
Reduction of Capital together with a Statement of Capital will
become effective on registration of the relevant court orders by
the Registrar of Companies. It is expected that the Court Orders
will be registered by the Registrar of Companies tomorrow, 10
October 2012, and accordingly, the Scheme will become effective on
that date.
Those Melrose Shareholders who were on the register of members
at the Reduction Record Time will be entitled to the Special
Dividend payment of 4.7 pence per Melrose Share that they hold,
which is to be paid within 14 days of the Effective Date.
Following an application by Melrose to the United Kingdom
Listing Authority and the London Stock Exchange, trading in Melrose
Shares on the Official List of the United Kingdom Listing Authority
and the main market of the London Stock Exchange was suspended at
8.00 a.m. (London time) on 8 October 2012. The FSA has issued a
supervisory notice confirming that the listing of the Melrose
Shares will be cancelled with effect from 8.00 a.m. (London time)
on 11 October 2012.
Readmission of the Enlarged Share Capital of Petroceltic to AIM
and ESM and crediting of the New Petroceltic Shares to CREST
accounts is expected to occur by 8.00 a.m. on 11 October 2012.
The latest date for despatch of share certificates in respect of
the New Petroceltic Shares due under the Scheme will be 24 October
2012.
A detailed timetable of events for the Scheme is set out on page
8 of the Scheme Circular dated 24 August 2012.
Unless the context otherwise requires, terms defined in the
Scheme Circular shall have the same meaning in this
announcement.
Enquiries:
Melrose Resources plc
David Thomas
Diane Fraser +44 (0)131 221
Alasdair Robinson (Company Secretary) 3360
Petroceltic International plc
Brian O'Cathain
Tom Hickey
Peter Dunne (Company Secretary) +353 (1) 421 8300
Lambert Energy Advisory (financial and Rule
3 adviser to Melrose)
Philip Lambert
Onursal Soyer +44 (0) 20 7491
Rod Batchelor 4473
N+1 Brewin (financial adviser to Melrose)
+44 (0)131 529
Nick Tulloch 0356
HSBC (financial adviser to Melrose)
Charles Packshaw +44 (0)20 7991
Abbas Merali 8888
Pelham Bell Pottinger
James Henderson +44 (0)20 7861
Rollo Crichton-Stuart 3232
BofA Merrill Lynch (financial adviser to Petroceltic)
Ashwin Punde
Anya Weaving +44 (0) 20 7628
Paul Frankfurt 1000
Davy (Nominated adviser and ESM adviser to
Petroceltic)
John Frain +353 (1) 679 6363
Paul Burke +353 (1) 679 7788
Murray Consultants
Joe Murray
Joe Heron +353 (1) 498 0300
Lambert Energy Advisory, which is authorised and regulated in
the United Kingdom by the FSA, is acting exclusively for Melrose
and for no one else in connection with the Merger and this
announcement and will not be responsible to anyone other than
Melrose for providing the protections afforded to clients of
Lambert Energy Advisory nor for providing advice in relation to the
Merger or this announcement or any matter referred to herein.
N+1 Brewin, which is authorised and regulated in the United
Kingdom by the FSA, is acting exclusively for Melrose and for no
one else in connection with the Merger and this announcement and
will not be responsible to anyone other than Melrose for providing
the protections afforded to clients of N+1 Brewin nor for providing
advice in relation to the Merger or this announcement or any matter
referred to herein.
HSBC, which is authorised and regulated in the United Kingdom by
the FSA, is acting exclusively for Melrose and for no one else in
connection with the Merger and this announcement and will not be
responsible to anyone other than Melrose for providing the
protections afforded to clients of HSBC nor for providing advice in
relation to the Merger or this announcement or any matter referred
to herein.
Merrill Lynch International ("BofA Merrill Lynch"), a subsidiary
of Bank of America Corporation, is acting exclusively for
Petroceltic in connection with the Merger and for no one else and
will not be responsible to anyone other than Petroceltic for
providing the protections afforded to its clients or for providing
advice in relation to the Merger.
Davy, which is authorised and regulated in Ireland by the
Central Bank of Ireland, is acting as nominated adviser and ESM
Adviser to Petroceltic under the AIM Rules and the ESM Rules
respectively and no one else in connection with the Merger and this
announcement and will not be responsible to anyone other than
Petroceltic for providing the protections afforded to clients of
Davy nor for providing advice in relation to the Merger or this
announcement or any matter referred to herein.
Overseas jurisdictions
The availability of the New Petroceltic Shares in, and the
release, publication or distribution of this announcement in or
into, jurisdictions other than the United Kingdom and Ireland may
be restricted by law and therefore persons into whose possession
this announcement comes who are not resident in the United Kingdom
or Ireland should inform themselves about, and observe, any
applicable restrictions. Melrose Shareholders and Petroceltic
Shareholders who are in any doubt regarding such matters should
consult an appropriate independent adviser in the relevant
jurisdiction without delay. Any failure to comply with 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 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.
Notes to US investors
Shareholders in the United States should note that the Merger
relates to the shares of an English company and is proposed to be
made by means of a scheme of arrangement provided for under, and
governed by, English law. Neither the proxy solicitation nor the
tender offer rules under the US Securities Exchange Act of 1934, as
amended, will apply to the Scheme. Moreover the Scheme will be
subject to the disclosure requirements and practices applicable in
the UK to schemes of arrangement, which differ from the disclosure
requirements of the US proxy solicitation rules and tender offer
rules. Financial information included in the Scheme Circular and
the Admission Document has been prepared in accordance with
accounting standards applicable in the UK and Ireland and 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.
Melrose is organised under the laws of England and Petroceltic
is organised under the laws of Ireland. All of the officers and
directors of Melrose and Petroceltic are residents of countries
other than the United States. It may not be possible to sue Melrose
and Petroceltic in a non-US court for violations of US securities
laws. It may be difficult to compel Melrose, Petroceltic and their
respective affiliates to subject themselves to the jurisdiction and
judgment of a US court.
Publication on website
Copies of this announcement and the Scheme Circular are
available free of charge, subject to certain restrictions relating
to persons resident in Restricted Jurisdictions, on the Melrose
website at www.melroseresources.com, up to and including the
Effective Date.
For the avoidance of doubt, the content of the website referred
to above is not incorporated into and does not form part of this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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