Scheme of Arrangement Effective (6110V)
January 16 2012 - 6:15AM
UK Regulatory
TIDMEO. TIDMPMO
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
scheme effective
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.
Next Steps
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.
Other
Terms and expressions in this announcement shall, unless the
context otherwise requires, have the same meanings as given to them
in the Scheme Document sent to shareholders in relation to the
Scheme dated 18 November 2011.
All times referred to in this announcement are references to
London time.
Enquiries:
EnCore Oil plc
Alan Booth +44 (0)20 7224 4546
Eugene Whyms
Rothschild
Neeve Billis +44 (0)20 7280 5000
David Hemmings
Cenkos Securities plc (NOMAD and Joint Broker to EnCore)
Jon Fitzpatrick +44 (0)20 7397 1951
Ken Fleming
This announcement is not intended to and does not constitute or
form part of any offer to sell or subscribe for or any invitation
to purchase or subscribe for any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the
Acquisition or otherwise.
This announcement does not constitute a prospectus or prospectus
equivalent document.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
the laws of those jurisdictions, and therefore persons into whose
possession this announcement comes should inform themselves about
and observe any such restrictions. Failure to comply with any such
restrictions may constitute a violation of the securities laws of
any such jurisdiction.
This announcement has been prepared for the purposes of
complying with English law and the City Code on Takeovers and
Mergers ("Code") and the information disclosed may not be the same
as that which would have been disclosed if this announcement had
been prepared in accordance with the laws and regulations of any
jurisdiction outside of England.
N M Rothschild & Sons Limited ("Rothschild"), which is
authorised and regulated in the UK by the FSA, is acting
exclusively for EnCore and no one else in connection with the
Acquisition and will not be responsible to anyone other than EnCore
for providing the protections afforded to clients of Rothschild or
for providing advice in relation to the Acquisition or any other
matters referred to in this announcement.
Cenkos Securities plc ("Cenkos"), which is authorised and
regulated in the UK by the FSA, is acting exclusively as Nominated
Adviser and Joint Broker to EnCore and no one else in connection
with the above and will not be responsible to anyone other than
EnCore for providing the protections afforded to clients of Cenkos,
or for providing advice in relation to the matters referred to in
this announcement.
Notice to US 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCFQLFFLFFBBBL
Encore Oil (LSE:EO.)
Historical Stock Chart
From Mar 2024 to Apr 2024
Encore Oil (LSE:EO.)
Historical Stock Chart
From Apr 2023 to Apr 2024
