TIDMFTO
RNS Number : 1424A
Fortune Oil PLC
18 December 2014
Not for release, publication or distribution, in whole or in
part, in or into or from any restricted jurisdictions or any other
JURISDICTION where to do so would constitute a violation of the
relevant laws of such jurisdiction
For immediate release
18 December 2014
Recommended Acquisition
of
FORTUNE OIL PLC
resulting in the holding by
FORTUNE DYNASTY HOLDINGS LIMITED
(a company that is owned by (i) a member of the
Vitol Group and (ii) First Level Holdings Limited)
of the entire issued and to be issued ordinary share capital
of
Fortune Oil not already held by the Consortium to be effected by
a scheme of arrangement
under Part 26 of the Companies Act 2006
Summary
-- The Fortune Dynasty Board and the Independent Fortune Oil
Directors are pleased to announce that they have reached agreement
on the terms of a unanimously recommended acquisition to be made by
Fortune Dynasty for the entire issued and to be issued ordinary
share capital of Fortune Oil that is not already owned by the
Consortium. The Consortium currently holds, directly or indirectly,
1,472,383,697 Fortune Oil Shares, representing approximately 56.91
per cent. of the issued ordinary share capital of Fortune Oil. It
is anticipated that the Acquisition will be implemented by way of a
Court-sanctioned scheme of arrangement of Fortune Oil under Part 26
of the Act.
-- Fortune Dynasty is a limited liability company incorporated
in the British Virgin Islands that is owned (i) 55per cent. by
First Level (a company owned by Daniel Chiu and Dennis Chiu, each
being a Fortune Oil Director) and (ii) 45 per cent. by Vitol
Bermuda.
-- Under the terms of the Acquisition, which is subject to the
Conditions and further terms set out in Appendix I to this
Announcement, if the Scheme becomes Effective those Scheme
Shareholders on the register of members of Fortune Oil at the
Scheme Record Time will receive:
for each Fortune Oil Share: 10 pence in cash; and
a contingent entitlement to a
further 5 pence in cash or Loan
Note(s) by way of a contingent
value right (a CVR)
(Note: Restricted Overseas Shareholders will not be entitled to
receive a CVR due to applicable securities laws restrictions)
-- The Acquisition, excluding the CVRs, values the entire issued
and to be issued share capital of Fortune Oil at approximately
GBP259 million.
-- The Acquisition, including the CVRs, values the entire issued
and to be issued share capital of Fortune Oil at approximately
GBP388 million.
-- The Acquisition represents an immediate cash premium,
excluding the CVRs, of approximately:
o 58.5 per cent. over the Closing Price of 6.31 pence per
Fortune Oil Share on 17 December 2014, being the last practicable
day before the date of this Announcement;
o 42.0 per cent. over the average Closing Price per Fortune Oil
Share for the one (1) month period immediately preceding 17
December 2014, being the last practicable day before the date of
this Announcement; and
o 29.6 per cent. over the average Closing Price per Fortune Oil
Share for the three (3) months immediately preceding 17 December
2014, being the last practicable day before the date of this
Announcement.
-- Pursuant to the terms of the Acquisition, holders of Scheme
Shares on the register of members of Fortune Oil at the Scheme
Record Time (other than Restricted Overseas Shareholders) will
receive one CVR for each Scheme Share that they hold. The CVR is
intended to enable Scheme Shareholders (other than Restricted
Overseas Shareholders) to share in the proceeds of any sale by the
Fortune Oil Group and China Gas Group of a material proportion of
their current holding of China Gas Holdings Shares within 12 months
of the Effective Date, if certain conditions and thresholds are
met. Each CVR will provide Scheme Shareholders (other than
Restricted Overseas Shareholders) with a contingent right to
receive 5 pence in either cash (subject to any applicable
deductions or withholdings) or, if they so elect, Loan Note(s)
(subject to applicable securities laws), in each case subject to
and in accordance with the terms and conditions of the CVR Deed
Poll. The CVRs are complex instruments and a number of factors will
determine whether any amount will actually be paid to Scheme
Shareholders (other than Restricted Overseas Shareholders) by way
of the CVRs. No interest is payable in respect of the CVRs or the
Loan Notes. Further details in respect of the CVRs will be
contained in the Scheme Document.
-- Applicable securities laws may prevent the issue and/or
holding of CVRs in certain jurisdictions (other than the United
Kingdom). Accordingly, the entitlement to receive a CVR will not be
extended to Scheme Shareholders who are Restricted Overseas
Shareholders.
-- The Independent Fortune Oil Directors, who have been so
advised by VSA Capital, consider the terms of the Acquisition to be
fair and reasonable.
-- In providing advice to the Independent Fortune Oil Directors,
VSA Capital has taken into account the commercial assessments of
the Independent Fortune Oil Directors. Accordingly, the Independent
Fortune Oil Directors have unanimously and without qualification
determined to recommend that:
o Scheme Shareholders vote (or procure votes) in favour of the
Scheme at the Court Meeting and Fortune Oil Shareholders vote or
procure votes in favour of the Resolutions at the General Meeting;
or
o in the event that the Acquisition is implemented by way of an
Offer, Fortune Oil Shareholders (excluding the holders of the
Excluded Fortune Oil Shares) accept (or procure acceptances of) the
Offer.
-- It is intended that the Acquisition will be implemented by
means of a scheme of arrangement under Part 26 of the Act (or, if
Fortune Dynasty elects and the Takeover Panel consents, an Offer).
The Acquisition is conditional on, among other things, (i) the
approval of Scheme Shareholders at the Court Meeting and the
passing of the Resolutions relating to the Acquisition (including
the Capital Reduction) at the General Meeting and (ii) the sanction
of the Court.
-- In the event that the Acquisition is to be implemented by way
of an Offer, the Fortune Oil Shares (other than holders of the
Excluded Fortune Oil Shares) will be acquired pursuant to an Offer
fully paid and free from all liens, charges, equitable interests,
encumbrances and rights of pre-emption and any other interests of
any nature whatsoever and together with all rights attaching
thereto.
-- Fortune Dynasty has received irrevocable undertakings to vote
in favour of the Scheme at the Court Meeting and the Resolutions
relating to the Acquisition (including the Capital Reduction) at
the General Meeting (or in the event that the Acquisition is
implemented by way of an Offer, to accept the Offer) from Frank
Attwood and Tian Jun (the only Independent Directors who hold
Fortune Oil Shares) in respect of their own beneficial holdings of
Fortune Oil Shares amounting, in aggregate, to 3,693,220 Fortune
Oil Shares, representing approximately 0.14 per cent. of the issued
ordinary share capital of Fortune Oil and 0.33 per cent. of the
Scheme Shares held by the Scheme Shareholders entitled to vote at
the Court Meeting), in each case at 17 December 2014 (being the
last practicable day before the date of this Announcement). Further
details of these Irrevocable Undertakings are set out in Appendix
II to this Announcement.
-- Further details of the Acquisition will be contained in the
Scheme Document that will be posted to Fortune Oil Shareholders
along with notice of the Court Meeting and General Meeting, the
Forms of Proxy and the Form of Election as soon as practicable. It
is currently anticipated that the Scheme Document will be posted to
Fortune Oil Shareholders shortly following 14 January 2015 (the
Takeover Panel having consented to a short extension to the usual
28 day period for posting of a scheme document following the
announcement of a firm intention to make an offer under the
Takeover Code, to accommodate Court availability in the period
following the date of this Announcement).
-- It is expected that the Scheme will become Effective in March
2015, subject to the satisfaction or waiver of the Conditions and
further terms set out in Appendix I to this Announcement.
Commenting on the Acquisition, Daniel Chiu, Chairman of Fortune
Dynasty said:
"In recent years, Fortune Oil has struggled to gain sufficient
interest from investors to maintain a reasonable level of active
trading in its shares. This has resulted in a disappointing
performance for many shareholders, including myself. Since the
disposal of the natural gas business in 2013, the divergence of
interests amongst Fortune Oil shareholders has become increasingly
apparent. Together with my consortium partners in Fortune Dynasty,
we believe a cash offer at a substantial premium to the current
share price is the best means of resolving these divergent
interests, and provide a means for all shareholders to realise
value for their shares in cash."
Commenting on the Acquisition, Qian Benyuan, Chairman of Fortune
Oil said:
"We are pleased to announce a recommended offer for Fortune Oil
plc. The Independent Directors have sought to obtain a fair and
reasonable offer on behalf of, and in the best interests of, all
Fortune Oil Shareholders. We believe that the offer by way of a
scheme of arrangement represents an attractive outcome for Fortune
Oil Shareholders and we unanimously support the Scheme and are all
hopeful that the Scheme will be passed by Fortune Oil Shareholders
successfully."
Enquiries
Standard Chartered Bank:
(Financial Adviser to Fortune Dynasty)
David Harvey-Evers Tel: +44 (0)207 885 9999
Fortune Oil:
Frank Attwood Tel: +44 (0)207 096 9580
VSA Capital Limited:
(Financial Adviser to Fortune Oil)
Andrew Raca Tel: +44 (0)203 005 5000
Justin McKeegan Tel: +44 (0)203 005 5000
This summary should be read in conjunction with the full text of
the following Announcement and its appendices.
The Conditions to, and certain further terms of, the Acquisition
are set out in Appendix I to this Announcement. Details of
undertakings received by Fortune Dynasty are set out in Appendix II
to this Announcement. The sources and bases for certain financial
information contained in this Announcement are set out in Appendix
III to this Announcement. Terms used in this Announcement
(including this summary) have the meanings attributed to them in
Appendix IV.
Important disclaimers (including in relation to securities law
restrictions)
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 (or, if applicable,
the Offer Document), which will contain 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 (or, if
applicable, the Offer Document).
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe any applicable requirements. This Announcement
has been prepared for the purpose of complying with English law and
the Takeover 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.
No person has been authorised to make any representations on
behalf of Fortune Oil or Fortune Dynasty concerning the Scheme or
the Acquisition which are inconsistent with the statements
contained herein, and any such representations, if made, may not be
relied upon as having been so authorised.
Copies of this Announcement and any formal documentation
relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction and persons
receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send
them in or into or from any Restricted Jurisdiction.
Any failure to comply with the applicable restrictions may
constitute a violation of the securities laws of any such
jurisdiction and, to the fullest extent permitted by applicable
law, Fortune Oil and Fortune Dynasty disclaim any responsibility or
liability for the violation of such restrictions by any person.
No person should construe the contents of this Announcement as
legal, financial or tax advice and any interested person should
consult its own advisers in connection with such matters.
Notice to US investors
The Acquisition relates to the shares of an English company that
is not registered under the Exchange Act and is being made by means
of a scheme of arrangement provided for under English company law.
A transaction effected by means of a scheme of arrangement is not
subject to the tender offer rules or the proxy solicitation rules
under the Exchange Act. Accordingly, the Acquisition is subject to
the disclosure requirements and practices applicable in the United
Kingdom to schemes of arrangement which differ from the disclosure
requirements in the United States tender offer and proxy
solicitation rules under the Exchange Act. Financial information
included (or incorporated by reference) in this Announcement and
the Scheme Document in relation to Fortune Oil has been or will
have been prepared in accordance with accounting standards
applicable in the United Kingdom that may not be comparable to
financial information of US companies or companies whose financial
statements are prepared in accordance with generally accepted
accounting principles in the United States. It may be difficult for
US holders of Fortune Oil Shares to enforce their rights and any
claim arising out of US federal laws, since Fortune Oil, Fortune
Dynasty and most of the Consortium are located in a non-US
jurisdiction and some or all of their officers and directors may be
resident in a non-US jurisdiction. US holders of Fortune Oil Shares
may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of the US securities
laws. Further, it may be difficult to compel a non-US company and
its affiliates to subject themselves to a US court's judgement. If
Fortune Dynasty exercises its right to implement the Acquisition by
way of an Offer, such offer will be made in compliance with
applicable US laws and regulations.
No registration statement will be filed with the SEC or any
state securities regulators in the US in connection with the
Acquisition, and the Loan Notes to be issued pursuant to the terms
of the Class I CVRs will not be registered under the US Securities
Act.
Neither the SEC, nor any US state securities commission or any
other regulatory authority, has passed upon, or endorsed the merits
of, or approved or disapproved of the Loan Notes to be issued in
connection with the Acquisition, or determined if this Announcement
is accurate or adequate. Any representation to the contrary is a
criminal offence in the US.
Fortune Dynasty Financial adviser
Standard Chartered Bank, who is (i) authorised in the United
Kingdom by the Prudential Regulation Authority, and (ii) regulated
in the United Kingdom by the Financial Conduct Authority and the
Prudential Regulation Authority, is acting for Fortune Dynasty and
for no one else in connection with the matters set out in this
Announcement and the Acquisition and will not be responsible to
anyone other than Fortune Dynasty for providing the protections
afforded to clients of Standard Chartered Bank nor for providing
advice in relation to the Acquisition or any matters set out in
this Announcement. Neither Standard Chartered Bank nor any of its
subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Standard Chartered Bank in connection
with this Announcement, any statement contained herein or
otherwise.
Fortune Oil Financial adviser
VSA Capital Limited, who is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser to the Independent Fortune Oil
Directors and no one else in connection with the matters set out in
this Announcement and the Acquisition and will not be responsible
to anyone other than Independent Fortune Oil Directors for
providing the protections afforded to clients of VSA Capital
Limited nor for providing advice in relation to the Acquisition or
any matters set out in this Announcement. Neither VSA Capital
Limited nor any of its subsidiaries, branches or affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of VSA Capital Limited
in connection with the Acquisition.
