TIDMFOGL TIDMRKH
RNS Number : 8376I
Falkland Oil and Gas Limited
11 December 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO OR FROM ANY JURISDICTION WHERE IT WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
11 December 2015
RECOMMENDED ALL-SHARE MERGER
OF
ROCKHOPPER EXPLORATION PLC ("ROCKHOPPER")
AND
FALKLAND OIL AND GAS LIMITED ("FOGL")
(to be effected by means of a scheme of arrangement under
Part IV of the Companies Act 1948)
POSTING OF SCHEME DOCUMENT
On 24 November 2015, the boards of Rockhopper and Falkland Oil
and Gas Limited ("FOGL") announced that they had reached agreement
on the terms of a recommended all-share merger (the "Merger") to be
effected by means of a Court-sanctioned scheme of arrangement under
Part IV of the Companies Act 1948, being the legislation applicable
in the Falkland Islands where FOGL is incorporated (the
"Scheme").
FOGL is today publishing a circular (the "Scheme Document") to
shareholders of FOGL ("FOGL Shareholders"), together with the
associated Forms of Proxy and Forms of Direction. The Scheme
Document contains, amongst other things, notices convening the
Court Meeting, the FOGL General Meeting, the full terms and
conditions of the Scheme, a letter from the Chairman of FOGL, an
Explanatory Statement from RBC Europe Limited (trading as RBC
Capital Markets) ("RBC"), an expected timetable of principal events
and details of the actions to be taken by FOGL Shareholders.
Notice of Shareholder Meetings
The Court Meeting and the FOGL General Meeting will all be held
at FTI Consulting, 200 Aldersgate, Aldersgate Street, London, EC1A
4HD on Tuesday, 5 January 2016. The Court Meeting will start at
2.00p.m. and the FOGL General Meeting will start at 2.30p.m. (or as
soon as the Court Meeting has been concluded or adjourned).
If shareholders pass the necessary resolutions at the
aforementioned meetings, it is anticipated that the Scheme Court
Hearing will be held on or around 15 January 2016 and that the
Scheme will become effective on or around 18 January 2016.
Publication of Scheme Document
The Scheme Document will today be made available on FOGL's
website at www.fogl.com and Rockhopper's website at
www.rockhopperexploration.co.uk and will be posted by FOGL today to
all FOGL Shareholders. Additional copies of the Scheme Document are
available by contacting the Capita Asset Services on 0371 664 0321
(or, from outside the United Kingdom, +44 (0)371 664 0321).
Capitalised terms in this announcement, unless otherwise
defined, have the same meaning given to them in the Scheme
Document.
Expected Timetable of Principal Events
The following indicative timetable sets out the expected dates
for implementation of the Merger.
Event Expected time/date(1)
Rockhopper General Meeting 10:30 a.m. on 14 December 2015
Latest time for lodging Forms of Direction for the:(2)
2.00 p.m. on 30 December 2015(3)
* Court Meeting (blue form)
2.30 p.m. on 30 December 2015(4)
* FOGL General Meeting (white form)
Latest time for lodging Forms of Proxy for the:(2)
2.00 p.m. on 31 December 2015(5)
* Court Meeting (blue form)
2.30 p.m. on 31 December 2015(6)
* FOGL General Meeting (white form)
Voting Record Time 6.00 p.m. on 31 December 2015(7)
Court Meeting 2.00 p.m. on 5 January 2016
FOGL General Meeting 2.30 p.m. on 5 January 2016(8)
Court Hearing 1.00 p.m. on 15 January 2016(9)
Last day of dealings in FOGL Shares 15 January 2016(9)
Scheme Record Time 6.00 p.m. on 15 January 2016(9)
Suspension of dealings in FOGL Shares By 8.00 a.m. on 18 January 2016(9)
Effective Date of the Scheme 18 January 2016(9)
Rockhopper Consideration Shares admitted to trading on AIM and credited to CREST By 8.00 a.m. on 19 January 2016(9)
accounts
of FOGL Shareholders
Expected cancellation of admission of FOGL Shares to trading on AIM By 8.00 a.m. on 19 January 2016(9)
Expected despatch of definitive share certificates for Rockhopper Consideration 1 February 2016(9)
Shares to
FOGL Shareholders who hold their FOGL Shares in certificated form
Long Stop Date, being the latest date by which the Scheme can become Effective 31 March 2016(10)
Notes:
(1) All references in this announcement to times are to London time, unless otherwise stated.
