TIDMSMDR
RNS Number : 1151C
Salamander Energy PLC
14 January 2015
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 THAT JURISDICTION
FOR IMMEDIATE RELEASE
14 January 2015
RECOMMENDED ACQUISITION OF SALAMANDER ENERGY PLC ("SALAMANDER")
BY OPHIR ENERGY PLC ("OPHIR")
Posting of Scheme Document
On 24 November 2014, the boards of directors of Salamander and
Ophir announced that they had reached agreement on the terms of a
recommended acquisition by Ophir of the entire issued and to be
issued share capital of Salamander (the "Offer"), to be effected by
means of a Court-sanctioned scheme of arrangement under Part 26 of
the Companies Act 2006 (the "Scheme").
Salamander is today posting a circular (the "Scheme Document")
to the holders of shares in Salamander ("Salamander Shareholders"),
together with associated forms of proxy. The Scheme Document
contains notices convening a court meeting (the "Court Meeting")
and general meeting of Salamander Shareholders (the "Salamander
General Meeting") to allow Salamander Shareholders to vote on the
resolution required to approve and implement the Scheme. The Scheme
Document also contains, amongst other things, a letter from the
chairman of Salamander, the full terms and conditions of the
Scheme, a statutory explanatory statement, an expected timetable of
principal events, and details of the actions to be taken by
Salamander Shareholders.
The expected timetable of principal events is attached as an
appendix to this announcement. If any of the key dates set out in
the expected timetable change, an announcement will be made via a
Regulatory Information Service.
To become effective, the Scheme will need to be approved at the
Court Meeting and will require the passing of a special resolution
at the Salamander General Meeting, as described in the Scheme
Document. The Scheme is also subject to the satisfaction or, if
capable of waiver, waiver of the other conditions set out in Part 3
of the Scheme Document.
Notices for the Court Meeting and the Salamander General Meeting
are set out in the Scheme Document. The Court Meeting and the
Salamander General Meeting will both be held at the offices of
Clifford Chance LLP at 10 Upper Bank Street, London E14 5JJ on
Friday 6 February 2015. The Court Meeting will start at 1:00 p.m.
and the Salamander General Meeting will start at 1:15 p.m. (or as
soon thereafter as the Court Meeting has been concluded or
adjourned).
Holders of options and awards under the Salamander Share Plans
will be sent further details of the impact of the Scheme on their
options and awards (and any alternatives available to them) shortly
following this announcement.
A notice containing the options available to holders of
Salamander Convertible Bonds, including the recommendation of the
Salamander Directors, will be made available to holders of the
Salamander Convertible Bonds through the facilities of Euroclear
Bank S.A./N.V., Clearstream Banking, société anonyme.
It is anticipated that Ophir will shortly publish its prospectus
(the "Prospectus") relating to the new Ophir Shares to be issued to
Salamander Shareholders by Ophir in connection with the Offer and
will also publish a circular to its shareholders convening a
general meeting to vote on the resolutions required to approve and
implement the Offer (the "Ophir General Meeting"). The Ophir
General Meeting is anticipated to take place immediately prior to
the Court Meeting and the Salamander General Meeting.
Salamander Shareholders should carefully read the Scheme
Document and Prospectus (when available) in their entirety before
making a decision with respect to the Scheme.
The Scheme Document (and any information incorporated into it by
reference to another source) will be made available on Salamander's
website at www.salamander-energy.com and additional hard copies may
be requested by contacting Equiniti, at Equiniti Limited, Aspect
House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom
(or, should Salamander Shareholders prefer, in an envelope
addressed to FREEPOST RTHJ-CLLL-KBKU, Equiniti, Aspect House,
Spencer Road, Lancing, BN99 8LU) or between 8:30 a.m. and 5:30 p.m.
Monday to Friday (except UK public holidays) on 0871 384 2030 (UK
only calls cost 8p per minute (excluding VAT) plus network extras)
or +44 (0)121 415 7047 (if calling from overseas calls are charged
at standard overseas call rates) with an address to which the hard
copy may be sent. Different charges may apply to calls from mobile
telephones and calls may be recorded and randomly monitored for
security and training purposes.