Forward Looking Statements
This Announcement contains certain forward-looking statements
with respect to the financial condition, results of operations and
business of Fortune Oil and certain plans and objectives of Fortune
Dynasty with respect thereto. These forward-looking statements can
be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements often use
words such as 'anticipate', 'target', 'expect', 'estimate',
'intend', 'plan', 'goal', 'believe', 'hope', 'aims', 'continue',
'will', 'may', 'should', 'would', 'could' or other words of similar
meaning. These statements are based on assumptions and assessments
made by Fortune Oil and/or Fortune Dynasty in light of their
experience and their perception of historical trends, current
conditions, future developments and other factors they believe
appropriate. By their nature, forward-looking statements involve
risk and uncertainty because they relate to events and depend on
circumstances that will occur in the future. The factors described
in the context of such forward-looking statements in this
Announcement could cause actual results and developments to differ
materially from those expressed in or implied by such
forward-looking statements. Although it is believed that the
expectations reflected in such forward-looking statements are
reasonable, no assurance can be given that such expectations will
prove to have been correct and persons reading this Announcement
are therefore cautioned not to place undue reliance on these
forward-looking statements which speak only as at the date of this
Announcement. Neither Fortune Oil nor Fortune Dynasty assumes any
obligation to update or correct the information contained in this
Announcement (whether as a result of new information, future events
or otherwise), except as required by applicable law.
There are several factors which could cause actual results to
differ materially from those expressed or implied in
forward-looking statements. Among such factors are changes in the
global, political, economic, business, competitive, market and
regulatory forces, future exchange and interest rates, changes in
tax rates and future business combinations or disposals.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per ordinary share for Fortune Oil for the current or
future financial years would necessarily match or exceed the
historical published earnings or earnings per ordinary share for
Fortune Oil.
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 p.m. on the 10th business day following the commencement of
the offer period and, if appropriate, by no later than 3.30 p.m. 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 p.m. 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 Takeover 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.
Right to switch to an Offer
Fortune Dynasty reserves the right to elect (with the consent of
the Takeover Panel) to implement the Acquisition by way of an Offer
for the entire issued and to be issued ordinary share capital of
Fortune Oil as an alternative to the Scheme. In such an event, the
Offer will be implemented on the same terms (subject to appropriate
amendments), so far as applicable, as those which would apply to
the Scheme and subject to the amendment referred to in Appendix I
to this Announcement.
Publication on Website
In accordance with Rule 26.1 of the Takeover Code, a copy of
this Announcement will be made available (subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, at www.fortune-oil.com and
www.fdynasty.com by no later than 12 noon on 19 December 2014.
Neither the content of the websites nor the content of any other
website accessible from hyperlinks on such websites is incorporated
into, or forms part of, this Announcement.
Not for release, publication or distribution, in whole or in
part, in or into or from any restricted jurisdictions or any other
JURISDICTION where to do so would constitute a violation of the
relevant laws of such jurisdiction
18 December 2014
Recommended Acquisition
of
FORTUNE OIL PLC
resulting in the holding by
FORTUNE DYNASTY HOLDINGS LIMITED
(a company that is owned by (i) a member of the
Vitol Group and (ii) First Level Holdings Limited)
of the entire issued and to be issued ordinary share capital
of
Fortune Oil not already held by the Consortium
to be effected by a scheme of arrangement
under Part 26 of the Companies Act 2006
1. Introduction
The Fortune Dynasty Board and the Independent Fortune Oil
Directors are pleased to announce that they have reached agreement
on the terms of a unanimously recommended acquisition to be made by
Fortune Dynasty for the entire issued and to be issued ordinary
share capital of Fortune Oil that is not already owned by the
Consortium. The Consortium currently holds, directly or indirectly,
1,472,383,697 Fortune Oil Shares, representing approximately 56.91
per cent. of the issued ordinary share capital of Fortune Oil. It
is anticipated that the Acquisition will be implemented by way of a
Court-sanctioned scheme of arrangement of Fortune Oil under Part 26
of the Act. The Conditions to and further terms of the Acquisition
are set out in full in Appendix I to this Announcement.
2. Summary of the terms of the Acquisition
The Acquisition will be on the terms and subject to the
Conditions set out in Appendix I to this Announcement and to be set
out in the Scheme Document.
Under the terms of the Acquisition, if the Scheme becomes
Effective those holders of Scheme Shares on the register of members
of Fortune Oil at the Scheme Record Time will receive:
for each Fortune Oil Share: 10 pence in cash; and
a contingent entitlement to a
further 5 pence in cash or Loan
Note(s) by way of a contingent
value right (a CVR)
(Note: Restricted Overseas Shareholders will not be entitled to
receive a CVR due to applicable securities laws restrictions)
The Acquisition, excluding the CVRs, values the entire issued
and to be issued share capital of Fortune Oil at approximately
GBP259 million.
The Acquisition, including the CVRs, values the entire issued
and to be issued share capital of Fortune Oil at approximately
GBP388 million.
The Acquisition represents an immediate cash premium, excluding
the CVRs, of approximately:
-- 58.5 per cent. over the Closing Price of 6.31 pence per
Fortune Oil Share on 17 December 2014, being the last practicable
date before this Announcement;
-- 42.0 per cent. over the average Closing Price per Fortune Oil
Share for the one (1) month period immediately preceding 17
December 2014, being the last practicable day before the date of
this Announcement; and
-- 29.6 per cent. over the average Closing Price per Fortune Oil
Share for the three (3) months immediately preceding 17 December
2014, being the last practicable day before the date of this
Announcement.
The Scheme Shares will be acquired by Fortune Dynasty fully paid
and free from all liens, equitable interests, charges,
encumbrances, rights of pre-emption and any other third party
rights or interests whatsoever and together with all rights
existing at the date of this Announcement or thereafter attaching
thereto, including (without limitation) the right to receive and
retain, in full, all dividends and other distributions (if any)
declared, made or paid or any other return of capital (whether by
way of reduction of share capital or share premium account or
otherwise) made on or after the date of this Announcement in
respect of the Scheme Shares.
If any dividend or other distribution in respect of the Scheme
Shares is declared, paid or made on or after the date of this
Announcement, Fortune Dynasty reserves the right to reduce the
consideration payable for each Scheme Share under the terms of the
Acquisition by the amount per Scheme Share of such dividend or
distribution.
3. CVRs and Loan Notes
3.1 CVRs
Pursuant to the terms of the Acquisition, Scheme Shareholders
(other than Restricted Overseas Shareholders) will receive one CVR
for each Scheme Share that they hold. The CVRs are intended to
enable Scheme Shareholders (other than Restricted Overseas
Shareholders) to share in the proceeds of a sale by the Fortune Oil
Group and China Gas Group of a material proportion of their current
holding of China Gas Holdings Shares in the 12 month period
following the Effective Date, if certain conditions and thresholds
are met.
Each CVR will provide Scheme Shareholders (other than Restricted
Overseas Shareholders) with a contingent right to receive 5 pence
in either cash (the CVR Cash Amount) (subject to any applicable
deductions or withholdings) or, if they so elect, Loan Note(s)
(subject to applicable securities laws) (the CVR Consideration), in
each case subject to and in accordance with the terms and
conditions of the CVR Deed Poll.
The CVR Consideration will be paid or issued (as the case may
be) to CVR Holders, subject to the terms of the CVR Deed Poll, if
both of the following conditions are satisfied prior to the expiry
of the 12 month period following the Effective Date (such period
the CVR Term):
(a) the Fortune Oil Group and China Gas Group shall, during the
CVR Term, have sold to a CVR Third Party, solely for cash, an
aggregate number of the China Gas Holdings Shares exceeding
199,385,362 China Gas Holdings Shares (representing in excess of 35
per cent. of all of the Fortune Oil Group's direct and indirect
interests in the China Gas Holdings Shares at the date of this
Announcement); and
(b) the volume-weighted average per share price of all China Gas
Holdings Shares sold by the Fortune Oil Group and China Gas Group
to a CVR Third Party, solely for cash, during the CVR Term shall be
in excess of HK$11.
The CVRs will be an obligation of Fortune Dynasty pursuant to
the CVR Deed Poll.
Scheme Shareholders (other than Restricted Overseas
Shareholders) will be entitled to make an election to receive Class
I CVRs. Each Class I CVR will entitle the Class I CVR Holder to
receive Loan Note(s) (subject to applicable securities laws), in an
amount equal to the CVR Cash Amount, the principal of which will be
redeemable in cash on the redemption date. Each Class II CVR will
entitle the Class II CVR Holder to receive further cash, in an
amount equal to the CVR Cash Amount.
The CVRs will be non-transferable other than to certain
permitted transferees and no application will be made for the CVRs
to be listed or dealt in on any stock exchange. The CVRs will be
governed by English law and will not be represented by any
certificate or other evidence of title. No interest is payable in
respect of the CVRs.
The Loan Notes will not be issued to US Persons or persons
located in the United States. Accordingly, such US investors will
only have the option to take Class II CVRs.
Under the laws of Hong Kong it is an offence to issue an
invitation to acquire CVRs absent authorisation by the Securities
and Futures Commission of Hong Kong or the invitation falling
within an exemption in the Securities and Futures Ordinance
(Chapter 571 of the Laws of Hong Kong), including the exemption for
invitations to "professional investors" as defined in that
Ordinance. Accordingly, Restricted Overseas Shareholders with
registered addresses in Hong Kong are not entitled to the CVRs
unless Fortune Dynasty is able to establish to its satisfaction
that they are such "professional investors". If the laws of any
other relevant jurisdiction make it illegal for Scheme Shareholders
to hold or be issued CVRs or would require any qualification of the
CVRs under any applicable laws or regulations, they may not be
entitled to the CVRs or the amounts which may be payable
thereon.
The CVRs are complex instruments and a number of factors will
determine whether any amount will actually be paid to Scheme
Shareholders by way of the CVRs. The minimum payment under the CVRs
could be zero. Further details in respect of the CVRs will be
contained in the Scheme Document.
3.2 Loan Notes
The Loan Notes will be governed by English law and will be
issued, credited as fully paid, in integral multiples of 5 pence
nominal value. The Loan Notes will be non-transferable other than
to certain permitted transferees and no application will be made
for them to be listed or dealt in on any stock exchange. For
holders subject to UK capital gains tax, the Loan Notes are not
expected to be qualifying corporate bonds.
The Loan Notes will not bear interest.
The Loan Notes will be issued in accordance with the terms of
the Class I CVRs. The term of the Loan Notes will be six months and
one day from the date of issue of the Loan Notes. On the expiry of
the term, Fortune Dynasty will redeem the outstanding Loan Notes
for cash at par (less any tax required by law to be withheld or
deducted therefrom). A holder of the Loan Notes may not opt to
redeem any of his notes prior to the expiry of the term.
Full details of the Loan Notes will be contained in the Scheme
Document.
Fortune Oil Shareholders should consider carefully, in light of
their own investment objectives and tax position, whether they wish
to elect for Class I CVRs which will entitle the Class I CVR Holder
to receive Loan Notes and are strongly advised to seek their own
independent financial advice before making any such election.
4. Background to and reasons for the Acquisition
Developments involving Fortune Oil in recent years have resulted
in a divergence of interests among Fortune Oil Shareholders, and
reduced its suitability as a listed company. In particular:
(a) as Fortune Oil is now primarily an investment holding
company and generates its cash inflows principally from dividends
from its minority equity holdings, rather than operations, it no
longer requires access to equity capital markets to sustain and
grow its business. As such, there is no longer a requirement to
remain listed on a public market;
(b) there has been a continuing downward trend in the liquidity
of the Fortune Oil Shares over the past two years, which, in
addition to the reduced free-float following the disposal of the
gas business in October 2013, will continue to make it difficult
for Fortune Oil to attract new institutional investors;
(c) following the disposal of its natural gas business in
October 2013, Fortune Oil has become a vehicle for a number of
investments, none of which are operated or controlled by Fortune
Oil;
(d) since Fortune Oil's move from a premium to a standard
listing on the Main Market of the London Stock Exchange in March
2013, it has become a less suitable investment opportunity for many
of its institutional investor shareholders; and
(e) the nature of Fortune Oil's holding of China Gas Holdings
Shares is such that the ability to deal with its China Gas Holdings
Shares is restricted and such dealings are only permitted in a
limited number of circumstances and, in respect of a number of such
shares, are subject to the consent of a third party. Fortune Oil's
ability to realise value in the China Gas Holdings Shares it holds
is therefore constrained. In addition, the net realisable value of
the China Gas Holdings Shares held indirectly by Fortune Oil is
materially impacted by the level of debt in China Gas Group.
The Independent Fortune Oil Directors believe there would be a
challenging investment environment ahead for Fortune Oil
Shareholders, should the Scheme not become Effective and Fortune
Oil remain listed.
5. Recommendation
The Independent Fortune Oil Directors, who have been so advised
by VSA Capital, consider the terms of the Acquisition to be fair
and reasonable. In providing advice to the Independent Fortune Oil
Directors, VSA Capital has taken into account the commercial
assessments of the Independent Fortune Oil Directors. The Takeover
Panel has consented to the exclusion of Daniel Chiu, Dennis Chiu,
Ian Taylor, Louisa Ho and Li Ching from these matters on the basis
that they are both Fortune Oil Directors and members of the Concert
Party and Wang JinJun on the basis of his close association with
certain members of the Concert Party.
