TIDMMOG TIDMRKH
RNS Number : 5288M
Mediterranean Oil & Gas Plc
16 July 2014
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO OR FROM ANY RESTRICTED JURISDICTION OR WHERE IT
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF ANY SUCH
JURISDICTION
16 July 2014
RECOMMENDED CASH, SHARE AND CONTINGENT CONSIDERATION OFFER
by
ROCKHOPPER EXPLORATION PLC
for
MEDITERRANEAN OIL & GAS PLC
(to be effected by means of a scheme of arrangement under
Part 26 of the Companies Act 2006)
RESULT OF COURT MEETING AND GENERAL MEETING
On 23 May 2014, the boards of Rockhopper Exploration plc
("Rockhopper") and of Mediterranean Oil & Gas plc ("MOG")
announced that they had reached agreement on the terms of a
recommended acquisition under which Rockhopper will acquire the
entire issued and to be issued ordinary share capital of MOG (the
"Acquisition"). The Acquisition is to be effected by means of a
Court sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme"). A Scheme Document containing,
amongst other things, notices convening the Court Meeting, the
General Meeting, the full terms and conditions of the Scheme, a
letter from the Chairman of MOG, an Explanatory Statement from RBC
Europe Limited ("RBC"), an expected timetable of principal events
and details of the actions to be taken by Shareholders was posted
to Shareholders on 20 June 2014.
The Directors of MOG are pleased to announce that all the
resolutions proposed at the Court Meeting and the General Meeting
held earlier today were duly passed by the requisite majorities.
Capitalised terms in this announcement have the same meanings as in
the Scheme Document
Court Meeting
The first meeting, convened in accordance with the order of the
Court ("Court Meeting"), sought approval from the Shareholders for
the Scheme through which the Acquisition is to be effected.
At the Court Meeting, a majority in number of Shareholders who
voted (either in person or by proxy), representing 37.01 per cent.
by value of MOG Shares, voted in favour of the resolution to
approve the Scheme which was decided on a poll. The result of the
poll was as follows:
Number of MOG Shares As % of MOG Shares As % of total
voted voted MOG Shares
--------- --------------------- ------------------- --------------
For 159,625,035 99.93 37.01
--------- --------------------- ------------------- --------------
Against 119,757 0.07 0.03
--------- --------------------- ------------------- --------------
Total 159,744,792
--------- --------------------- ------------------- --------------
Of a total of 57 Shareholders who voted at the Court Meeting (in
person or by proxy), 51 (approximately 89 per cent. in number)
voted for and 6 (approximately 11 per cent. in number) voted
against the resolution to approve the Scheme.
General Meeting
The special resolution to authorise the Directors of MOG to take
actions necessary to effect the Scheme, to reduce the capital of
MOG, to authorise the issue and allotment of new shares by
capitalising the reserve arising from the reduction and to approve
the amendment to MOG's articles of association was decided on a
poll and the resolution was duly passed. The result of the poll was
as follows:
Number of MOG Shares As % of MOG Shares
voted voted
--------- --------------------- -------------------
For 173,359,052 99.93
--------- --------------------- -------------------
Against 121,557 0.07
--------- --------------------- -------------------
Total 173,480,609
--------- --------------------- -------------------
A vote withheld is not a vote in law and does not count in the
total of votes cast. Of a total of 58 Shareholders who voted at the
General Meeting (in person or by proxy), 51 (approximately 88 per
cent. in number) voted for, 7 (approximately 12 per cent. in
number) voted against the special resolution and none withheld
their vote.
Timetable and Next Steps
Completion of the Acquisition remains subject to the
satisfaction or (if capable of waiver) waiver of the remaining
Conditions, including the sanction of the Scheme by the Court. A
full list of the Conditions to the implementation of the
Acquisition is included in the Scheme Document.
The expected timetable of principal events for the
implementation of the Scheme is set out on below. MOG will give
notice of any change(s) by issuing an announcement through a
Regulatory Information Service.
Event Time and/or Date(1)
Court Hearing to sanction the Scheme 6 August 2014
Last day of dealings in, and registration 7 August 2014
of transfers of, MOG Shares
Reduction Record Time 6.00 p.m. 7 August 2014
Suspension of trading in MOG Shares 7.30 a.m. 8 August 2014
Court Hearing to approve the Reduction 8 August 2014
of Capital
Effective Date 11 August 2014
Cancellation of the MOG Shares to trading 7:00 a.m. 12 August 2014
on AIM
Rockhopper Consideration Shares issued 12 August 2014
Admission of Rockhopper Consideration 8.00 a.m. 12 August 2014
Shares to trading on AIM
Latest date for dispatch of Initial 25 August 2014(2)
Consideration
Long Stop Date, being the latest date 23 November 2014(3)
by which the Scheme can become effective
Estimated latest date for dispatch 25 November 2015(4)
of Contingent Consideration, if payable
______________________________
Notes:
1. All times shown are London times unless otherwise stated.
2. The latest date for dispatch of cheques or settlement through
CREST in respect of the Initial Consideration and dispatch of
certificates in respect of the Rockhopper Consideration Shares will
be 14 days after the Effective Date (in the case of holders of
Scheme Shares) and 14 days after the issue of Additional MOG Shares
(in the case of Additional MOG Shares).
3. Or such later date as the Company and Rockhopper may agree
and, if applicable, the Court may approve.