Once published, the Prospectus will be available on Ophir's
website at www.ophir-energy.com and a hard copy can be requested in
accordance with the procedure set out above.
Terms and expressions used in this announcement shall, unless
defined herein or the context otherwise requires, have the same
meanings as given to them in the Scheme Document.
A copy of the Scheme Document will shortly be submitted to the
National Storage Mechanism and will be available for inspection at
http://www.morningstar.co.uk/uk/NSM.
Enquiries:
Salamander
James Menzies, Chief
Executive Officer
Nick Ingrassia, Corporate
Development Director
+44 20 7432 2680
Goldman Sachs International
(Lead Financial Adviser
to Salamander)
Andrew Fry, Managing
Director
Nimesh Khiroya, Managing
Director
+44 20 7774 1000
Jefferies Hoare Govett
(Corporate Broker to
Salamander)
Chris Zeal
Graham Hertrich
+44 20 7029 8000
Macquarie Capital (Europe)
Limited
(Rule 3 Adviser to Salamander)
Jon Fitzpatrick, Senior
Managing Director
Andrew Jones, Associate
Director
+44 20 3037 2000
Tulchan Communications
(Communications Adviser
to Salamander)
Martin Pengelley
Stephen Malthouse
+44 20 7353 4200
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities or any vote for approval in
any jurisdiction pursuant to the Offer or otherwise. The Offer is
being made solely by means of the Scheme Document, which contains
the full terms and conditions of the Offer, including details of
how to vote in respect of the Offer. Any decision in respect of, or
other response to, the Offer should be made only on the basis of
the information contained in the Scheme Document and the
Prospectus.
This announcement has been prepared for the purposes of
complying with English law and the City Code on Takeovers and
Mergers (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.
The distribution of this announcement in jurisdictions outside
the United Kingdom may be restricted by law and therefore persons
into whose possession this announcement comes should inform
themselves about, and observe, such restrictions. Any failure to
comply with the restrictions may constitute a violation of the
securities law of any such jurisdiction.
Goldman Sachs International, which is authorised by the
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the
United Kingdom, is acting exclusively for Salamander and no one
else in connection with the Offer and the other matters referred to
in this announcement, and will not be responsible to anyone other
than Salamander for providing the protections afforded to clients
of Goldman Sachs International or for providing advice in relation
to the Offer or in connection with the other matters referred to in
this announcement.
Jefferies Hoare Govett, a division of Jefferies International
Limited ("Jefferies"), which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively for Salamander and no one else in connection with the
Offer and the other matters referred to in this announcement, and
will not be responsible to anyone other than Salamander for
providing the protections afforded to clients of Jefferies, nor for
providing advice in relation to the Offer or in connection with the
other matters referred to in this announcement.
Macquarie Capital (Europe) Limited, which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom,
is acting exclusively for Salamander and no one else in connection
with the Offer and the other matters referred to in this
announcement, and will not be responsible to anyone other than
Salamander for providing the protections afforded to clients of
Macquarie Capital (Europe) Limited or for providing advice in
relation to the Offer or in connection with the other matters
referred to in this announcement.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange 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
securities exchange 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
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following
the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange 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 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange 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 securities exchange 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 3.30 pm (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
securities exchange 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. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on website
A copy of this announcement will be made available at
www.salamander-energy.com no later than 12:00 noon (London time) on
15 January 2015 (being the business day following the date of this
announcement) in accordance with Rule 30.4 of the Code. The content
of the website referred to in this announcement is not incorporated
into and does not form part of this announcement.