Accordingly, the Independent Fortune Oil Directors unanimously
recommend that the Scheme Shareholders vote in favour of the Scheme
at the Court Meeting and that the Fortune Oil Shareholders vote in
favour of the resolutions relating to the Acquisition (including
the Capital Reduction) at the General Meeting (or in the event that
the Acquisition is implemented by way of an Offer, to accept or
procure acceptance of such Offer), as the Independent Fortune Oil
Directors who hold Fortune Oil Shares have irrevocably undertaken
to do in respect of their own beneficial holdings referred to
below.
6. Background to and reasons for the recommendation
Over the past 20 years, despite progress at Fortune Oil, Fortune
Oil's share price performance has been disappointing, with
considerable share price fluctuations. While the disposal of the
gas business in October 2013 resulted in a reduced free-float in
the Fortune Oil Shares, it was expected that there would have been
additional sources of demand for, and hence improved marketability
of, the Fortune Oil Shares. This has not been the case. In the
period following the disposal of the gas business, the average
daily volume traded in Fortune Oil Shares has continued to decline.
This indicates that Fortune Oil has become more illiquid in the
months following the disposal of the gas business and has,
therefore, become less marketable.
Following the disposal of the gas business, Fortune Oil has
become primarily an investment holding company and generates its
cash inflows principally from dividends from its minority equity
holdings, rather than operations. Fortune Oil does not control its
investee companies. Fortune Oil is vulnerable to the variability in
performance of the companies it is invested in. The Independent
Fortune Oil Directors believe that the terms of the Acquisition
meet the divergent interests of Fortune Oil Shareholders, allowing
both institutional and individual shareholders to realise value for
their investment in Fortune Oil.
Given the nature of Fortune Oil's business, the Independent
Fortune Oil Directors believe that the next phase of Fortune Oil's
development can be most effectively undertaken as a private,
unlisted entity. The added costs associated with maintaining a
listing are no longer justified given the lack of need for further
capital.
The Independent Fortune Oil Directors are mindful of the
possibility that Fortune Oil's holding of China Gas Holdings Shares
may be sold by the Fortune Oil Group following the completion of
the Acquisition. Accordingly, the Independent Fortune Oil Directors
have secured an arrangement whereby, pursuant to the terms of the
Acquisition, Scheme Shareholders (other than Restricted Overseas
Shareholders) will receive (in addition to 10 pence in cash for
each Scheme Share) one CVR for each Scheme Share that they hold.
The CVRs are intended to enable Scheme Shareholders to share in the
proceeds of a sale by the Fortune Oil Group and China Gas Group of
a material proportion of their current holding of China Gas
Holdings Shares if certain conditions and thresholds are met.
7. Irrevocable Undertakings
Fortune Dynasty has received irrevocable undertakings to vote in
favour of the Scheme at the Court Meeting and the Resolutions
relating to the Acquisition (including the Capital Reduction) at
the General Meeting (or in the event that the Acquisition is
implemented by way of an Offer, to accept the Offer) from Frank
Attwood and Tian Jun (the only Independent Directors who hold
Fortune Oil Shares) in respect of their own beneficial holdings of
Fortune Oil Shares amounting, in aggregate, to 3,693,220 Fortune
Oil Shares, representing approximately 0.14 per cent. of the issued
ordinary share capital of Fortune Oil and 0.33 per cent. of the
Scheme Shares held by the Scheme Shareholders entitled to vote at
the Court Meeting, in each case at 17 December 2014 (being the last
practicable day before the date of this Announcement).
Further details of these Irrevocable Undertakings are set out in
Appendix II to this Announcement.
8. Information on the Consortium
In aggregate, the Consortium holds, directly or indirectly,
1,472,383,697 Fortune Oil Shares, representing approximately 56.91
per cent. of the issued ordinary share capital of Fortune Oil.
8.1 Fortune Dynasty
Fortune Dynasty is a limited liability company incorporated in
the British Virgin Islands that is owned (i) 55 per cent. by First
Level and (ii) 45 per cent. by Vitol Bermuda. As part of a
reorganisation agreed by the Consortium in connection with the
Acquisition (but outside of the Scheme), it is intended that
Fortune Dynasty will acquire the interests in Fortune Oil held by
Vitol Group and First Level (as described below) such that Fortune
Dynasty would ultimately be owned (i) 70 per cent. by First Level
and (ii) 30 per cent. by Vitol Bermuda.
Fortune Dynasty currently holds 599,639,580 shares in Fortune
Oil representing approximately 23.18 per cent. of the issued
ordinary share capital of Fortune Oil as at 17 December 2014, being
the last practicable day before the date of this Announcement.
Fortune Dynasty is a holding company whose sole purpose is to
hold Fortune Oil Shares. It acquired its interest in Fortune Oil in
October 2013.
8.2 Vitol Group
Vitol Bermuda is a limited liability company incorporated in
Bermuda that is a member of the Vitol Group.
The Vitol Group (via Vitol Bermuda) currently directly holds
147,108,505 Fortune Oil Shares representing approximately 5.69 per
cent. of the issued ordinary share capital of Fortune Oil (other
than the Fortune Oil Shares held indirectly by virtue of Vitol's
ownership interest in Fortune Dynasty) as at 17 December 2014,
being the last practicable day before the date of this
Announcement.
Vitol Bermuda first acquired an interest in Fortune Oil in
1993.
The Vitol Group is one of the world's largest independent energy
trading companies. The Vitol Group's core business is in energy,
particularly crude oil and oil products.
8.3 First Level
First Level is a limited liability company incorporated in the
Cayman Islands that is owned (i) 99 per cent. by Daniel Chiu and
(ii) 1 per cent. by Dennis Chiu (being Daniel Chiu's brother), both
Daniel Chiu and Dennis Chiu being Fortune Oil Directors (as more
particularly described below).
First Level currently holds, directly and indirectly,
725,635,612 Fortune Oil Shares representing approximately 28.05 per
cent. of the issued ordinary share capital of Fortune Oil (other
than the Fortune Oil Shares held indirectly by virtue of First
Level's ownership interest in Fortune Dynasty) as at 17 December
2014, being the last practicable day before the date of this
Announcement.
First Level is a private investment vehicle for Daniel Chiu and
its primary purpose is to hold, directly or indirectly, Fortune Oil
Shares.
Daniel Chiu has been Fortune Oil's Executive Vice-Chairman since
October 1994 and a Fortune Oil Director since 9 August 1993. Mr
Chiu was previously Fortune Oil's Chief Executive Officer prior to
holding his current position as Executive Vice-Chairman. Dennis
Chiu has been a non-executive director of Fortune Oil since 9
August 1993.
8.4 Concert Parties
The following persons are deemed to be acting in concert with
the Consortium:
(a) Daniel Chiu
Daniel Chiu owns 99 per cent. of First Level, is the Executive
Vice-Chairman and an executive director of Fortune Oil and is the
brother of Dennis Chiu.
(b) Li Ching
Li Ching is an executive director of Fortune Oil and is
considered to be acting in concert with the Consortium by virtue of
being an employee or director of other companies controlled by
Daniel Chiu.
(c) Louisa Ho
Louisa Ho is a non-executive director of Fortune Oil and is
considered to be acting in concert with the Consortium by virtue of
being an employee or director of other companies controlled by
Daniel Chiu.
(d) Dennis Chiu
Dennis Chiu is the brother of Daniel Chiu, a non-executive
director of Fortune Oil and he owns 1 per cent. of First Level.
(e) Ian Taylor
Ian Taylor is the President and Chief Executive Officer of the
Vitol Group.
9. Financing the Acquisition
9.1 Financing
The cash consideration payable under the terms of the
Acquisition (together with costs and expenses payable in connection
with the Acquisition) will be funded by the proceeds of the Vitol
Offer Facility Agreement. In addition, the proceeds of the Vitol
Offer Facility Agreement may, among other things, be used to
refinance certain existing financial indebtedness of the Fortune
Oil Group (and to pay associated costs and expenses).
Standard Chartered Bank, as financial adviser to Fortune
Dynasty, is satisfied that sufficient financial resources are
available to Fortune Dynasty to enable it to satisfy in full the
immediate cash consideration payable to Fortune Oil Shareholders
under the terms of the Acquisition.
Standard Chartered Bank has not been required to confirm, and
has not confirmed, that resources are available to Fortune Dynasty
to satisfy payments under the CVRs or the Loan Notes and
shareholders will be at risk if, for any reason, Fortune Dynasty is
not in a position to meet its obligations in respect of the CVRs
and/or Loan Notes.
9.2 Security
In connection with the Vitol Offer Facility Agreement, and
pursuant to the Security Documents, Fortune Dynasty has granted
security in favour of the Vitol Lender over all of the Fortune Oil
Shares that it owns in Fortune Oil from time to time and First
Level has granted security over all of the shares in Fortune
Dynasty that it owns from time to time.
9.3 Amendment and waiver of Conditions
Under the Vitol Offer Facility Agreement, Fortune Dynasty has
agreed that it will not, without the consent of the Vitol
Lender:
(a) waive or amend any other term or condition of the
Acquisition in any material respect where such waiver or amendment
could reasonably be expected to materially and adversely affect the
interests of the Vitol Lender under the Vitol Offer Facility
Agreement (unless such action is required by the Takeover Code or
the Takeover Panel); or
(b) declare, accept or treat as satisfied any material condition
to the Acquisition where it is not actually satisfied or has not
been complied with, in each case where to do so could reasonably be
expected to materially and adversely affect the interests of the
Vitol Lender under the Vitol Offer Facility Agreement (unless such
action is required by the Takeover Code or the Takeover Panel).
10. Information on Fortune Oil
Fortune Oil is a limited liability company incorporated in
England. Fortune Oil's shares were admitted to the Official List
and main market of the London Stock Exchange on 10 August 1993. On
20 March 2013, Fortune Oil transferred its listing category on the
London Stock Exchange from a "premium listing (commercial company)"
to a "standard listing".
Fortune Oil is the ultimate holding company of a group of
companies whose principal activities focus on oil, natural gas and
resource supply, operations and investments in China. Fortune Oil
also trades in oil and petrochemical products, liquid petroleum gas
and liquefied natural gas. Fortune Oil's functional headquarters
are in Hong Kong.
11. Fortune Oil Share Schemes
The Acquisition will extend to any Fortune Oil Shares
unconditionally allotted or issued and fully paid on or prior to
the Scheme Record Time (i) pursuant to the exercise of options
under any of the Fortune Oil Share Schemes or (ii) as a result of
the vesting of awards pursuant to the Fortune Oil Share Schemes. To
the extent that such options or awards have not been exercised or
vested, participants in the Fortune Oil Share Schemes will be
written to separately and appropriate proposals will be made to
such participants in due course.
In the event that this Acquisition is to be implemented by way
of an Offer, proposals will be put to the holders of options under
the Fortune Oil Share Schemes to enable them to participate in the
Offer on an equivalent basis in the event that such Offer becomes
wholly unconditional.
12. Fortune Dynasty's intentions for Fortune Oil's management and employees
Fortune Dynasty confirms that, if the Acquisition becomes
Effective the existing contractual rights of Fortune Oil's
management and employees will be observed.
13. Structure of the Acquisition
13.1 Scheme
It is intended that the Acquisition will be effected by a
Court-sanctioned scheme of arrangement between Fortune Oil and the
Scheme Shareholders under Part 26 of the Act, and will involve,
among other things, a reduction of capital under section 641 of the
Act. The purpose of the Scheme is to provide for Fortune Dynasty to
become the owner of the whole of the issued and to be issued share
capital of Fortune Oil, other than the Shares already held by the
Consortium. Under the Scheme, the Acquisition is to be principally
achieved by:
(a) the cancellation or transfer (as the case may be) of the
Scheme Shares held by Scheme Shareholders in consideration for
which the Scheme Shareholders will receive consideration on the
basis set out in paragraph 2 of this Announcement;
(b) amendments to Fortune Oil's articles of association to
ensure that any Fortune Oil Shares issued (other than the New
Fortune Oil Shares to be issued to Fortune Dynasty or any
subsidiaries or nominees of Fortune Dynasty) between the approval
of the Scheme at the Court Meeting and the Scheme Record Time (for
example as a result of the exercise of options or vesting of awards
granted under the Fortune Oil Share Schemes) will (i) be subject to
the Scheme and (ii) automatically be acquired by Fortune Dynasty;
and
(c) the issue of New Fortune Oil Shares to Fortune Dynasty provided for in the Scheme.
Approval by Court Meeting and General Meeting
In order to become Effective, the Scheme requires:
(a) the satisfaction (or, where applicable, waiver) of the
Conditions (see paragraph 13.2 of this Announcement);
(b) the approval of a majority in number of the Scheme
Shareholders present and voting at the Court Meeting either in
person or by proxy, representing not less than 75 per cent. in
value of the Scheme Shares voted by those Scheme Shareholders. At
the Court Meeting, voting will be by poll and not on a show of
hands and each Scheme Shareholder present in person or by proxy
will be entitled to one vote for each Scheme Share held; and
(c) the approval of the Resolutions relating to the Acquisition
(including the Capital Reduction) by not less than 75 per cent. of
the votes cast, either in person or by proxy, at the General
Meeting (to be held directly after the Court Meeting).
Application to Court to sanction the Scheme and confirmation of
the Capital Reduction
Once the approval of the Scheme Shareholders to the Scheme has
been obtained at the Court Meeting and the approval of the Fortune
Oil Shareholders has been obtained to the Resolutions relating to
the Acquisition (including the Capital Reduction) at the General
Meeting, the Scheme (including, confirmation of the Capital
Reduction) must be sanctioned by the Court at the Court
Hearings.