4. The latest date for dispatch of cheques or settlement through
CREST in respect of the Contingent Consideration, if payable, is 14
days (or such other day as the Panel may allow) after the
Contingent Consideration Determination Date.
Suspension and Cancellation of trading in of MOG Shares
Prior to the Scheme becoming effective, MOG will make an
application to the London Stock Exchange for the cancellation of
MOG Shares from trading on the AIM market of the London Stock
Exchange ("AIM"). Accordingly, it is expected that trading in the
MOG Shares on AIM will be suspended at 7.30 a.m. (London time) on 8
August 2014 and that, if the Scheme is sanctioned by the Court and
the other conditions to the Scheme and the Acquisition (other than
delivery of the Court Order to the Registrar of Companies in
England and Wales) are satisfied or waived, the admission of the
MOG Shares to trading on AIM will be cancelled at 7.00 a.m. (London
time) on 12 August 2014. The last day for dealings in, and for
registration of transfers in MOG Shares will therefore be 7 August
2014.
Enquiries
Mediterranean Oil & Gas plc 020 7959 2322
Bill Higgs, Chief Executive
Chris Kelsall, Finance Director
RBC Europe Limited, Rule 3 adviser and joint
broker to MOG 020 7653 4000
Jeremy Low
Matthew Coakes
Liberum Capital Limited, NOMAD, financial
adviser and joint broker to MOG 020 3100 2000
Clayton Bush
Tim Graham
FTI Consulting, PR adviser to MOG 020 3727 1000
Ben Brewerton
Alex Beagley
Rockhopper Exploration plc via Vigo Communications
- 020 7016 9571
Sam Moody, Chief Executive
Stewart MacDonald, Chief Financial Officer
Canaccord Genuity Limited, NOMAD, broker
and financial adviser to Rockhopper 020 7523 8000
Henry Fitzgerald-O'Connor
Neil Elliot
Vigo Communications, PR adviser to Rockhopper 020 7016 9571
Peter Reilly
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 Acquisition or otherwise, nor shall there be any sale,
issuance or transfer of securities of Rockhopper or MOG in any
jurisdiction in contravention of applicable law. This announcement
does not constitute a prospectus or a prospectus equivalent
document. The Acquisition will be made on the terms and subject to
the conditions and further terms set out in the Scheme Document and
Forms of Proxy. Any vote by MOG Shareholders in respect of the
Acquisition should be made only on the basis of the information
contained in the Scheme Document, which includes details of how to
vote in favour of the Scheme. MOG Shareholders are advised to read
the formal documentation in relation to the Acquisition, as it will
contain important information relating to the Acquisition.
Please be aware that addresses, electronic addresses and certain
other information provided by MOG Shareholders, persons with
information rights and other relevant persons in connection with
the receipt of communications from MOG may be provided to
Rockhopper during the Offer Period (as required under Section 4 of
Appendix 4 to the Takeover Code).
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
Acquisition 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 Acquisition or this announcement or any matter
referred to herein.
RBC Europe Limited is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority and is acting as financial adviser
to MOG and no one else in connection with the contents of this
announcement and will not be responsible to anyone other than MOG
for providing the protections afforded to clients, or for providing
advice in relation to any matters referred to herein.
Liberum Capital Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively for MOG and no one else in connection with the
Acquisition and this announcement and will not be responsible to
anyone other than MOG for providing the protections afforded to
clients of Liberum Capital Limited nor for providing advice in
connection with the Acquisition or this announcement or any matter
referred to herein.
Overseas shareholders
The release, publication or distribution of this announcement in
or into, jurisdictions other than the United Kingdom and the
availability of the Rockhopper Consideration Shares may be
restricted by law and therefore persons into whose possession this
announcement comes who are not resident in the United Kingdom
should inform themselves about, and observe, any applicable legal
or regulatory restrictions in those jurisdictions. MOG 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 Acquisition disclaim any
responsibility or liability for the violation of such restrictions
by any person. This document 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.
This announcement has been prepared for the purposes of
complying with English law, the AIM Rules, the rules of the London
Stock Exchange and the Takeover 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 any
jurisdiction outside the United Kingdom.
The Rockhopper Consideration Shares to be issued pursuant to the
Scheme have not been and will not be registered under the US
Securities Act of 1933 (as amended) (the "Securities Act") or under
the relevant securities laws of any state or territory or other
jurisdiction of the United States, but are expected to be offered
in the United States in reliance upon the exemption from the
registration requirements of the Securities Act provided by Section
3(a)(10) thereof. The Scheme will be subject to the disclosure
requirements and practices applicable in the UK to schemes of
arrangement, which differ from the disclosure requirements of the
US proxy solicitation rules and tender offer rules. However, if
Rockhopper were to elect to implement the Acquisition by means of a
Takeover Offer, such offer will be made in compliance with the US
tender offer rules, to the extent applicable, or an exemption
therefrom.
None of the securities referred to in this document have been
approved or disapproved by the US Securities and Exchange
Commission, any state securities commission in the United States or
any other US regulatory authority, nor have such authorities passed
upon or determined the adequacy or accuracy of this document. Any
representation to the contrary is a criminal offence in the United
States.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover 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 tenth business
day following the commencement of the Offer Period and, if
appropriate, by no later than 3.30 pm (London time) on the tenth
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 Takeover 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.
- ENDS -
This information is provided by RNS
The company news service from the London Stock Exchange
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