TIDMFOGL TIDMRKH
RNS Number : 9320K
Falkland Oil and Gas Limited
05 January 2016
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
5 January 2016
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)
Result of Court and General Meeting
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").
The Scheme Document, containing the terms and conditions of the
Scheme, was posted to FOGL Shareholders on 11 December 2015. Unless
otherwise stated, defined terms used in this announcement shall
have the same meaning as those used in the Scheme Document.
FOGL is now pleased to announce that, at the Court Meeting and
General Meeting held earlier today to approve the Scheme and
associated matters, the resolutions proposed at the Meetings were
passed.
At the Court Meeting, the required majority in number of those
Scheme Shareholders present and voting, either in person or by
proxy or by corporate representative, representing approximately
99.78 per cent. in nominal value of all Scheme Shares in respect of
which votes were cast, voted in favour of the Scheme. The voting of
those Scheme Shareholders who cast votes either in person or by
proxy or by corporate representative at the Court Meeting was as
follows:
Total Votes Votes for the Votes against
Scheme the Scheme
----------------- --------------------------- ------------------------ --------------------------
Percentage
No. of of voted Percentage
Scheme Scheme No. of of voted
Shares Shares Scheme Scheme
No. of which which Shares Shares
Scheme were were which which
No. of Shares voted voted were were
Scheme which in favour in favour voted voted
Shareholders were of the of the against against
who voted voted Scheme Scheme the Scheme the Scheme
----------------- -------------- ----------- ----------- ----------- ------------ ------------
Totals
in
person,
by
proxy
and
by
corporate
representative 1,906 92,732,547 92,530,144 99.78 202,403 0.22
----------------- -------------- ----------- ----------- ----------- ------------ ------------
Of a total of 1,906 Scheme Shareholders who voted at the Court
Meeting (in person or by proxy or by corporate representative),
1,866 (approximately 97.9 per cent. in number) voted in favour of
the Scheme and 40 (approximately 2.1 per cent. in number) voted
against the Scheme.
At the General Meeting, the special resolution put to the
meeting was duly passed on a poll vote. The voting of those FOGL
Shareholders who cast votes either in person or by proxy or by
corporate representative at the General Meeting was as follows:
Votes % Votes % Votes
For For Against Against Withheld
----------- ------ --------- --------- ----------
93,428,850 99.79 191,995 0.21 8,075
----------- ------ --------- --------- ----------
In order to become Effective, the Court will need to sanction
the Scheme. The Court Hearing to sanction the Scheme will be held
on 15 January 2016. The Scheme is expected to become Effective on
18 January 2016.
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
Vigo Communications, PR adviser +44 (0) 20 7016
to Rockhopper 9571 / 9573
Peter Reilly
Patrick d'Ancona
Further information
This announcement is for information only and is not intended to
and does not constitute, or form part of any offer to sell or
invitation to purchase or subscribe for any securities, or any
solicitation of any vote or approval in any jurisdiction pursuant
to the Merger or otherwise, nor shall there be any sale, issuance
or transfer of securities of Rockhopper or FOGL in any jurisdiction
in contravention of applicable law. This announcement does not
constitute a prospectus or a prospectus equivalent document.
Rockhopper reserves the right to elect to implement the Merger
by way of a Merger Offer. In such event, the Merger Offer will be
implemented on substantially the same terms, subject to appropriate
amendments, as those which would apply to the Scheme.
Please be aware that addresses, electronic addresses and certain
other information provided by FOGL Shareholders, persons with
information rights and other relevant persons in connection with
the receipt of communications from FOGL may be provided to
Rockhopper during the Merger Period.
RBC, 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 Merger and will not be responsible to
anyone other than FOGL for providing the protections afforded to
clients of RBC nor for providing advice in relation to the Merger
or any other matters referred to in this announcement.
Numis Securities Limited, which is authorised and regulated by
the Financial Conduct Authority in the United Kingdom, is acting
exclusively for FOGL and for no one else in connection with the
Merger and will not be responsible to anyone other than FOGL for
providing the protections afforded to its clients or for providing
advice in connection with the Merger or any other matter referred
to herein.
Canaccord Genuity Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Rockhopper and no one else in connection with the
Merger and this announcement and will not be responsible to anyone
other than Rockhopper for providing the protections afforded to
clients of Canaccord Genuity Limited nor for providing advice in
connection with the Merger or this announcement or any matter
referred to herein.
Liberum Capital Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Rockhopper and no one else in connection with the
Merger and this announcement and will not be responsible to anyone
other than Rockhopper for providing the protections afforded to
clients of Liberum Capital Limited nor for providing advice in
connection with the Merger or this announcement or any matter
referred to herein.
Overseas shareholders
The release, publication or distribution of this announcement in
or into, and the availability of the Rockhopper Consideration
Shares in certain jurisdictions may be restricted by law and
therefore persons into whose possession this announcement comes who
are not resident in the United Kingdom or the Falkland Islands
should inform themselves about, and observe, any applicable legal
or regulatory restrictions in those jurisdictions. FOGL
Shareholders who are in any doubt regarding such matters should
consult an appropriate independent adviser in the relevant
jurisdiction without delay. Any failure to comply with such
restrictions may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent permitted by
applicable law, the companies involved in the Merger disclaim any
responsibility or liability for the violation of such restrictions
by any person. This announcement does not constitute an offer to
sell, or the solicitation of any offer to buy, any Rockhopper
Consideration Shares in any jurisdiction in which such an offer or
solicitation would be unlawful.
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