RNS Number : 6110V
EnCore Oil PLC
16 January 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
16 January 2012
EnCore OIl plc
RECOMMENDED ACQUISITION OF ENCORE OIL PLC BY PREMIER OIL PLC
EnCore Oil plc ("EnCore" or the "Company") announces that the Reduction Court Order has been delivered to the Registrar of Companies today, 16 January 2012, and the scheme of arrangement (the "Scheme") under Part 26 of the Companies Act 2006 to effect the proposed acquisition by Premier Oil plc ("Premier") of the entire issued and to be issued share capital of the Company (the "Acquisition") has therefore become effective. EnCore has been re-registered as a private company.
The EnCore Shares will cease to be admitted to trading on AIM at or about 8:00 a.m. on 17 January 2012 and it is expected that the listing of the New Premier Shares on the Official List and the admission of the New Premier Shares to trading on the London Stock Exchange's main market for listed securities will also take effect at or about 8.00 a.m. on 17 January 2012.
Terms and expressions in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the Scheme Document sent to shareholders in relation to the Scheme dated 18 November 2011.
All times referred to in this announcement are references to London time.
EnCore Oil plc
Alan Booth +44 (0)20 7224 4546
Neeve Billis +44 (0)20 7280 5000
Cenkos Securities plc (NOMAD and Joint Broker to EnCore)
Jon Fitzpatrick +44 (0)20 7397 1951
This announcement is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise.
This announcement does not constitute a prospectus or prospectus equivalent document.
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions, and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement has been prepared for the purposes of complying with English law and the City Code on Takeovers and Mergers ("Code") and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of England.
N M Rothschild & Sons Limited ("Rothschild"), which is authorised and regulated in the UK by the FSA, is acting exclusively for EnCore and no one else in connection with the Acquisition and will not be responsible to anyone other than EnCore for providing the protections afforded to clients of Rothschild or for providing advice in relation to the Acquisition or any other matters referred to in this announcement.
Cenkos Securities plc ("Cenkos"), which is authorised and regulated in the UK by the FSA, is acting exclusively as Nominated Adviser and Joint Broker to EnCore and no one else in connection with the above and will not be responsible to anyone other than EnCore for providing the protections afforded to clients of Cenkos, or for providing advice in relation to the matters referred to in this announcement.
Notice to US investors in EnCore: This announcement does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for any security, including the EnCore Shares, in the United States, nor should any part of it nor the fact of its distribution form part of or be relied on in connection with any contract or investment decision relating thereto.
The Acquisition relates to the shares of a UK company and is proposed to be made by means of a scheme of arrangement provided for under the laws of England and Wales. The Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure and other requirements of US securities laws. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to the financial statements of US companies.
The New Premier Shares, which will be issued in connection with the Acquisition, have not been, will not be, and are not required to be registered under the US Securities Act of 1933, as amended ("US Securities Act") or under the securities law of any state or other jurisdiction of the United States. The New Premier Shares may not be offered, sold, delivered or transferred in the United States absent registration under the US Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. It is expected that the New Premier Shares will be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof and only to the extent that corresponding exemptions from the registration or qualification requirements of state "blue sky" securities laws are available. Under applicable US securities laws, persons (whether or not US persons) who are or will be "affiliates" (for the purposes of the US Securities Act) of EnCore or Premier prior to, or of Premier after, the Effective Date will be subject to certain transfer restrictions relating to the New Premier Shares received in connection with the Acquisition.
Publication on EnCore Website
A copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on EnCore's website at www.encoreoil.co.uk.
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