The Scheme will become Effective in accordance with its terms on
delivery of the Scheme Court Order, the Reduction Court Order and
the Statement of Capital giving details of Fortune Oil's share
capital, as altered by the Capital Reduction, attached thereto to
Companies House, and, in relation to the Capital Reduction, the
Reduction Court Order and attached minutes being filed with and
registered by Companies House. Upon the Scheme becoming Effective,
it will be binding on all Scheme Shareholders, irrespective of
whether or not they attended or voted at the Court Meeting or
General Meeting, or whether they voted in favour of or against the
Scheme and the cash consideration due under the Acquisition will be
despatched by Fortune Dynasty to Scheme Shareholders no later than
14 days after the Effective Date.
Full details of the Scheme to be set out in the Scheme
Document
The Scheme is subject to the satisfaction (or, where applicable,
waiver) of the Conditions and the full terms and conditions to be
set out in the Scheme Document. The Scheme Document will include
full details of the Scheme, together with notices of the Court
Meetings and the General Meeting and the expected timetable, and
will specify the action to be taken by Scheme Shareholders.
The Scheme will be governed by English law. The Scheme will be
subject to the applicable requirements of the Takeover Code, the
Takeover Panel, the London Stock Exchange, the FCA and the Listing
Rules.
The Scheme will contain a provision for Fortune Oil and Fortune
Dynasty to jointly consent, on behalf of all persons concerned, to
any modification of or addition to the Scheme or to any condition
that the Court may approve or impose. Fortune Oil has been advised
that the Court would be unlikely to approve any modification of, or
addition to, or impose a condition to the Scheme which might be
material to the interests of the Scheme Shareholders unless the
Scheme Shareholders were informed of such modification, addition or
condition. It would be a matter for the Court to decide, in its
discretion, whether or not a further meeting of the Scheme
Shareholders should be held in these circumstances.
It is expected that the Scheme Document will be dispatched to
Fortune Oil Shareholders and, for information only, to participants
in the Fortune Oil Share Schemes as soon as practicable and, in any
event, shortly following 14 January 2015.
13.2 Conditions to the Acquisition
The Conditions to the Acquisition are set out in full in
Appendix I to this Announcement.
The Scheme is conditional, among other things, upon:
(a) the Scheme becoming Effective by the Long Stop Date or such
later date as Fortune Dynasty and Fortune Oil may, with the consent
of the Takeover Panel, agree and (if required) the Court may
approve, failing which the Scheme will lapse;
(b) the approval of the Scheme by a majority in number of the
Scheme Shareholders voting, either in person or by proxy, at the
Court Meeting, representing not less than 75 per cent. in value of
the Scheme Shares voted;
(c) the passing of all Resolutions relating to the Acquisition
(including the Capital Reduction) by the requisite majority at the
General Meeting; and
(d) the sanction of the Scheme and subsequent confirmation of
the Capital Reduction by the Court (in either case, with or without
modification on terms agreed by Fortune Dynasty and Fortune Oil)
and the delivery of office copies of the Court Orders and the
Statement of Capital to Companies House and, if the Court so orders
for the Scheme to become Effective, registration of the Reduction
Court Order confirming the Capital Reduction and Statement of
Capital with Companies House.
13.3 Scheme timetable/further information
A full anticipated timetable will be set out in the Scheme
Document. At this stage, subject to the approval and availability
of the Court (which is subject to change), Fortune Dynasty's
expected timetable for the implementation of the Acquisition is as
follows:
Dispatch of Scheme Document, 16 January 2015 (or as soon
together with the Forms as reasonably practicable thereafter)
of Proxy and Form of Election
Court Meeting to approve 9 February 2015 (or as soon
Scheme as reasonably practicable thereafter)
General Meeting to approve 9 February 2015 (or as soon
Resolutions as reasonably practicable thereafter)
Scheme Court Hearing to 26 February 2015 (or as soon
approve Scheme as reasonably practicable thereafter)
Reduction Court Hearing 2 March 2015 (or as soon as
to approve the Reduction reasonably practicable thereafter)
of Capital
Effective date of Scheme 3 March 2015 (or the Business
Day following the Reduction
Court Hearing)
Dispatch of cash consideration Within 14 days after the Effective
Date
If the Acquisition does not become Effective by the Long Stop
Date, the Acquisition will lapse except where the approval of
Scheme Shareholders at the Court Meeting and the Fortune Oil
Shareholders at the General Meeting is obtained before this date,
in which case the Long Stop Date for the Acquisition may be
extended to such later date as Fortune Oil and Fortune Dynasty may
agree and, if appropriate, the Court and the Takeover Panel may
approve.
13.4 Right to switch to an Offer
Fortune Dynasty reserves the right to elect (with the consent of
the Takeover Panel) to implement the Acquisition by way of an Offer
for the entire issued and to be issued ordinary share capital of
Fortune Oil as an alternative to the Scheme. In such an event, the
Offer will be implemented on the same terms (subject to appropriate
amendments), so far as applicable, as those which would apply to
the Scheme and subject to the amendment referred to in paragraph 4
of Part B of Appendix I to this Announcement.
If the Acquisition is effected by way of an Offer and such Offer
becomes or is declared unconditional in all respects and sufficient
acceptances are received, Fortune Dynasty intends to: (i) request
the London Stock Exchange to cancel trading in Fortune Oil Shares
on the main market of the London Stock Exchange; and (ii) exercise
its rights to apply the provisions of Chapter 3 of Part 28 of the
Act to acquire compulsorily the remaining Fortune Oil Shares in
respect of which the Offer has not been accepted.
14. De-listing and re-registration as a private limited company
14.1 De-listing
Prior to the Scheme becoming Effective and subject to any
applicable requirements of the Takeover Code, Fortune Oil intends
to make an application to the London Stock Exchange for
cancellation of the trading in Fortune Oil Shares on the London
Stock Exchange, and to the UK Listing Authority for the
cancellation of the listing of Fortune Oil Shares on the Official
List, in each case to take effect on or shortly after the Effective
Date. It is intended that dealings in Fortune Oil Shares shall be
suspended at close of business in London on 2 March 2015 and that
no transfers of Fortune Oil Shares (other than to Fortune Dynasty
and/or its nominee(s)) will be registered after that time.
As at the close of trading on the last day of dealings in
Fortune Oil Shares prior to the Effective Date, there may be
unsettled, open trades for the sale and purchase of Fortune Oil
Shares within the CREST system. The Fortune Oil Shares that are the
subject of such unsettled trades will be treated under the Scheme
in the same way as any other Fortune Oil Share registered in the
name of the relevant seller under that trade. Consequently, those
Fortune Oil Shares will be cancelled under the Scheme and the
seller will receive the cash consideration in accordance with the
terms of the Scheme. No transfers of Fortune Oil Shares will be
registered after this date and, other than the registration of
Fortune Oil Shares released, transferred or issued under the
Fortune Oil Share Schemes after the Scheme Court Hearing and prior
to the Scheme Record Time, no Fortune Oil Shares will be issued
after this date, save for the New Fortune Oil Shares to be issued
to Fortune Dynasty pursuant to the Scheme.
On the Effective Date, each certificate representing a holding
of Fortune Oil Shares subject to the Scheme will be cancelled.
Share certificates in respect of Fortune Oil Shares will cease to
be valid and every Fortune Oil Shareholder will be bound at the
request of Fortune Oil to deliver up to Fortune Oil, or to any
person appointed by Fortune Oil, the share certificate(s) for
cancellation, or to destroy them. As from the Scheme Record Time,
each holding of Scheme Shares credited to any stock account in
CREST will be disabled and all Scheme Shares will be removed from
CREST in due course.
14.2 Re-registration as a private limited company
It is also intended that Fortune Oil be re-registered as a
private limited company as soon as practicable after the Effective
Date.
15. Acquisition related arrangements
15.1 Bid Conduct Agreement
Vitol Bermuda, First Level, Fortune Dynasty and Daniel Chiu
entered into a bid conduct agreement on 15 December 2014 (the Bid
Conduct Agreement). Pursuant to the Bid Conduct Agreement, the
parties agree, among other matters: (i) not to deal in their
Fortune Oil Shares in respect of certain manners; (ii) to extend
their co-operation to each other in implementing the Acquisition,
save to the extent that this would be inconsistent with their
obligations under legal or regulatory requirements; and (iii) to
implement the Acquisition in accordance with the Takeover Code.
15.2 Louisa Ho Undertaking
Louisa Ho entered into an undertaking on 15 December 2014 (the
Louisa Ho Undertaking), pursuant to which Louisa Ho undertakes not
to acquire or dispose of any interest in Fortune Oil Shares prior
to the Effective Date other than pursuant to the Acquisition or as
expressly permitted under the terms of the Louisa Ho
Undertaking.
15.3 Dennis Chiu Undertaking
Dennis Chiu entered into an undertaking on 15 December 2014 (the
Dennis Chiu Undertaking), pursuant to which Dennis Chiu undertakes
not to acquire or dispose of any interest in Fortune Oil Shares
prior to the Effective Date other than pursuant to the Acquisition
or as expressly permitted under the terms of the Dennis Chiu
Undertaking.
15.4 Li Ching Undertaking
Li Ching entered into an undertaking on 17 December 2014 (the Li
Ching Undertaking), pursuant to which Li Ching undertakes, among
other things, not to acquire or dispose of any interest in Fortune
Oil Shares prior to the Effective Date other than pursuant to the
Acquisition or as expressly permitted under the terms of the Li
Ching Undertaking.
15.5 Confidentiality Agreement
Fortune Dynasty and Fortune Oil entered into the Confidentiality
Agreement on 25 November 2014 along with a side letter to such
agreement on 15 December 2014 pursuant to which each of Fortune
Dynasty and Fortune Oil have agreed to keep confidential
information about the other party and not to disclose to third
parties (other than permitted recipients) confidential information
exchanged by them unless required by law or regulation (the
Confidentiality Agreement). These confidentiality obligations will
remain in force until completion of the Acquisition or for a period
of one year from the date that negotiations in respect of the
Acquisition cease or are terminated.
16. Disclosure of interests in Fortune Oil
16.1 Opening Position Disclosure
Fortune Dynasty confirms that it is making on the date of this
Announcement an Opening Position Disclosure that shall set out the
details required to be disclosed by it under Rule 8.1(a) of the
Takeover Code.
16.2 Interests
As at the close of business on 17 December 2014 (being the last
practicable day prior to the date of this Announcement):
(a) Fortune Dynasty holds 599,639,580 Fortune Oil Shares,
representing approximately 23.18 per cent. of the issued ordinary
share capital of Fortune Oil;
(b) First Level holds, directly or indirectly, 725,635,612
Fortune Oil Shares, representing approximately 28.05 per cent. of
the issued ordinary share capital of Fortune Oil (other than the
Fortune Oil Shares held indirectly by virtue of First Level's
ownership interest in Fortune Dynasty);
(c) Vitol Group holds 147,108,505 Fortune Oil Shares,
representing approximately 5.69 per cent. of the issued ordinary
share capital of Fortune Oil (other than the Fortune Oil Shares
held indirectly by virtue of Vitol's ownership interest in Fortune
Dynasty);
(d) Louisa Ho holds 2,884,156 Fortune Oil Shares, representing
approximately 0.11 per cent. of the issued ordinary share capital
of Fortune Oil; and
(e) Li Ching holds 24,007,211 Fortune Oil Shares representing
approximately 0.93 per cent. of the issued ordinary share capital
of Fortune Oil and options/awards in respect of 1,267,526 Fortune
Oil Shares, representing approximately 0.05 per cent. of the issued
ordinary share capital of Fortune Oil,
(collectively, the Disclosed Interests).
Save for (i) the Disclosed Interests, (ii) in connection with
the Vitol Offer Facility Agreement (including the Security
Documents), and (iii) the Irrevocable Undertakings, none of (1)
Fortune Dynasty or any of its directors, (2) the Consortium or any
of its directors, or (3) so far as the board of Fortune Dynasty are
aware, any person acting, or deemed to be acting, in concert with
Fortune Dynasty:
(a) had an interest in, or right to subscribe for, relevant securities of Fortune Oil;
(b) had any short position in (whether conditional or absolute
and whether in the money or otherwise), including any short
position under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take
delivery of, relevant securities of Fortune Oil;
(c) had procured an irrevocable commitment or letter of intent
to accept the terms of Acquisition in respect of relevant
securities of Fortune Oil; or
(d) had borrowed or lent any Fortune Oil Shares.
Furthermore, save for the Irrevocable Undertakings, no
arrangement exists between (i) Fortune Dynasty or the Consortium or
any of their respective associates and (ii) Fortune Oil, in
relation to Fortune Oil Shares. For these purposes, an
"arrangement" includes any indemnity or option arrangement, any
agreement or any understanding, formal or informal, of whatever
nature, relating to Fortune Oil Shares which may be an inducement
to deal or refrain from dealing in such securities.
16.3 Rule 2.10 Disclosure
In accordance with Rule 2.10 of the Takeover Code, Fortune Oil
confirms that as at close of business on 17 December 2014, being
the last practicable day before the date of this Announcement, it
has in issue and admitted to trading on the main market of the
London Stock Exchange 2,587,106,295 ordinary shares of 1 pence
each. The International Securities Identification Number (ISIN) of
the Fortune Oil Shares is GB0001022960.
17. Overseas shareholders
The distribution of this Announcement to, and the availability
of the Acquisition to, persons who are not resident in the United
Kingdom may be affected by the laws of their relevant jurisdiction.
Such persons should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdiction.
Fortune Oil Shareholders who are in any doubt regarding such
matters should consult an appropriate independent professional
adviser in the relevant jurisdiction without delay.
