TIDMDES
RNS Number : 1677T
Desire Petroleum PLC
15 November 2013
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.
15 November 2013
DESIRE PETROLEUM PLC
RECOMMENDED COMBINATION WITH FALKLAND OIL & GAS LIMITED
RESULTS OF SHAREHOLDER MEETINGS
Desire Petroleum plc ("Desire" or the "Company") is pleased to
announce that at the Court and General Meetings convened earlier
today Desire Shareholders approved all the resolutions proposed at
both meetings by the requisite majorities in respect of the
proposed acquisition by Falkland Oil & Gas Limited ("FOGL") of
the entire issued and to be issued share capital of the Company
(the "Combination") which is being implemented by way of a scheme
of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme"). Full details of the Scheme were set out in the circular
to Shareholders dated 23 October 2013 (the "Scheme Circular").
The number of Desire Shares in issue at 6.00 p.m. on 14 November
2013 was 342,282,198.
Court Meeting
The first meeting, convened in accordance with the order of the
Court (the "Court Meeting"), sought approval from Scheme
Shareholders for the Scheme.
The resolution proposed at the Court Meeting was decided on a
poll. A majority in number of Scheme Shareholders who voted (either
in person or by proxy), representing 99.80 per cent. by value of
those Scheme Shares voted, voted in favour of the resolution to
approve the Scheme. Accordingly, the resolution proposed at the
Court Meeting was duly passed on a poll vote. Details of the votes
cast are as follows:
Number
of Scheme
Shares
voted
as a %
of the
issued
Number % Number % share
of Scheme of Scheme of Scheme of Scheme capital
Shareholders Shareholders Shares Shares of the
who voted who voted voted voted Company
--------- -------------- -------------- ----------- ----------- -----------
FOR 1,534 12.27 58,700,430 17.15 17.15
--------- -------------- -------------- ----------- ----------- -----------
AGAINST 17 0.14 115,116 0.03 0.03
--------- -------------- -------------- ----------- ----------- -----------
Desire General Meeting
The Desire General Meeting sought approval for a special
resolution proposed to approve implementation of the Scheme, to
approve the reduction of the capital of the Company and to approve
certain other related matters as set out in the Scheme Circular.
The special resolution was decided on a poll and duly passed.
Details of the votes cast are as follows:
Number % Number
of Desire of Desire of Desire
Shares Shares Shares
voted at voted at voted as a
the meeting the meeting % of the issued
share capital
of the Company
------------------- ------------- ------------- -----------------
FOR 57,833,265 99.94 16.90
------------------- ------------- ------------- -----------------
AGAINST 36,628 0.06 0.01
------------------- ------------- ------------- -----------------
TOTAL VOTE
(excl. WITHHELD) 57,869,893 100 16.91
------------------- ------------- ------------- -----------------
WITHHELD 7,130 - -
------------------- ------------- ------------- -----------------
Next steps
Completion of the Combination remains subject to the
satisfaction or (if capable of waiver) waiver of the remaining
Conditions, including the sanction of the Scheme and confirmation
of the associated capital reduction by the High Court of Justice of
England and Wales and the receipt of any required approvals from
the Falkland Islands Government.
The date of the Court hearing to sanction the Scheme and confirm
the reduction of capital is expected to be 5 December 2013.
It is intended that dealings in Desire Shares will be suspended
at 8.00 a.m. on 5 December 2013.
If the Court sanctions the Scheme and confirms the reduction of
capital it is intended that FOGL will procure that Deisre makes an
application to cancel the admission to trading of Desire Shares on
AIM, to take effect at 8.00 a.m. on 6 December 2013.
Settlement of the consideration to which any holder of Scheme
Shares is entitled will be effected as soon as practicable after
the date on which the Scheme becomes effective and in any event not
later than 14 days after that date. It is currently anticipated
that the admission of the FOGL Consideration Shares to trading on
AIM and the crediting of FOGL Depositary Interests to CREST
accounts of Desire Shareholders will take effect by 8.00 a.m. on 6
December 2013.
The dates stated above are indicative only and will depend,
among other things, on the dates upon which the Court sanctions the
Scheme and confirms the associated reduction of capital and the
date on which the Conditions are satisfied or (if capable of
waiver) waived. If any of the times and/or dates above change, the
revised times and/or dates will be notified to Desire Shareholders
by announcement through a Regulatory Information Service.
