Posted on: Friday, January 13, 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.
13 January 2012
EnCore OIl plc
RECOMMENDED ACQUISITION OF ENCORE OIL PLC BY PREMIER
OIL PLC
reduction of capital
EnCore Oil plc ("EnCore" or the
"Company") announces that today, at the second of
two court hearings, the Court has made an order confirming
the reduction of capital associated with the scheme of
arrangement (the "Scheme") under Part 26 of the
Companies Act 2006 to effect the proposed acquisition by
Premier Oil plc ("Premier") of the entire issued
and to be issued share capital of the Company (the
"Acquisition").
The Scheme and Reduction of Capital will become effective on
delivery of the Reduction Court Order made at the Reduction
of Capital Hearing to the Registrar of Companies (the Scheme
Court Order having been delivered to the Registrar on
Wednesday 11 January). It is expected that the Reduction
Court Order will be delivered to the Registrar of Companies
on Monday 16 January 2012, and accordingly, the Scheme will
become effective on that date.
Next Steps
EnCore has made an application to the London Stock Exchange
for the cancellation of the admission to trading of EnCore
Shares on AIM to be effective at or about 8.00 a.m. on 17
January 2012.
It is expected that the listing of the New Premier Shares on
the Official List and the admission of the New Premier Shares
to trading on the London Stock Exchange's main market for
listed securities will also take effect at or about 8.00 a.m.
on 17 January 2012.
Other
Terms and expressions in this announcement shall, unless the
context otherwise requires, have the same meanings as given
to them in the Scheme Document sent to shareholders in
relation to the Scheme dated 18 November 2011.
All times referred to in this announcement are references to
London time.
EnCore Oil plc
Alan Booth+44 (0)20 7224 4546
Eugene Whyms
Rothschild
Neeve Billis+44 (0)20 7280 5000
David Hemmings
Cenkos Securities plc (NOMAD and Joint Broker to EnCore)
Jon Fitzpatrick+44 (0)20 7397 1951
Ken Fleming
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.
This announcement does not constitute a prospectus or
prospectus equivalent document.
The release, publication or distribution of this
announcement in jurisdictions other than the United Kingdom
may be restricted by the laws of those jurisdictions, and
therefore persons into whose possession this announcement
comes should inform themselves about and observe any such
restrictions. Failure to comply with any 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 City Code on Takeovers and
Mergers ("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 and regulations of any jurisdiction outside of
England.
N M Rothschild & Sons Limited ("Rothschild"),
which is authorised and regulated in the UK by the FSA, is
acting exclusively for EnCore and no one else in connection
with the Acquisition and will not be responsible to anyone
other than EnCore for providing the protections afforded to
clients of Rothschild or for providing advice in relation to
the Acquisition or any other matters referred to in this
announcement.
Cenkos Securities plc ("Cenkos"), which is
authorised and regulated in the UK by the FSA, is acting
exclusively as Nominated Adviser and Joint Broker to EnCore
and no one else in connection with the above and will not be
responsible to anyone other than EnCore for providing the
protections afforded to clients of Cenkos, or for providing
advice in relation to the matters referred to in this
announcement.
Notice to US investorsin EnCore: This
announcement does not constitute or form part of any offer or
invitation to purchase, otherwise acquire, subscribe for,
sell, otherwise dispose of or issue, or any solicitation of
any offer to sell, otherwise dispose of, issue, purchase,
otherwise acquire or subscribe for any security, including
the EnCore Shares, in the United States, nor should any part
of it nor the fact of its distribution form part of or be
relied on in connection with any contract or investment
decision relating thereto.
The Acquisition relates to the shares of a UK company
and is proposed to be made by means of a scheme of
arrangement provided for under the laws of England and
Wales. The Acquisition is subject to the
disclosure requirements and practices applicable in the
United Kingdom to schemes of arrangement, which differ from
the disclosure and other requirements of US securities
laws. Financial information included in the relevant
documentation will have been prepared in accordance with
accounting standards applicable in the United Kingdom that
may not be comparable to the financial statements of US
companies.
The New Premier Shares, which will be issued in
connection with the Acquisition, have not been, will not be,
and are not required to be registered under the US Securities
Act of 1933, as amended ("US Securities Act")
or under the securities law of any state or other
jurisdiction of the United States. The New Premier Shares may
not be offered, sold, delivered or transferred in the United
States absent registration under the US Securities Act or
pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the US
Securities Act. It is expected that the New Premier
Shares will be issued in reliance upon the exemption from the
registration requirements of the US Securities Act provided
by Section 3(a)(10) thereof and only to the extent that
corresponding exemptions from the registration or
qualification requirements of state "blue sky"
securities laws are available. Under applicable US securities
laws, persons (whether or not US persons) who are or will be
"affiliates" (for the purposes of the US Securities
Act) of EnCore or Premier prior to, or of Premier after, the
Effective Date will be subject to certain transfer
restrictions relating to the New Premier Shares received in
connection with the Acquisition.
Publication on EnCore Website
A copy of this announcement will be available free of
charge, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, for inspection on
EnCore's website at www.encoreoil.co.uk.
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