Further details in relation to overseas Fortune Oil Shareholders
will be contained in the Scheme Document.
18. Documents on website
A copy of the following documents will, by no later than 12 noon
on 19 December 2014, be published on Fortune Oil's website at
www.fortune-oil.com and Fortune Dynasty's website at
www.fdynasty.com:
(a) a copy of this Announcement;
(b) the Vitol Financing Documents;
(c) the Bid Conduct Agreement;
(d) the Louisa Ho Undertaking;
(e) the Dennis Chiu Undertaking;
(f) the Li Ching Undertaking;
(g) the Irrevocable Undertakings; and
(h) the Confidentiality Agreement.
Neither the contents of the websites or any other websites
accessible from hyperlinks on such websites are incorporated into,
or form any part of, this Announcement.
Enquiries
Standard Chartered Bank:
(Financial Adviser to Fortune Dynasty)
David Harvey-Evers Tel: +44 (0)207 885 9999
Fortune Oil:
Frank Attwood Tel: +44 (0)207 096 9580
VSA Capital Limited:
(Financial Adviser to Fortune Oil)
Andrew Raca Tel: +44 (0)203 005 5000
Justin McKeegan Tel: +44 (0)203 005 5000
Important disclaimers (including in relation to securities law
restrictions)
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 (or, if applicable,
the Offer Document), which will contain 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 (or, if
applicable, the Offer Document).
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe any applicable requirements. This Announcement
has been prepared for the purpose of complying with English law and
the Takeover 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.
No person has been authorised to make any representations on
behalf of Fortune Oil or Fortune Dynasty concerning the Scheme or
the Acquisition which are inconsistent with the statements
contained herein, and any such representations, if made, may not be
relied upon as having been so authorised.
Copies of this Announcement and any formal documentation
relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction and persons
receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send
them in or into or from any Restricted Jurisdiction.
Any failure to comply with the applicable restrictions may
constitute a violation of the securities laws of any such
jurisdiction and, to the fullest extent permitted by applicable
law, Fortune Oil and Fortune Dynasty disclaim any responsibility or
liability for the violation of such restrictions by any person.
No person should construe the contents of this Announcement as
legal, financial or tax advice and any interested person should
consult its own advisers in connection with such matters.
Notice to US investors
The Acquisition relates to the shares of an English company that
is not registered under the Exchange Act and is being made by means
of a scheme of arrangement provided for under English company law.
A transaction effected by means of a scheme of arrangement is not
subject to the tender offer rules or the proxy solicitation rules
under the Exchange Act. Accordingly, the Acquisition is subject to
the disclosure requirements and practices applicable in the United
Kingdom to schemes of arrangement which differ from the disclosure
requirements in the United States tender offer and proxy
solicitation rules under the Exchange Act. Financial information
included (or incorporated by reference) in this Announcement and
the Scheme Document in relation to Fortune Oil has been or will
have been prepared in accordance with accounting standards
applicable in the United Kingdom that may not be comparable to
financial information of US companies or companies whose financial
statements are prepared in accordance with generally accepted
accounting principles in the United States. It may be difficult for
US holders of Fortune Oil Shares to enforce their rights and any
claim arising out of US federal laws, since Fortune Oil, Fortune
Dynasty and most of the Consortium are located in a non-US
jurisdiction and some or all of their officers and directors may be
resident in a non-US jurisdiction. US holders of Fortune Oil Shares
may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of the US securities
laws. Further, it may be difficult to compel a non-US company and
its affiliates to subject themselves to a US court's judgement. If
Fortune Dynasty exercises its right to implement the Acquisition by
way of an Offer, such offer will be made in compliance with
applicable US laws and regulations.
No registration statement will be filed with the SEC or any
state securities regulators in the US in connection with the
Acquisition, and the Loan Notes to be issued pursuant to the terms
of the Class I CVRs will not be registered under the US Securities
Act.
Neither the SEC, nor any US state securities commission or any
other regulatory authority, has passed upon, or endorsed the merits
of, or approved or disapproved of the Loan Notes to be issued in
connection with the Acquisition, or determined if this Announcement
is accurate or adequate. Any representation to the contrary is a
criminal offence in the US.
Fortune Dynasty Financial adviser
Standard Chartered Bank, who is (i) authorised in the United
Kingdom by the Prudential Regulation Authority, and (ii) regulated
in the United Kingdom by the Financial Conduct Authority and the
Prudential Regulation Authority, is acting for Fortune Dynasty and
for no one else in connection with the matters set out in this
Announcement and the Acquisition and will not be responsible to
anyone other than Fortune Dynasty for providing the protections
afforded to clients of Standard Chartered Bank nor for providing
advice in relation to the Acquisition or any matters set out in
this Announcement. Neither Standard Chartered Bank nor any of its
subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Standard Chartered Bank in connection
with this Announcement, any statement contained herein or
otherwise.
Fortune Oil Financial adviser
VSA Capital Limited, who is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser to the Independent Fortune Oil
Directors for Fortune Oil and for and no one else in connection
with the matters set out in this Announcement and the Acquisition
and will not be responsible to anyone other than Independent
Fortune Oil Directors for providing the protections afforded to
clients of VSA Capital Limited nor for providing advice in relation
to the Acquisition or any matters set out in this Announcement.
Neither VSA Capital Limited nor any of its subsidiaries, branches
or affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of VSA Capital Limited in connection with the Acquisition.
Forward Looking Statements
This Announcement contains certain forward-looking statements
with respect to the financial condition, results of operations and
business of Fortune Oil and certain plans and objectives of Fortune
Dynasty with respect thereto. These forward-looking statements can
be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements often use
words such as 'anticipate', 'target', 'expect', 'estimate',
'intend', 'plan', 'goal', 'believe', 'hope', 'aims', 'continue',
'will', 'may', 'should', 'would', 'could' or other words of similar
meaning. These statements are based on assumptions and assessments
made by Fortune Oil and/or Fortune Dynasty in light of their
experience and their perception of historical trends, current
conditions, future developments and other factors they believe
appropriate. By their nature, forward-looking statements involve
risk and uncertainty because they relate to events and depend on
circumstances that will occur in the future. The factors described
in the context of such forward-looking statements in this
Announcement could cause actual results and developments to differ
materially from those expressed in or implied by such
forward-looking statements. Although it is believed that the
expectations reflected in such forward-looking statements are
reasonable, no assurance can be given that such expectations will
prove to have been correct and persons reading this Announcement
are therefore cautioned not to place undue reliance on these
forward-looking statements which speak only as at the date of this
Announcement. Neither Fortune Oil nor Fortune Dynasty assumes any
obligation to update or correct the information contained in this
Announcement (whether as a result of new information, future events
or otherwise), except as required by applicable law.
There are several factors which could cause actual results to
differ materially from those expressed or implied in
forward-looking statements. Among such factors are changes in the
global, political, economic, business, competitive, market and
regulatory forces, future exchange and interest rates, changes in
tax rates and future business combinations or disposals.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per ordinary share for Fortune Oil for the current or
future financial years would necessarily match or exceed the
historical published earnings or earnings per ordinary share for
Fortune Oil.
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 p.m. on the 10th business day following the commencement of
the offer period and, if appropriate, by no later than 3.30 p.m. 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 p.m. 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 Takeover 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
In accordance with Rule 26.1 of the Takeover Code, a copy of
this Announcement will be made available (subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, at www.fortune-oil.com and
www.fdynasty.com by no later than 12 noon on 19 December 2014.
Neither the content of the websites nor the content of any other
website accessible from hyperlinks on such websites is incorporated
into, or forms part of, this Announcement.
APPENDIX I
Part A: Conditions
1. The Scheme will be conditional upon the following having
occurred prior to the Long Stop Date, or such later date as Fortune
Oil and Fortune Dynasty may, with the consent of the Takeover
Panel, agree and (if required) the Court may allow:
(a) the approval of the Scheme by a majority in number of the
Scheme Shareholders on the register of Fortune Oil at the Voting
Record Time, entitled to vote and present and voting, either in
person or by proxy, at the Court Meeting (or at any adjournment,
postponement or reconvention of such meeting) and such Court
Meeting being held on or before 28 February 2015 (or such later
date as Fortune Dynasty and Fortune Oil may, subject to the
Takeover Code and/or with the consent of the Takeover Panel, agree
and (if required) the Court may approve) and the votes cast at such
meeting in favour of the Scheme representing 75 per cent. or more
of the total votes cast at such meeting;
(b) the Resolutions as set out in the notice of the General
Meeting in the Scheme Document, being duly passed by the requisite
majority at the General Meeting (or at any adjournment,
postponement or reconvention of that meeting) and not subsequently
being revoked and such General Meeting being held on or before 28
February 2015 (or such later date as Fortune Dynasty and Fortune
Oil may, subject to the Takeover Code and/or with the consent of
the Takeover Panel, agree and (if required) the Court may
approve);
(c) the sanction of the Scheme (without modification or, if
agreed by Fortune Dynasty and Fortune Oil, with modification) and
the confirmation of the Capital Reduction involved therein by the
Court; and
(d) office copies of the Court Orders and the Statement of
Capital required in connection with the Capital Reduction being
delivered to Companies House and, if the Court so orders, the Court
Orders and Statement of Capital being registered by Companies
House.
2. In addition, Fortune Dynasty and Fortune Oil have agreed that
the Scheme will also be conditional upon the following Conditions,
and, accordingly, the necessary actions to make the Scheme
Effective, including the delivery of office copies of the Court
Orders and the Statement of Capital required in connection with the
Capital Reduction to Companies House, will not be taken unless such
following Conditions (as amended if appropriate) have been
satisfied (and continue to be satisfied pending the commencement of
the Scheme Court Hearing) or waived prior to the Scheme being
sanctioned by the Court:
Confirmation of absence of adverse circumstances
(a) except as Publicly Announced or fairly disclosed in
Disclosed Information, there being no provision of any agreement,
arrangement, licence, permit or other instrument to which any
member of the Wider Fortune Oil Group is a party or by or to which
any such member or any of its assets is or may be bound, entitled
or subject, which in each case as a consequence of the Acquisition
of any shares or other securities in Fortune Oil or because of a
change in the control or management of Fortune Oil, could or might
reasonably be expected to result in (to an extent or in a manner
which is material and adverse in the context of the Acquisition or
would have a material and adverse effect on the Wider Fortune Oil
Group as a whole):
(i) any such agreement, arrangement, licence, permit or
instrument or the rights, liabilities, obligations or interests or
business of any member of the Wider Fortune Oil Group thereunder,
or interests or business of any such member in or with any other
person, firm, company or body (or any arrangements to which any
such member is a party relating to any such interests or business),
being or becoming capable of being terminated, modified, amended,
relinquished or adversely affected or any other obligation or
liability arising or any action being taken or arising
thereunder;
(ii) the rights, liabilities, obligations or interests of any
member of the Wider Fortune Oil Group under any such agreement,
arrangement, licence, permit or instrument or the interests or
business of any such member in or with, any person, firm, company
or body (or any arrangement or arrangements relating to any such
interests or business) being terminated, adversely modified or
adversely affected or any onerous obligation or liability arising
or any adverse action being taken thereunder;
(iii) any asset owned or used by any member of the Wider Fortune
Oil Group, or any interest in such asset, being or falling to be
disposed of or charged or ceasing to be available to any member of
the Wider Fortune Oil Group or any right arising under which any
such asset or interest could be required to be disposed of or
charged or cease to be available to any member of the Wider Fortune
Oil Group;
(iv) the creation or enforcement of any mortgage, charge or
other security interest over the whole or any part of the business,
property, assets or interest of any member of the Wider Fortune Oil
Group or any such mortgage, charge or other security (whenever
created, arising or having arisen) becoming enforceable or being
capable of being enforced;
(v) the value of any member of the Wider Fortune Oil Group or
its financial or trading position or prospects being prejudiced or
adversely affected;
(vi) any member of the Wider Fortune Oil Group ceasing to be
able to carry on business under any name which it at present
uses;
(vii) the creation or acceleration of any liability (actual or
contingent) by any member of the Wider Fortune Oil Group;
(viii) except as agreed by Fortune Dynasty and Fortune Oil, any
liability of any member of the Wider Fortune Oil Group to make any
severance, termination, bonus or other payment to any of its
directors or other officers;
(ix) any requirement on any member of the Wider Fortune Oil
Group to acquire, subscribe, pay up or repay any shares or other
securities; or
(x) any monies borrowed by or any other indebtedness (actual or
contingent) of, or any grant available to any member of the Wider
Fortune Oil Group, being or becoming repayable or capable of being
declared repayable immediately or prior to its or their stated
maturity date or repayment date, or the ability of such member of
the Wider Fortune Oil Group to borrow monies or incur any
indebtedness becoming or being withdrawn or inhibited or being
capable of becoming or being withdrawn or inhibited,
and no event having occurred which, under any provision of any
agreement, arrangement, licence, permit or other instrument to
which any member of the Wider Fortune Oil Group is a party or by or
to which any such member or any of its assets may be bound,
entitled or subject, could reasonably be expected to result in any
of the events or circumstances as are referred to in sub-paragraphs
(i) to (x) of this Condition;
Other third party clearances
(b) no government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental or
investigative body, antitrust regulator, central bank, court or any
other body or person whatsoever in any relevant jurisdiction (each
a Third Party) having decided to take, institute, implement,
threaten or withdraw any action, proceeding, suit, investigation,
enquiry or reference, or enacted, made or proposed any statute,
regulation, decision or order, or having taken any other steps, and
there not continuing to be outstanding any statute, regulation or
order of any Third Party, in each case which would or might
reasonably be expected (to an extent or in a manner which is
material and adverse in the context of the Acquisition):
(i) require, prevent or delay the divestiture, or materially
alter the terms of any proposed divestiture by any member of the
Wider Fortune Dynasty Group or by Fortune Oil or any other member
of the Wider Fortune Oil Group of all or any portion of their
respective businesses, assets or properties or impose any
limitation on the ability of any of them to conduct their
respective businesses (or any of them) or to own, control or manage
any of their respective assets or properties or any part
thereof;
(ii) require, prevent or delay the divestiture by any member of
the Wider Fortune Dynasty Group of any shares or other securities
in Fortune Oil;
(iii) impose any limitation on, or result in a delay in, the
ability of any member of the Wider Fortune Dynasty Group directly
or indirectly to acquire or to hold or to exercise effectively any
rights of ownership in respect of shares or loans or securities
