TIDMVLRS
RNS Number : 3810S
Vallares PLC
18 November 2011
VALLARES PLC ("Vallares" or the "Company")
18 November 2011
For immediate release
Publication of Prospectus and Change of name to Genel Energy
plc
Vallares PLC is pleased to announce that its merger with Genel
Energy International Ltd ("Genel") which was announced on 7
September 2011, is expected to complete at 8.00 a.m. on Monday, 21
November 2011.
Vallares has today published a prospectus in respect of the
issue of new Voting Ordinary Shares in connection with the
acquisition (the "Prospectus"). Completion of that acquisition is
now unconditional save only for Admission (as defined below).
The Company is also pleased to announce that its proposed change
of name was overwhelmingly approved by shareholders at a general
meeting held earlier today, and will become effective at the same
time as Admission, following which the Company will be called Genel
Energy plc and will trade using the ticker symbol GENL.
The Prospectus sets out extensive details of Genel and its
subsidiaries' (the "Genel Group") assets, operations and plans for
future growth in the Kurdistan Region of Iraq, a region estimated
by the US Geological Survey to hold as yet undiscovered
hydrocarbons of approximately 40 billion barrels of oil and 60
trillion cubic feet of gas.
The Genel Group's net oil production for the first three
quarters of 2011 was 41,000 barrels a day, it has interests in six
exploration licences in the Kurdistan Region and estimated working
interest reserves and resources of 1.4 billion barrels of oil
equivalent, including proved and probable working interest reserves
of 356 million barrels of oil equivalent.
Commenting on the transaction, Tony Hayward, Chief Executive
Officer of the Company, said:
"We are delighted that the acquisition of Genel will complete on
Monday. The Genel Group is the largest oil producer in the
Kurdistan Region of Iraq, and we are excited about the prospect of
further developing the business in one of the last great oil and
gas frontiers.
Since announcing the intended merger in September, we are more
positive than ever about combining the businesses. The Genel Group
has excellent producing assets, an exciting exploration portfolio
and a highly experienced team. Our aim is to build a regional
E&P champion with our new colleagues from Genel and this merger
marks an important milestone in achieving our ambitions."
On completion of the acquisition of Genel, Vallares will issue a
total of 130,632,522 New Vallares Ordinary Shares, comprising
55,985,366 New Vallares Voting Ordinary Shares and 74,647,156 New
Vallares Suspended Voting Ordinary Shares.
Applications have been made to the Financial Services Authority
for 55,985,366 New Vallares Voting Ordinary Shares to be admitted
to the standard listing segment of the Official List and to the
London Stock Exchange for 55,985,366 New Vallares Voting Ordinary
Shares to be admitted to trading on the London Stock Exchange's
main market for listed securities (together, "Admission"). It is
expected that Admission will become effective, and that dealings
will commence, at 8.00 a.m. on Monday, 21 November 2011. On 7
September 2011, the Company announced that trading in its ordinary
shares on the main market of the London Stock Exchange had been
temporarily suspended. Following discussions with the Financial
Services Authority, the Company expects trading in its Voting
Ordinary Shares will be restored at the same time as Admission.
Following the completion of the acquisition of Genel, the total
number of Ordinary Shares in issue will be 261,265,044 (of which
186,617,888 will be Voting Ordinary Shares and 74,647,156 will be
Suspended Voting Ordinary Shares). Accordingly, for the purposes of
the Disclosure and Transparency Rules, the total voting rights
figure of 186,617,888 may be used by shareholders as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in, the voting rights of the Company, under the Disclosure
and Transparency Rules.
The Prospectus can be viewed on the Company's website
www.vallares.je. In accordance with the Listing Rules a copy of the
Prospectus and the special business resolution passed at the
general meeting have been submitted to the National Storage
Mechanism and will shortly be available for inspection at
www.Hemscott.com/nsm.do. Printed copies of the Prospectus will also
be available from the Company's registered office.
Capitalised terms not otherwise defined in this announcement
have the meanings given to them in the Prospectus.
Vallares will publish its interim results for the period ended
30 September 2011 on 30 November 2011.
For further information, please contact:
Vallares:
Julian Metherell, Chief Financial Officer +44 20 7518 8195
Natalie Fortescue, Investor Relations +44 20 7518 8194
Finsbury:
Edward Simpkins +44 20 7251 3801
Jenny Davey +44 20 7251 3801
This announcement has been issued by and is the sole
responsibility of the Company.
This announcement is an advertisement and not a prospectus and
you should not subscribe for or purchase any shares referred to in
this announcement except on the basis of information in the
Prospectus published by Vallares in connection with Admission as
more particularly described in the Prospectus. Copies of the
Prospectus are available for inspection at the Company's registered
office at 12 Castle Street, St. Helier, Jersey JE2 3RT.
This announcement does not constitute or form part of any offer
or invitation to purchase, otherwise acquire, issue, subscribe for,
sell or otherwise dispose of any securities, nor any solicitation
of any offer to purchase, otherwise acquire, issue, subscribe for,
sell or otherwise dispose of, any securities.
The securities of the Company referred to herein have not been
and will not be registered under the U.S. Securities Act of 1933,
as amended (the "Securities Act"), and may not be offered or sold
in the United States unless they are registered with the U.S.
Securities and Exchange Commission or an exemption from the
registration requirements of the Securities Act is available.
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law and therefore
persons in such jurisdictions into which this announcement is
released, published or distributed should inform themselves about
and observe such restrictions.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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