Other
Terms and expressions in this announcement shall, unless the
context otherwise requires, have the same meanings as given to them
in the Scheme Circular.
Enquiries:
Desire
Stephen Phipps, Chairman +44 (0)20 7436 0423
Ian Duncan, Chief Executive Officer
Peel Hunt LLP (Financial Adviser, Broker and NOMAD to
Desire)
Richard Crichton +44 (0)20 7418 8900
Charlie Batten
FOGL
Tim Bushell, Chief Executive Officer +44 (0)20 7563 1260
RBC Europe Limited (Financial Adviser, Joint Broker and NOMAD to
FOGL)
Matthew Coakes +44 (0)20 7653 4000
Jeremy Low
Mark Rushton
Jefferies International Limited (Financial Adviser and Joint
Broker to FOGL)
Richard Kent +44 (0)20 7029 8000
Chris Zeal
Graham Hertrich
Media Enquiries:
Buchanan (PR Adviser to Desire)
Ben Romney +44 (0)20 7466 5000
FTI Consulting (PR Adviser to FOGL)
Ed Westropp +44 (0)207 831 3113
Natalia Erikssen
Peel Hunt LLP, which is authorised and regulated in the UK by
the Financial Conduct Authority, is acting exclusively for Desire
and no one else in connection with the Combination and this
announcement and will not be responsible to anyone other than
Desire for providing the protections afforded to clients of Peel
Hunt LLP nor for providing advice in connection with the
Combination or any matter referred to herein.
RBC Europe Limited, which is authorised by the Prudential
Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority, is acting
exclusively for FOGL and no one else in connection with the
Combination and will not be responsible to anyone other than FOGL
for providing the protections afforded to clients of RBC Europe
Limited, or for providing advice in connection with the Combination
or any matters referred to herein.
Jefferies International Limited, which is authorised and
regulated in the UK by the Financial Conduct Authority, is acting
exclusively for FOGL and no one else in connection with the
Combination and this announcement and will not be responsible to
anyone other than FOGL for providing the protections afforded to
clients of Jefferies nor for providing advice in connection with
the Combination or any matter referred to herein.
Further information
This announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy securities,
pursuant to the Combination or otherwise. The Combination has been
made solely by means of the Scheme Circular, which contains the
full terms and conditions of the Combination. Desire and FOGL urge
Desire Shareholders to read the Scheme Circular which is being
distributed to Scheme Shareholders (with the exception of certain
Scheme Shareholders in Restricted Jurisdictions), as it contains
important information relating to the Combination.
This announcement does not constitute a prospectus or prospectus
equivalent document.
This announcement has been prepared for the purpose of complying
with English law and the City 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.
Overseas shareholders
The release, publication or distribution of this announcement or
the Scheme Circular in certain jurisdictions may be restricted by
law. Persons who are not resident in the United Kingdom or who are
subject to other jurisdictions should inform themselves of, and
observe, any applicable requirements.
Unless otherwise determined by FOGL or required by the City Code
and permitted by applicable law and regulation, the Combination
will not be made, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction, and the Combination will not be capable of
acceptance from or within a Restricted Jurisdiction. Accordingly,
copies of this announcement and all documentation relating to the
Combination are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in, into or from
a Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction, and persons receiving this announcement and all
documents relating to the Combination (including custodians,
nominees and trustees) must not mail or otherwise distribute or
send them in, into or from such jurisdictions as doing so may
invalidate any purported acceptance of the Combination.
The availability of the Combination to Desire Shareholders who
are not resident in the United Kingdom may be affected by the laws
of the relevant jurisdictions in which they are resident. Persons
who are not resident in the United Kingdom should inform themselves
of, and observe, any applicable requirements.
Further details in relation to overseas Desire Shareholders are
contained in the Scheme Circular.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. 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 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) 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 per cent. 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 pm (London
time) on the business day following the date of the relevant
dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
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 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
A copy of this announcement will be made available, free of
charge subject to certain restrictions relating to persons resident
in Restricted Jurisdictions, at www.fogl.com and
www.desireplc.co.uk by no later than 12 noon (London time) on the
business day following the date of this announcement.
You may request a hard copy of this announcement, free of
charge, by contacting Capita Registrars on +44 (0) 871 664
0300.
Desire Shareholders may also request that all future documents,
announcements and information to be sent to them in relation to the
Combination should be in hard copy form.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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