convertible into shares or any other securities (or the equivalent)
in any member of the Wider Fortune Oil Group or the Wider Fortune
Dynasty Group or to exercise voting or management control over any
such member;
(iv) otherwise materially adversely affect any or all of the
business, assets, liabilities, financial or trading position,
profits, operational performance or prospects of any member of the
Wider Fortune Dynasty Group or of any member of the Wider Fortune
Oil Group;
(v) make the Acquisition or its implementation by Fortune
Dynasty or any member of the Wider Fortune Dynasty Group of any
shares or other securities in, or control or management of, Fortune
Oil void, illegal, and/or unenforceable under the laws of any
jurisdiction, or otherwise, directly or indirectly, restrain,
restrict, prohibit, prevent, delay, impede or otherwise interfere
with the implementation thereof, or require material amendment or
impose additional material conditions or obligations with respect
thereto, or otherwise challenge, or interfere with the Acquisition
or its implementation by Fortune Dynasty or any member of the Wider
Fortune Dynasty Group of any shares or other securities in, or
control or management of, Fortune Oil;
(vi) other than pursuant to the implementation of the
Acquisition, require any member of the Wider Fortune Dynasty Group
or the Wider Fortune Oil Group to acquire, or to offer to acquire,
any shares or other securities (or the equivalent) or interest in
any member of the Wider Fortune Oil Group owned by any third
party;
(vii) impose any material limitation on the ability of any
member of the Wider Fortune Dynasty Group or the Wider Fortune Oil
Group to conduct its business or integrate or co-ordinate its
business, or any part of it, with the businesses or any part of the
businesses of any other member of the Wider Fortune Dynasty Group
or the Wider Fortune Oil Group;
(viii) require any member of the Wider Fortune Oil Group to
relinquish, terminate or amend in any way any contract to which any
member of the Wider Fortune Oil Group is a party; or
(ix) result in any member of the Wider Fortune Dynasty Group or
the Wider Fortune Oil Group ceasing to be able to carry on business
under any name under which it presently does so,
and all applicable waiting and other time periods (including any
extensions thereof) during which any such Third Party could take,
institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference or any other step under the
laws of any jurisdiction in respect of the Acquisition of any
shares or other securities in, or control or management of, Fortune
Oil having expired, lapsed or been terminated;
(c) all notifications, notices, filings or applications in
connection with the Acquisition or any aspect of the Acquisition or
its financing that are necessary and which are the responsibility
of the Fortune Oil Group having been made and all authorisations,
orders, grants, consents, clearances, licences, confirmations,
permissions and approvals which are necessary (Authorisations), in
any jurisdiction, for and in respect of the Acquisition or any
aspect of the Acquisition or its financing, or the acquisition or
proposed acquisition by any member of the Wider Fortune Dynasty
Group of any shares or other securities in, or control or
management of, Fortune Oil by any member of the Wider Fortune
Dynasty Group and which are the responsibility of the Fortune Oil
Group having been obtained in terms and in a form reasonably
satisfactory to Fortune Dynasty from all appropriate Third Parties
and persons or bodies with whom any member of the Wider Fortune Oil
Group has entered into contractual arrangements, and all such
Authorisations together with all authorisations, orders, grants,
consents, clearances, licences, confirmations, permissions and
approvals necessary or appropriate for any member of the Wider
Fortune Dynasty Group to carry on its business (the Business
Authorisations) remaining in full force and effect (where the
absence of such Authorisations or Business Authorisations would be
material and adverse in the context of the Acquisition) and all
filings necessary for such purpose which are the responsibility of
the Fortune Oil Group have been made and there being no notice or
intimation of any intention to revoke, suspend, restrict,
materially adversely modify or not to renew any of the same at the
time at which the Acquisition becomes otherwise unconditional and
all necessary statutory or regulatory obligations in any
jurisdiction having been complied with by the Fortune Oil
Group;
No material transactions, claims or changes in the conduct of
the Fortune Oil Group
(d) since 31 March 2014 and except as Publicly Announced or
fairly disclosed in Disclosed Information, no member of the Wider
Fortune Oil Group having:
(i) save as between Fortune Oil and wholly-owned subsidiaries of
Fortune Oil or for Fortune Oil Shares required to be issued or
transferred out of treasury pursuant to the award of Fortune Oil
Shares in the ordinary course under the Fortune Oil Share Schemes,
issued, agreed to issue, authorised or proposed the issue of
additional shares of any class, or of securities convertible into
or exchangeable for, or rights, warrants or options to subscribe
for or acquire, any such shares or convertible securities or
redeemed, purchased or repaid any of its own shares or other
securities or reduced or made any other change to any part of its
share capital other than pursuant to the implementation of the
Acquisition;
(ii) other than to another member of the Fortune Oil Group,
recommended, declared, paid or made or proposed to recommend,
declare, pay or make any bonus, dividend or other distribution
whether payable in cash or otherwise;
(iii) save for transactions between members of the Fortune Oil
Group or pursuant to the Acquisition, merged with or demerged from
any body corporate or acquired or disposed of or transferred,
mortgaged, charged or created any security interest over any assets
or any right, title or interest in any asset (including shares or
loan capital (or the equivalent thereof) in any undertaking or
undertakings and further including trade investments) or authorised
or proposed or announced any intention to propose any merger,
demerger, acquisition, disposal, transfer, mortgage, charge or
security interest (which, in the case of any transfer, mortgage,
charge or security interest, is other than in the ordinary course
of business);
(iv) save for transactions between members of the Fortune Oil
Group, made or authorised or proposed or announced an intention to
propose any change in its loan capital;
(v) issued, authorised, proposed the issue of or made any change
in or to the terms of any debentures or (save for trade credit
incurred in the ordinary course of business or for transactions
between members of the Fortune Oil Group) incurred or increased any
indebtedness or become or agreed to become subject to any liability
(actual or contingent);
(vi) implemented, or authorised, proposed or announced its
intention to implement, any reconstruction, amalgamation, scheme,
commitment or other transaction or arrangement otherwise than in
respect of the Acquisition or in the ordinary course of
business;
(vii) entered into or varied or authorised, proposed or
announced its intention to enter into or vary any contract,
transaction, arrangement or commitment (whether in respect of
capital expenditure or otherwise) which is of a long term, onerous
or unusual nature or magnitude or which is or could be materially
restrictive on the businesses of any member of the Wider Fortune
Oil Group or the Wider Fortune Dynasty Group (other than in the
ordinary course of business) and which is material in the context
of the Wide Fortune Oil Group taken as a whole;
(viii) other than in respect of a member which is dormant and
was solvent at the relevant time, taken any corporate action or had
any legal proceedings instituted or threatened against it or
petition presented or order made for its winding-up (voluntary or
otherwise), dissolution or reorganisation or for the appointment of
a receiver, administrative receiver, administrator, trustee or
similar officer of all or any of its assets or revenues or any
analogous proceedings in any jurisdiction or had any such person
appointed;
(ix) been unable or admitted in writing that it is unable to pay
its debts as they fall due or having stopped or suspended (or
threatened to stop or suspend) payment of its debts generally or
ceased or threatened to cease carrying on all or a substantial part
of its business or commenced negotiations with one or more of its
creditors with a view to rescheduling or restructuring any of its
indebtedness;
(x) waived or compromised any material claim otherwise than in
the ordinary course of business;
(xi) in respect of Fortune Oil and wholly-owned subsidiaries of
Fortune Oil, made any material alteration to its memorandum or
articles of association or other incorporation documents (in each
case, other than an alteration in connection with the Scheme);
(xii) proposed, agreed to provide or modified the terms of any
employee share scheme, incentive scheme or other benefit relating
to the employment or termination of employment of any person
employed by the Wider Fortune Oil Group or entered into or changed
the terms of any contract with any director or senior
executive;
(xiii) entered into, implemented or authorised the entry into,
any joint venture, asset or profit sharing arrangement, partnership
or merger of business or corporate entities;
(xiv) taken (or agreed or proposed to take) any action which
requires, or would require, the consent of the Takeover Panel or
the approval of Fortune Oil Shareholders in general meeting in
accordance with, or as contemplated by, Rule 21.1 of the Takeover
Code; or
(xv) entered into any contract, commitment, arrangement or
agreement otherwise than in the ordinary course of business or
passed any resolution or made any offer (which remains open for
acceptance) with respect to or announced any intention to, or to
propose to, effect any of the transactions, matters or events
referred to in this Condition;
No material adverse change
(e) since 31 March 2014 and save as Publicly Announced or fairly
disclosed in Disclosed Information:
(i) no material adverse change or deterioration having occurred
(or circumstances having arisen which would or might be expected to
result in any adverse change or deterioration) in the business,
assets, liabilities, financial or trading position or profits,
operational performance or prospects of any member of the Wider
Fortune Oil Group;
(ii) no agreement or arrangement between any member of the Wider
Fortune Oil Group and any other person has been terminated or
varied in a manner which would or might reasonably be expected to
have a material adverse effect on the financial position of the
Wider Fortune Oil Group taken as a whole;
(iii) no litigation, arbitration proceedings, prosecution or
other legal proceedings to which any member of the Wider Fortune
Oil Group is or may become a party (whether as a plaintiff,
defendant or otherwise) and no investigation by any Third Party
against or in respect of any member of the Wider Fortune Oil Group
having been instituted, announced, implemented or threatened by or
against or remaining outstanding in respect of any member of the
Wider Fortune Oil Group;
(iv) no enquiry or investigation by, or complaint or reference
to, any Third Party having been threatened in writing, announced,
implemented or instituted by or against or remaining outstanding
against or in respect of any member of the Wider Fortune Oil
Group;
(v) no contingent or other material liability in respect of any
member of the Wider Fortune Oil Group having arisen or become
apparent or increased that might reasonably be likely to adversely
affect any member of the Wider Fortune Oil Group that is material
in the context of the Wider Fortune Oil Group taken as a whole;
(vi) no amendment or termination of any joint venture or
partnership to which any member of the Wider Fortune Oil Group is a
party having been agreed or permitted; and
(vii) no steps having been taken which are likely to result in
the withdrawal, cancellation, termination or modification of any
licence held by any member of the Wider Fortune Oil Group which is
necessary for the proper carrying on of its business,
in each case, to an extent or in a manner which is material in
the context of the Acquisition and has had, or would or might
reasonably be expected to have, a material and adverse effect on
the Wider Fortune Oil Group, taken as a whole;
(f) except as Publicly Announced or fairly disclosed in
Disclosed Information, Fortune Dynasty not having discovered:
(i) that any financial, business or other information concerning
the Wider Fortune Oil Group as contained in the information
publicly disclosed at any time by or on behalf of any member of the
Wider Fortune Oil Group, is misleading or contains any
misrepresentation of fact or omits to state a fact necessary to
make that information not misleading;
(ii) that any member of the Wider Fortune Oil Group is subject
to any liability (actual or contingent) which is not disclosed in
Fortune Oil's annual report for the financial year ended 31 March
2014 or the interim report for the six months ended 30 September
2014;
(iii) that any member of the Wider Fortune Oil Group,
partnership, company or other entity in which any member of the
Wider Fortune Oil Group has a significant economic interest and
which is not a subsidiary undertaking of Fortune Oil is subject to
any liability (contingent or otherwise) which is not disclosed in
Fortune Oil's 2014 Annual Report; or
(iv) any information which affects the import of any information
disclosed in writing at any time by or on behalf of any member of
the Wider Fortune Oil Group to any member of the Wider Fortune
Dynasty Group or its advisers,
in each case to an extent or in a manner which is material in
the context of the Acquisition or material in the context of the
Wider Fortune Oil Group, taken as a whole;
Other issues
(g) except as Publicly Announced or fairly disclosed in
Disclosed Information, Fortune Dynasty not having discovered
that:
(i) any past or present member of the Wider Fortune Oil Group
has failed to comply with any or all applicable legislation or
regulation, of any jurisdiction, with regard to the disposal,
spillage, release, discharge, leak or emission of any waste or
hazardous substance or any substance likely to impair the
environment or harm human health or animal health or otherwise
relating to environmental matters and which non-compliance would
likely give rise to any liability (actual or contingent), or that
there has otherwise been any such disposal, spillage, release,
discharge, leak or emission (whether or not the same constituted a
non-compliance by any person with any such legislation or
regulations, and wherever the same may have taken place) any of
which disposal, spillage, release, discharge, leak or emission
would be likely to give rise to any liability (actual or
contingent) on the part of any member of the Wider Fortune Oil
Group which, in each case, is material in the context of the Wider
Fortune Oil Group, taken as a whole;
(ii) there is, or is likely to be, any liability (actual or
contingent) of any past or present member of the Wider Fortune Oil
Group to make good, repair, reinstate or clean up any property or
any controlled waters now or previously owned, occupied, operated
or made use of or controlled by any such past or present member of
the Wider Fortune Oil Group, under any environmental legislation,
regulation, notice, circular or order of any Third Party in any
jurisdiction or to contribute to the cost thereof or associated
therewith or indemnify any person in relation thereto which, in
each case, is material in the context of the Wider Fortune Oil
Group, taken as a whole;
(iii) there are adequate procedures in place to prevent persons
associated with the Wider Fortune Oil Group from engaging in any
activity, practice or conduct which would constitute an offence
under the Bribery Act 2010, as amended or any other applicable
anti-corruption legislation and Fortune Dynasty not having
discovered a contravention by any past or present member of the
Wider Fortune Oil Group or any persons associated with, or
performing services on behalf of, the Wider Fortune Oil Group, of
such legislation; and
(iv) any past or present member of the Wider Fortune Oil Group
has not complied with the OECD Convention on Combating Bribery of
Foreign Public Officials in International Business Transactions and
any laws implementing the same, the UK Bribery Act 2010 and the US
Foreign Corrupt Practices Act of 1977; or
(v) there is, or is likely to be or expected to be, or there has been, any:
(a) claim brought against any member of the Wider Fortune Oil
Group by a person or class of persons in respect of;
(b) circumstances that exist whereby a person or class of
persons would be likely to have a claim in respect of; or
(c) liability (actual or contingent) of any member of the Wider
Fortune Oil Group as a result of or relating to,
any material, chemical, product or process of manufacture or
materials now or previously held, used, sold, manufactured, carried
out or under development, exploration or research by any past or
present member of the Wider Fortune Oil Group where such claim or
liability is or could reasonably be expected to be material in the
context of the Wider Fortune Oil Group, taken as a whole; and
(h) any past or present member of the Wider Fortune Oil Group
has engaged in any business with or made any investments in, or
made any payments to, (a) any government, entity or individual with
which US or European Union persons are prohibited from engaging in
activities or doing business by US or European Union laws or
regulations, including the economic sanctions administered by the
United States Office of Foreign Assets Control or (b) any
government, entity or individual targeted by any of the economic
sanctions of the United Nations or the European Union or any of
their respective member states.