(2) The Blue Form of Proxy and Blue Form of Direction are for
use at the Court Meeting and the White Form of Proxy and White Form
of Direction are for use at the FOGL General Meeting. FOGL
Shareholders holding FOGL Shares in certificated form should
complete and return the Blue and White Forms of Proxy and FOGL
Shareholders holding depository interests representing FOGL Shares
should complete and return the Blue and White Forms of Direction in
each case in accordance with instructions printed thereon and in
the Scheme Document.
(3) It is requested that Blue Forms of Direction for the Court
Meeting be lodged by 2.00p.m. on 30 December 2015 or, if the Court
Meeting is adjourned, not later than 72 hours prior to the time
appointed for the Court Meeting (excluding weekends and public
holidays in England and Wales and/or the Falkland Islands). Blue
Forms of Direction not so lodged may be handed to the Company's
Registrars (on behalf of the chairman of the Court Meeting) before
the taking of the poll at the Court Meeting and will still be
valid.
(4) White Forms of Direction for the FOGL General Meeting must
be lodged by 2.30 p.m. on 30 December 2015 or, if the FOGL General
Meeting is adjourned, not later than 72 hours prior to the time
appointed for the FOGL General Meeting (excluding weekends and
public holidays in England and Wales and/or the Falkland Islands).
The White Forms of Direction cannot be handed to the Company's
Registrars (on behalf of the chairman of the FOGL General Meeting)
at the FOGL General Meeting.
(5) It is requested that Blue Forms of Proxy for the Court
Meeting be lodged by 2.00 p.m. on 31 December 2015 or, if the Court
Meeting is adjourned, not later than 48 hours prior to the time
appointed for the Court Meeting (excluding weekends and public
holidays in England and Wales and/or the Falkland Islands). Blue
Forms of Proxy not so lodged may be handed to the Company's
Registrars (on behalf of the chairman of the Court Meeting) before
the taking of the poll at the Court Meeting and will still be
valid.
(6) White Forms of Proxy for the FOGL General Meeting must be
lodged by 2.30 p.m. on 31 December 2015 or, if the FOGL General
Meeting is adjourned, not later than 48 hours prior to the time
appointed for the FOGL General Meeting (excluding weekends and
public holidays in England and Wales and/or the Falkland Islands).
The White Forms of Proxy cannot be handed to the Company's
Registrars (on behalf of the chairman of the FOGL General Meeting)
at the FOGL General Meeting.
(7) If either the Court Meeting or the FOGL General Meeting is
adjourned, the Voting Record Time for the relevant adjourned
meeting will be 6.00 p.m. on the day falling two Business Days
before the date of the adjourned meeting.
(8) Or as soon thereafter as the Court Meeting shall have concluded or been adjourned.
(9) These dates are indicative only and will depend, among other
things, on the date upon which the Court sanctions the Scheme and
whether the Conditions are satisfied or waived.
(10) Or such later date as may be agreed between Rockhopper and
FOGL and, if appropriate, approved by the Court.
To the extent any of the above expected dates or times change,
FOGL will give notice of any such changes and details of the
revised dates and/or times to FOGL Shareholders by issuing an
announcement through a Regulatory Information Service.
Enquiries
For further information, please contact:
+44 (0)20 7563
Falkland Oil and Gas Limited 1260
Tim Bushell, Chief Executive
Officer
RBC Europe Limited (trading
as RBC Capital Markets), NOMAD,
financial adviser and joint +44 (0)20 7653
broker to FOGL 4000
Matthew Coakes
Andrew Congleton
Mark Rushton
Roland Symonds
Numis Securities Limited, joint +44 (0)20 7260
broker to FOGL 1000
John Prior
Ben Stoop
Paul Gillam
FTI Consulting, PR adviser +44 (0)20 3727
to FOGL 1000
Ed Westropp
George Parker
Rockhopper Exploration plc via Vigo Communications
+44 (0) 20 7016
9571
Sam Moody, Chief Executive
Stewart MacDonald, Chief Financial
Officer
Fiona MacAulay, Chief Operating
Officer
Canaccord Genuity Limited,
NOMAD, broker and financial +44 (0) 20 7523
adviser to Rockhopper 8000
Henry Fitzgerald-O'Connor
Manuel Santiago
Wei Loon Yap
Liberum Capital Limited, joint +44 (0) 20 3100
broker to Rockhopper 2227
Clayton Bush
Neil Elliot
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