Encore Oil Plc : 18 November 2011 - Posting of Documents

Posted on: Friday, November 18, 2011

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.

18 November 2011

EnCore OIl plc

RECOMMENDED ACQUISITION OF ENCORE OIL PLC BY PREMIER OIL PLC

POSTING OF DOCUMENTS

On 5 October 2011, the boards of EnCore Oil plc ("EnCore") and Premier Oil plc ("Premier") announced that they had reached agreement on the terms of a recommended acquisition by Premier of the entire issued and to be issued share capital of EnCore (the "Acquisition") to be implemented by way of a Court-sanctioned scheme of arrangement of EnCore (the "Scheme").

The board of EnCore announces that it is today posting to EnCore Shareholders, and, for information only, to holders of options or awards under the EnCore Share Option Plans, a circular containing the terms of the Scheme, an explanatory statement pursuant to section 897 of the Companies Act 2006, notices of the required meetings, a timetable of principal events and details of the action to be taken by EnCore Shareholders (the "Scheme Document"), accompanied by a covering letter from the Chairman. A Prospectus (for which the EnCore Directors take no responsibility) which contains financial and other information on Premier and the New Premier Shares to be issued in connection with the Share Alternative will accompany the Scheme Document.

As described in the Scheme Document, to become effective the Scheme will require the approval of Scheme Shareholders at the Court Meeting and the passing of special resolutions at the General Meeting of EnCore. The Court Meeting and the General Meeting are scheduled to be held at Glaziers Hall, 9 Montague Close, London SE1 9DD on 12 December 2011 respectively at 11.00 a.m. and 11.10 a.m. (or as soon thereafter as the Court meeting is concluded or adjourned).

The Scheme will also require the subsequent sanction of the Court and confirmation of the associated reduction of capital by the Court. A full description of the required approvals and terms and conditions of the Scheme, together with the action to be taken by EnCore Shareholders and the persons entitled to vote at the above meetings, is set out in the Scheme Document. Subject to approval at the relevant meetings and the satisfaction or waiver (where permitted) of the other conditions set out in the Scheme Document, the Scheme is expected to become effective on 16 January 2012.

Expected timetable of principal events

Latest time for receipt of Blue Form of Proxy (or appointing proxies electronically) for the Court Meeting	11.00 a.m. on 8 December 2011
Latest time for receipt of White Form of Proxy (or appointing proxies electronically) for the General Meeting	11.10 a.m. on 8 December 2011
Scheme Voting Record Time	6.00 p.m. on 10 December 2011
EnCore Court Meeting	11.00 a.m. on 12 December 2011
EnCore General Meeting	11.10 a.m. on 12 December 2011
Court hearing to sanction the Scheme	11 January 2012
Latest time to elect for the Share Alternative, i.e. receipt of Form of Election or submission of a valid TTE instruction on CREST	1.00 p.m. on 11 January 2012
Latest time for withdrawal of Form of Election or submission of a valid TTE instruction on CREST	1.00 p.m. on 11 January 2012
Last day of dealings in, and for registration of transfers of, EnCore Shares	12 January 2012
Reduction Record Time	6.00 p.m. on 12 January 2012
Suspension of admission of, and dealings, settlement and transfers in, EnCore Shares	7.30 a.m. on 13 January 2012
Court hearing to confirm Reduction of Capital	13 January 2012
Effective Date of the Scheme	16 January 2012
Cancellation of admission of EnCore Shares to trading on AIM	by 8.00 a.m. on 17 January 2012
New Premier Shares issued, listed and credited to CREST accounts	by 8.00 a.m. on 17 January 2012
Commencement of dealings in New Premier Shares on the London Stock Exchange	by 8.00 a.m. on 17 January 2012
Latest date for despatch of cheques in respect of cash consideration and share certificates in respect of the New Premier Shares in relation to valid elections for the Share Alternative (as appropriate) due under the Scheme	by 30 January 2012
Long Stop Date	5.00 p.m. on 28 February 2012

Note: the dates and times given above are indicative only and are based on EnCore's current expectations and may be subject to change (including as a result of changes to Court times, the regulatory timetable and/or the process for settlement of the Scheme). If any of the times and/or dates above change, the revised times and/or dates will be notified to EnCore Shareholders by announcement through a Regulatory Information Service.

The Scheme Document and the Prospectus are available for inspection during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the offices of Dewey & LeBoeuf LLP, No. 1 Minster Court, Mincing Lane, London EC3R 7YL. In addition, the Scheme Document will be made available on EnCore's website (www.encoreoil.co.uk) and the Prospectus will be made available on Premier's website (www.premier-oil.com).

Enquiries:

EnCore Oil plc

Alan Booth                               [phone]

Eugene Whyms

Rothschild

Neeve Billis                              [phone]

David Hemmings

Cenkos Securities plc (NOMAD and Joint Broker to EnCore)

Jon Fitzpatrick                          [phone]

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. The Acquisition will be made solely pursuant to the terms of the Scheme Document, which contains the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document. The EnCore Directors make no recommendation in relation to the Share Alternative. EnCore Shareholders should consider whether New Premier Shares are a suitable investment in light of their own personal circumstances and are, therefore, strongly recommended to seek their own independent financial, tax and legal advice in light of their own particular circumstances and investment objectives before deciding whether to elect for the Share Alternative. Any decision to elect for the Share Alternative should be based on a full consideration of the Scheme Document and the Prospectus, including without limitation the detailed risk factors set out in the Prospectus. The EnCore Directors take no responsibility for the Prospectus.

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.

Dealing and Opening Position Disclosure Requirements

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any paper 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 paper 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 paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30p.m. (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper 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 one per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper 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 3.30p.m. (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 paper 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on [phone].

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