3. For the purposes of these Conditions:
(a) a Third Party shall be regarded as having intervened if it
has decided or intimated a decision to take, institute, implement
or threaten any action, proceeding, suit, investigation, enquiry or
reference or made, proposed or enacted any statute, regulation,
decision or order or taken any measures or other steps or required
any action to be taken or information to be provided and intervene
shall be construed accordingly;
(b) Publicly Announced means disclosed in (i) Fortune Oil's 2014
Annual Report, or (ii) publicly announced (by delivery of an
announcement to a Regulatory Information Service) by or on behalf
of Fortune Oil on or before the date of this Announcement;
(c) substantial interest means a direct or indirect interest in
20 per cent. or more of the voting or equity capital or the
equivalent of an undertaking;
(d) Disclosed Information means (i) this Announcement, (ii)
information which is Publicly Announced; (iii) the information
disclosed in the annual report and accounts of Fortune Oil for the
financial year ended 31 March 2014 and the interim report for the
six months ended 30 September 2014; and (iv) any information which
has been fairly disclosed to Fortune Dynasty on or before the date
of this Announcement;
(e) Wider Fortune Dynasty Group means the Consortium and its
subsidiary undertakings, associated undertakings and any other
undertakings in which the Consortium and such undertakings
(aggregating their interests) have a substantial interest,
excluding the Fortune Oil Group; and
(f) Wider Fortune Oil Group means Fortune Oil and its subsidiary
undertakings, associated undertakings and any other undertakings in
which Fortune Oil and such undertakings (aggregating their
interests) have a substantial interest, excluding China Gas
Holdings and its subsidiary undertakings and associated
undertakings.
PART B: Certain further terms of the Scheme
1. Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other
Condition.
2. Subject to the requirements of the Takeover Panel Fortune
Dynasty reserves the right to waive all or any of the above
Conditions, in whole or in part, apart from Condition 1 which
cannot be waived.
3. The Conditions in paragraphs 2(a) to (h) (inclusive) must be
fulfilled, be determined by Fortune Dynasty to be or remain
satisfied or (if capable of waiver) be waived prior to the
commencement of the Scheme Court Hearing, failing which the
Acquisition will lapse. Fortune Dynasty shall be under no
obligation to waive (if capable of waiver), to determine to be or
remain satisfied or treat as fulfilled any of the Conditions in
paragraphs 2(a) to (h) (inclusive) as of the Long Stop Date,
notwithstanding that the other Conditions may at an earlier date
have been waived or fulfilled and that there are, at such earlier
date, no circumstances indicating that any Condition may not be
capable of fulfillment.
4. Fortune Dynasty reserves the right to elect with the consent
of the Takeover Panel (where necessary) to implement the
Acquisition by way of an Offer. In such event, the acquisition will
be implemented on substantially the same terms, subject to
appropriate amendments, as those which would apply to the
Acquisition. The acceptance condition would be set at 90 per cent.
of the shares to which such Offer relates (or such lesser
percentage (being more than 50 per cent.) as Fortune Dynasty may
decide with the consent of the Takeover Panel). Further, if
sufficient acceptance of the Offer are received and/or sufficient
Fortune Oil Shares are otherwise acquired, it is the intention of
Fortune Dynasty to apply the provisions of the Act to compulsorily
acquire any outstanding Fortune Oil Shares to which such offer
relates.
5. The Scheme will be governed by English law and will be
subject to the jurisdiction of the English courts, to the
Conditions and to the further terms set out in the Scheme Document.
The Acquisition will comply with the applicable rules and
regulations of the FCA, the London Stock Exchange and the Takeover
Code.
6. The availability of the Acquisition to persons not resident
in the United Kingdom may be affected by the laws of the relevant
jurisdictions. Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable
requirements.
7. Unless otherwise determined by Fortune Dynasty or required by
the Takeover Code and permitted by applicable law and regulation,
the Acquisition is not being made, and will not be made, directly
or indirectly, in or into any Restricted Jurisdiction or by the use
of the mails of, or by any other means or instrumentality
(including, without limitation, electronic mail, fax transmission,
telex, telephone, internet or other forms of electronic
communication) of interstate or foreign commerce of, or any
facility of a national state or other securities exchange of any
other Restricted Jurisdiction and will not be capable of acceptance
by any such use, means, instrumentality or facility or from any
Restricted Jurisdiction.
8. The Fortune Oil Shares which will be acquired pursuant to the
Acquisition will be acquired fully paid and free from all liens,
equities, charges, encumbrances, options, rights of pre-emption and
any other third party rights and interests of any nature and
together will all rights now or hereafter attaching or accruing to
them, including voting rights and the right to receive and retain
in full all dividends and other distributions (if any) declared,
made or paid on or after the date of this Announcement.
9. The Acquisition shall lapse (unless otherwise agreed with the Takeover Panel) if:
(a) in so far as the Acquisition or any matter arising from the
Scheme or Acquisition constitutes a concentration with a Community
dimension within the scope of the Regulation, the European
Commission either initiates proceedings under Article 6(1)(c) of
the Regulation or makes a referral to a competent authority of the
United Kingdom under Article 9(1) of the Regulation and there is
then a CMA Phase 2 Reference; or
(b) in so far as the Acquisition or any matter arising from the
Scheme or Acquisition does not constitute a concentration with a
Community dimension within the scope of the Regulation, the Scheme
or Acquisition or any matter arising from or relating to the
Acquisition becomes subject to a CMA Phase 2 Reference,
in each case, before the date of the Court Meeting.
APPENDIX II: DETAILS OF IRREVOCABLE UNDERTAKINGS
Name Total Number of Fortune Percentage of existing
Oil Shares in respect issued share capital
of which undertaking of Fortune Oil
is given*
--------------- ------------------------ -----------------------
Frank Attwood 738,581 0.03%
Tian Jun 2,954,639 0.11%
Total 3,693,220 0.14%
--------------- ------------------------ -----------------------
*The undertaking and numbers referred to in their table refer
only to those Fortune Oil Shares to which the relevant Independent
Fortune Oil Director is beneficially entitled and any Fortune Oil
Shares that such Independent Fortune Oil Director is otherwise able
to control the exercise of in terms of the rights attaching to such
share, including the ability to procure the transfer of such
share.
Fortune Dynasty has received irrevocable undertakings to vote in
favour of the Scheme at the Court Meeting and the Resolutions
relating to the Acquisition (including the Capital Reduction) at
the General Meeting (or in the event that the Acquisition is
implemented by way of an Offer, to accept the Offer) from Frank
Attwood and Tian Jun in respect of their own beneficial holdings of
Fortune Oil Shares amounting, in aggregate, to 3,693,220 Fortune
Oil Shares, representing approximately 0.14 per cent. of the issued
ordinary share capital of Fortune Oil at 17 December 2014 (being
the last practicable day before the date of this Announcement).
The irrevocable undertakings will cease to binding if:
-- a competing offer for all of the issued and to be issued
Fortune Oil Shares has been announced in accordance with Rule 2.7
of the Takeover Code and the consideration (including any deferred
or contingent consideration, whether payable in cash or otherwise)
payable to Fortune Oil Shareholders per Fortune Oil Share under
such competing offer is, in the opinion of Standard Chartered Bank
more than 10% higher than that payable pursuant to the Acquisition;
and
-- Fortune Dynasty has not, within ten (10) business days of the
date of announcement of such competing offer announced a revised
offer on terms such that the value of the Acquisition is, in the
opinion of Standard Chartered Bank, at least equal to that of the
relevant competing offer.
APPENDIX III: SOURCES AND BASES OF INFORMATION
(a) In this Announcement:
i. the value placed by the terms of the Acquisition on the
issued ordinary share capital of Fortune Oil, and other statements
made by reference to the issued ordinary share capital of Fortune
Oil, are based on 2,587,106,295 Fortune Oil Shares in issue, being
the number in issue at close of business on 17 December 2014 (being
last practicable day prior to the date of this Announcement);
ii. unless otherwise stated, the financial information on
Fortune Oil included in this Announcement has been extracted or
derived, without material adjustment, from the audited consolidated
financial statements for the Fortune Oil Group for the 15 month
period ending 31 March 2014 in Fortune Oil's 2014 Annual Report;
and
iii. unless otherwise stated, all historic share prices quoted
for Fortune Oil Shares have been sourced from the Daily Official
List and represent the Closing Price for Fortune Oil Shares on the
relevant dates.
(b) The premium calculations per Fortune Oil Share have been calculated by reference to:
i. per cent. to the Closing Price of 6.31 pence per Fortune Oil
Share on 17 December 2014, being the last practicable day before
the date of this Announcement;
i. per cent. over the average Closing Price of 7.04 pence per
Fortune Oil Share for the one (1) month immediately preceding 17
December 2014, being the last practicable day before the date of
this Announcement.
ii. per cent. over the average Closing Price of 7.71 pence per
Fortune Oil Share for the three (3) months immediately preceding 17
December 2014, being the last practicable day before the date of
this Announcement.
(c) On 29 December 2011, Fortune Oil entered into an agreement
with Liu Ming Hui to form a newly incorporated 50/50 joint venture
company, China Gas Group. China Gas Group holds, at the date of
this Announcement, 744,602,000 China Gas Holdings Shares. The
Fortune Oil Group holds, at the date of this Announcement,
197,371,463 China Gas Holdings Shares.
