Melrose Resources PLC Scheme effective (3932O)
10 October 2012 - 10:50PM
UK Regulatory
TIDMMRS TIDMPCI
RNS Number : 3932O
Melrose Resources PLC
10 October 2012
PRESS RELEASE
10 October 2012
MELROSE RESOURCES PLC
Scheme effective
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
Scheme effective
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 Court
Order relating to the Scheme and the associated Reduction of
Capital together with a Statement of Capital have been delivered to
the Registrar of Companies today, 10 October 2012, and,
accordingly, the Scheme has now become effective in accordance with
its terms.
Upon the Scheme becoming effective, Robert Adair, James Agnew,
Ahmed Kebaili, Alan Parsley, Anthony Richmond-Watson and William
Wyatt have all resigned from their position as a director of
Melrose, whilst Brian O'Cathain and Tom Hickey have agreed to
become executive directors of Melrose.
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.
New Directors
In accordance with paragraph 9.6.13 (1) of the Listing Rules,
the following information is provided in relation to the new
directors of Melrose:
Brian O'Cathain
Mr O'Cathain is currently the Chief Executive Officer of
Petroceltic.
Tom Hickey
Mr Hickey is currently the Finance Director of Petroceltic and a
director of PetroNeft Resources Plc. He was formerly a director of
Tullow Oil Plc.
In respect of paragraphs 9.6.13 (2) to (6) of the Listing Rules,
there are no further details to disclose.
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.
Publication on website
Copies of this announcement and the Scheme Document 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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