APPENDIX
Expected timetable of principal events(1)
Event Time/date
Latest time for lodging
Forms of Proxy for the:
Court Meeting (BLUE Form 1:00 p.m. on Wednesday
of Proxy) 4 February 2015(2)
Salamander General Meeting 1:15 p.m. on Wednesday
(WHITE Form of Proxy) 4 February 2015(3)
Voting Record Time 6:00 p.m. on Wednesday
4 February 2015(4)
Ophir General Meeting 11:00 a.m. on Friday
6 February 2015(5)
Court Meeting 1:00 p.m. on Friday
6 February 2015
Salamander General Meeting 1:15 p.m. on Friday
6 February 2015(6)
Certain of the following
dates are also subject to
change (please see Note
(1) below):
First Court Hearing to sanction Wednesday 25 February
the Scheme 2015
Last day of dealings in, Friday 27 February
and for registration of 2015(1)
transfer of, and disablement
in CREST of, Salamander
Shares
Scheme Record Time 6:00 p.m. on Friday
27 February 2015(1)
Suspension of listing and 7:30 a.m. on Monday
dealing in Salamander Shares 2 March 2015(1)
Second Court Hearing to Monday 2 March 2015(1)
confirm the Capital Reduction
Scheme Effective Date Monday 2 March 2015(1)
De--listing of Salamander by no later than 8:00
Shares a.m. on
Tuesday 3 March 2015(1)
Issue of New Ophir Shares by no later than 8:00
a.m. on
Tuesday 3 March 2015(1)
Crediting of New Ophir Shares by no later than 8:00
to CREST accounts a.m. on
Tuesday 3 March 2015(1)
Commencement of dealings by no later than 8:00
in New Ophir Shares a.m. on
Tuesday 3 March 2015(1)
Latest date for despatch Tuesday 17 March 2015(1)
of cheques in respect of
cash consideration (where
relevant), share certificates
in respect of New Ophir
Shares and for settlement
of cash consideration (where
relevant) through CREST
or other form of payment
Long Stop Date 11:59 p.m. on Tuesday
30 June 2015(7)
The Court Meeting and the Salamander General
Meeting will each be held at the offices of
Clifford Chance LLP at 10 Upper Bank Street,
London E14 5JJ.
(1) These times and dates are indicative only and will depend,
among other things, on the date upon which the Court sanctions the
Scheme and confirms the Capital Reduction and the date on which the
Conditions are satisfied or, if capable of waiver, waived. The
timetable is also dependent on whether the Court Order(s)
sanctioning the Scheme and confirming the Capital Reduction and, in
relation to the Capital Reduction, the statement of capital are
delivered to the Registrar of Companies. Salamander will give
notice of the change(s) by issuing an announcement through a
Regulatory Information Service and, if required by the Takeover
Panel, post notice of the change(s) to Salamander Shareholders and
persons with information rights.
(2) It is requested that BLUE Forms of Proxy for the Court
Meeting be lodged before 1:00 p.m. on Wednesday 4 February 2015 or,
if the Court Meeting is adjourned, not later than 48 hours before
the time appointed for the holding of the adjourned meeting.
However, BLUE Forms of Proxy not so lodged may be handed to
representatives of Equiniti (on behalf of the chairman of the Court
Meeting) at the commencement of the Court Meeting.
(3) WHITE Forms of Proxy for the Salamander General Meeting must
be lodged before 1:15 p.m. on Wednesday 4 February 2015 in order
for it to be valid or, if the Salamander General Meeting is
adjourned, not later than 48 hours (excluding any part of a day
that is not a working day) before the time appointed for the
holding of the adjourned meeting. WHITE Forms of Proxy cannot be
handed to representatives of Equiniti or the chairman of the
Salamander General Meeting at that meeting.
(4) If either of the Salamander Meetings is adjourned, the
Voting Record Time for the relevant adjourned meeting will be 6:00
p.m. on the date two calendar days before the date set for the
adjourned meeting.
(5) The Ophir General Meeting will be convened pursuant to the
Ophir Shareholder Circular, which is expected to be issued by Ophir
shortly after the date of the Scheme Document.
(6) Or as soon thereafter as the Court Meeting has concluded or been adjourned.
(7) This date may be extended to such date as Salamander and
Ophir may agree and, if required, the Takeover Panel and the Court
may allow.
All references in this announcement to times are to times in
London (unless otherwise stated).
This information is provided by RNS
The company news service from the London Stock Exchange
END
DOCGLGDBIUBBGUS
Salamander Energy (LSE:SMDR)
Historical Stock Chart
From Jul 2024 to Aug 2024
Salamander Energy (LSE:SMDR)
Historical Stock Chart
From Aug 2023 to Aug 2024