APPENDIX IV: DEFINITIONS
In this Announcement, the following definitions apply unless the
context requires otherwise:
Acquisition the proposed acquisition by Fortune
Dynasty or its Affiliates of the
entire issued and to be issued share
capital of Fortune Oil other than
the Excluded Fortune Oil Shares
to be implemented by means of the
Scheme or, if Fortune Dynasty and
Fortune Oil so elect and the Takeover
Panel consents, an Offer, including,
where the context so admits, any
subsequent variation, revision,
extension or renewal thereof
Act the Companies Act 2006 (UK), as
amended from time to time
Affiliate in relation to a party, any person
that directly or indirectly, through
one or more intermediaries, controls,
is controlled by, or is under common
control with, the party, and for
these purposes a party shall be
deemed to control a person if such
party possesses, directly or indirectly,
the power to direct or cause the
direction of the management and
policies of the person, whether
through the ownership of over 50
per cent. of the voting securities
or the right to appoint over 50
per cent. of the relevant board
of directors by contract or otherwise
Announcement this Announcement, made in accordance
with Rule 2.7 of the Takeover Code,
dated 18 December 2014, including
the summary and its Appendices
associated undertaking has the meaning given to it in paragraph
19 of Schedule 6 to the Large and
Medium-sized Companies and Groups
(Accounts and Reports) Regulations
2008 (SI 2008/410) (but for this
purpose ignoring paragraph 19(1)(b)
of Schedule 6 to those regulations)
Bid Conduct Agreement has the meaning given to that term
in paragraph 15.1 of this Announcement
Business Day a day (other than Saturday, Sunday
or a public holiday), on which banks
in the City of London, Hong Kong,
Geneva and the Netherlands are open
for business generally
Capital Reduction the proposed reduction of share
capital of Fortune Oil pursuant
to the Scheme
China Gas Group China Gas Group Limited, a company
incorporated in Hong Kong with its
registered office at Suite 2307,
23/F, Office Tower, Convention Plaza,
1 Harbour Road, Wanchai, Hong Kong
China Gas Holdings China Gas Holdings Limited, a company
incorporated in Bermuda with its
registered office at Clarendon House,
2 Church Street, Hamilton HM11,
Bermuda
China Gas Holdings Shares the ordinary shares of HK$0.01 each
in the share capital of China Gas
Holdings
Class I CVRs the Class I contingent value rights
to be issued by Fortune Dynasty
Class I CVR Holder a holder of a Class I CVR
Class II CVRs the Class II contingent value rights
to be issued by Fortune Dynasty
Class II CVR Holder a holder of a Class II CVR
Closing Price the middle market price for a Fortune
Oil Share at the close of business
on the day to which the price relates,
derived from the Daily Official
List for that day
CMA Phase 2 Reference a reference pursuant to sections
22, 33, 45 or 62 of the Enterprise
Act 2002 of the Acquisition to the
chair of the Competition and Markets
Authority for the constitution of
a group under Schedule 4 to the
Enterprise and Regulatory Reform
Act 2013 (as amended)
Community European Community
Companies House the Registrar of Companies in England
and Wales
Competition Commission the UK statutory body established
under the UK Competition Act 1998
Concert Parties Daniel Chiu, Dennis Chiu, Louisa
Ho, Wang Jin Jun, Ian Taylor and
Li Ching
Conditions the conditions to the Acquisition
which are set out in Appendix I
Confidentiality Agreement has the meaning given to that term
in paragraph 15.5 of this Announcement
Consortium Fortune Dynasty, the Vitol Group
and the First Level Group
Court the High Court of Justice of England
and Wales
Court Hearings the Scheme Court Hearing and the
Reduction Court Hearing
Court Meeting the meeting or meetings of Scheme
Shareholders as may be convened
pursuant to an order of the Court
under Part 26 of the Act, for the
purposes of considering and, if
thought fit, approving the Scheme
(with or without amendment) and
the Capital Reduction, including
any adjournment, postponement or
reconvention of any such meeting,
notice of which is to be contained
in the Scheme Document
Court Orders the Scheme Court Order and the Reduction
Court Order
CREST the relevant system (as defined
in the CREST Regulations) for paperless
settlement of share transfers and
the holding of shares in uncertificated
form in respect of which Euroclear
UK & Ireland Limited is the Operator
(as defined in the CREST Regulations)
CREST Regulations the Uncertificated Securities Regulations
2001 (SI 2001/3755))
CVR Cash Amount has the meaning given to that term
in paragraph 3.1 of this Announcement
CVR Consideration has the meaning given to that term
in paragraph 3.1 of this Announcement
CVR Deed Poll the deed poll constituting the CVRs
CVR Holder a holder of a CVR
CVR Term has the meaning given to that term
in paragraph 3.1 of this Announcement
CVR Third Party a person who is not a member of
the Fortune Oil Group or China Gas
Group
CVRs the Class I CVRs and the Class II
CVRs
Daily Official List the daily official list of the London
Stock Exchange
Dennis Chiu Undertaking has the meaning given to that term
in paragraph 15.3 of this Announcement
Disclosed Interests has the meaning given to that term
in paragraph 16.2 of this Announcement
Effective in the context of the Acquisition:
(i) if the Acquisition is implemented
by way of a Scheme, the Scheme having
become fully effective in accordance
with its terms, upon the delivery
of the Court Order and Statement
of Capital relating to the Capital
Reduction to Companies House and,
if the court so orders, registration
by Companies House; or (ii) if the
Acquisition is implemented by way
of an Offer, the Offer having been
declared or become unconditional
in all respects in accordance with
the requirements of the Takeover
Code
Effective Date the date upon which:
(a) the Scheme becomes Effective;
or
(b) if Fortune Dynasty elects and
the Takeover Panel consents to implement
the Acquisition by way of an Offer,
the Offer becomes Effective
Exchange Act the United States Securities Exchange
Act of 1934, as amended, and the
rules and regulations promulgated
thereunder
Excluded Fortune Oil Shares any Fortune Oil Shares which are
held, directly or indirectly, by
the Consortium
Financial Conduct Authority the Financial Conduct Authority
or FCA of the UK in its capacity as the
competent authority for the purpose
of Part VI of FSMA and in the exercise
of its functions in respect of admission
to the Official List otherwise than
in accordance with Part VI of FSMA,
or its successor from time to time
First Level First Level Holdings Limited, a
limited liability company incorporated
in the Cayman Islands
First Level Group (a) First Level, its subsidiaries
and its subsidiary undertakings;
and
(b) the shareholders of First Level,
being Daniel Chiu and Dennis Chiu
Form of Election a form of election to elect for
the Class I CVR(s)
Forms of Proxy the forms of proxy in connection
with each of the Court Meeting and
the General Meeting, which shall
accompany the Scheme Document
Fortune Dynasty Fortune Dynasty Holdings Limited,
a limited liability company incorporated
in the British Virgin Islands
Fortune Dynasty Board the board of directors of Fortune
Dynasty
Fortune Oil Fortune Oil PLC, a limited liability
company incorporated in England
and that is listed on the London
Stock Exchange
Fortune Oil Directors Qian Benyuan, Daniel Chiu, Tian
Jun, Li Ching, Frank Attwood, Dennis
Chiu, Louisa Ho, Lin Xizhong, Mao
Tong, Ian Taylor, Wang Jinjun and
Yuan Jun
Fortune Oil Group Fortune Oil, its subsidiaries and
its subsidiary undertakings
Fortune Oil Share Schemes (a) the Fortune Oil Senior Executive
Incentive Plan 2009;
(b) the Fortune Oil 2013 Company
Share Option Plan;
(c) the Fortune Oil 2013 UK Share
Option Plan;
(d) the Fortune Oil 2004 UK Inland
Revenue Approved Share Option Plan;
and
(e) the Fortune Oil 2004 UK Share
Option Plan
Fortune Oil Shareholders holders of Fortune Oil Shares
Fortune Oil Shares the issued ordinary shares of 1
pence each in the capital of Fortune
Oil
Fortune Oil's 2014 Annual Fortune Oil's 2014 annual report
Report for the 15 month period up to 31
March 2014
FSMA the Financial Services and Markets
Act 2000 (as amended from time to
time)
General Meeting the general meeting (or any adjournment,
postponement or reconvention thereof)
of Fortune Oil to be convened in
connection with the Scheme, notice
of which is to be contained in the
Scheme Document
HK$ Hong Kong dollars, the lawful currency
of Hong Kong
Hong Kong the Hong Kong Special Administrative
Region of the PRC
Independent Fortune Oil Directors Qian Benyuan, Tian Jun, Frank Attwood,
Lin Xizhong, Mao Tong and Yuan Jun
Irrevocable Undertakings the irrevocable undertakings to
vote (or procure votes) in favour
of the Acquisition from Scheme Shareholders
received by Fortune Dynasty, details
of which are set out in Appendix
II of this Announcement
Li Ching Undertaking has the meaning given to that term
in paragraph 15.4 of this Announcement
Listing Rules the listing rules and regulations
made by the FCA under Part VI of
FSMA, and contained in the UK Listing
Authority's publication of the same
name (as amended from time to time)
Loan Notes the loan notes to be issued by Fortune
Dynasty at the election of Scheme
Shareholders pursuant to the terms
of the Class I CVRs
London Stock Exchange London Stock Exchange plc or a successor
entity
Long Stop Date 31 May 2015, or such later date
as Fortune Dynasty and Fortune Oil
may agree and the Court (if required)
may allow
Louisa Ho Undertaking has the meaning given to that term
in paragraph 15.2 of this Announcement
Meetings the Court Meeting and the General
Meeting and "Meeting" shall mean
either of them as the context dictates
New Fortune Oil Shares the new Fortune Oil Shares to be
issued credited as fully paid pursuant
to and in accordance with the Scheme
Offer if Fortune Dynasty elects and the
Takeover Panel consents to make
the Acquisition by way of a takeover
offer (as that term is defined in
Chapter 3 of Part 28 of the Act),
the offer to be made by Fortune
Dynasty, or an Affiliate thereof,
to acquire the entire issued and
to be issued share capital of Fortune
Oil other than the Excluded Fortune
Oil Shares including, where the
context admits, any subsequent revision,
variation, extension or renewal
of such offer
Offer Document in the event Fortune Dynasty elects
and the Takeover Panel consents
to implement the Acquisition by
means of an Offer, the document
containing the Offer to be sent
to Fortune Oil Shareholders
Official List the official list of the FCA
Opening Position Disclosure has the meaning given to that term
in the Code
PRC the People's Republic of China
Reduction Court Hearing the hearing (or any adjournment
thereof) at which the Reduction
Court Order will be sought
Reduction Court Order the order of the Court under section
648 of the Companies Act confirming
the Capital Reduction
Regulation Council Regulation (EC) No 139/2004
Regulatory Information Service any information service authorised
from time to time by the Financial
Conduct Authority for the purposes
of disseminating regulatory announcements
Relevant Authority any government or governmental,
quasi-governmental, supranational,
statutory, regulatory, environmental
or investigative body, person, court,
trade or regulatory agency, association
or institution or any competition,
antitrust or supervisory body, in
each case in any jurisdiction
Resolutions the resolutions to be proposed by
Fortune Oil at the General Meeting
in connection with, among other
things, the approval of the Scheme
and confirmation of the Capital
Reduction, the amendment of Fortune
Oil's articles of association and
such other matters as may be necessary
to implement the Scheme and the
delisting of the Fortune Oil Shares
Restricted Jurisdiction any jurisdiction where local laws
or regulations may result in a significant
risk of civil, regulatory or criminal
exposure if information concerning
the Acquisition is sent or made
available to Fortune Oil Shareholders
in that jurisdiction
Restricted Overseas Shareholders Scheme Shareholders whose registered
address is in Hong Kong (and who
are unable to establish to the satisfaction
of Fortune Dynasty that they fall
within the exemption for invitations
to "professional investors" as defined
in the Securities and Futures Ordinance
(Chapter 571 of the Laws of Hong
Kong)) or any other jurisdiction
in which it is illegal to issue
CVRs to Scheme Shareholders or for
Scheme Shareholders to hold CVRs
Scheme or Scheme of Arrangement the scheme of arrangement under
Part 26 of the Act proposed to be
entered into between Fortune Oil
and the Scheme Shareholders to be
described in the Scheme Document,
the principal terms of which are
set out in this Announcement (with
or subject to any modification,
addition or condition which Fortune
Oil and Fortune Dynasty may agree,
and if required, the Court may approve
or impose)
Scheme Court Hearing the hearing (or any adjournment
thereof) at which the Scheme Court
Order will be sought
Scheme Court Order the order of the Court sanctioning
the Scheme under section 899 of
the Act
Scheme Document the circular to be issued by Fortune
Oil to Fortune Oil Shareholders
containing, among other things,
an explanatory statement of the
Scheme, the Scheme and notices of
the Court Meeting and the General
Meeting
Scheme Record Time 6.00 p.m. on the Business Day before
the Reduction Court Hearing
Scheme Shareholders holders of Scheme Shares
Scheme Shares the Fortune Oil Shares:
(a) in issue on the date of the
Scheme Document;
(b) if any, issued after the date
of the Scheme Document and prior
to the Voting Record Time; and
(c) issued on or after the Voting
Record Time and prior to the Scheme
Record Time either on terms that
the original or any subsequent holder
thereof shall be bound by the Scheme
or, in respect of which the holder
thereof shall have agreed in writing
to be bound by the Scheme,
in each case, other than the Excluded
Fortune Oil Shares
SEC the US Securities and Exchange Commission
Security Documents the share security agreements and
other security arrangements to be
entered into in connection with
the Vitol Offer Facility Agreement
Statement of Capital the statement of capital (approved
by the Court) showing the share
capital of Fortune Oil, as the case
may be, as altered by the Reduction
Court Order confirming the Capital
Reduction, and the information required
by section 649 of the Act
Standard Chartered Bank Standard Chartered Bank, financial
adviser to Fortune Dynasty
subsidiary, subsidiary undertaking, shall have the meanings given by
and undertaking the Act
Takeover Code or Code the City Code on Takeovers and Mergers,
as amended from time to time
Takeover Panel the Panel on Takeovers and Mergers
UK Listing Authority the FCA acting in its capacity as
the competent authority for listing
under Part VI of FSMA
United Kingdom or UK the United Kingdom of Great Britain
and Northern Ireland
United States or US the United States of America, its
territories and possessions, any
state of the United States of America,
the District of Columbia and all
other areas subject to its jurisdiction
US Holders Fortune Oil Shareholders that are
resident in, or citizens of, the
US
US Persons has the meaning set out in the US
Securities Act
US Securities Act the United States Securities Act
of 1933, as amended
Vitol Bermuda Vitol Energy (Bermuda) Limited,
a limited liability company incorporated
in Bermuda
Vitol Financing Documents the Vitol Offer Facility Agreement
and the Security Documents
Vitol Group Vitol Holding B.V., its subsidiaries
and its subsidiary undertakings
Vitol Lender Vitol Bermuda, being the original
lender under the Vitol Offer Facility
Agreement
Vitol Offer Facility Agreement the $360 million facility agreement
between Fortune Dynasty and the
Vitol Lender dated on or about the
date of this Announcement (as amended
from time to time)
Voting Record Time 6.00 p.m. on the day which is two
days prior to the date of the Court
Meeting or, if the Court Meeting
is adjourned, 6.00 p.m. on the day
which is two days prior to the day
of such adjourned meeting
VSA Capital VSA Capital Limited, financial advisers
to Fortune Oil
GBP or pounds sterling pounds sterling, the lawful currency
of the United Kingdom
$ US dollars, the lawful currency
of the United States
All times referred to in this Announcement are to London time
unless otherwise stated.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFFGRBDDSUBBGSI
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