TIDMSEPL TIDMELA
RNS Number : 8881P
Seplat Petroleum Development Co PLC
15 October 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
15 October 2019
RECOMMED CASH ACQUISITION
of
Eland Oil & Gas PLC ("Eland")
by
Seplat Petroleum Development Company Plc ("Seplat")
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Summary and Highlights
-- The boards of Seplat and Eland are pleased to announce that
they have reached agreement on the terms of a recommended cash
acquisition of the entire issued and to be issued ordinary share
capital of Eland by Seplat (the "Acquisition"). The Acquisition
is to be effected by means of a scheme of arrangement under
Part 26 of the Companies Act.
-- Under the terms of the Acquisition, each Eland Shareholder will
be entitled to receive:
for each Eland Share 166 pence in cash
-- The Acquisition values the entire issued and to be issued ordinary
share capital of Eland at approximately GBP382 million on a
fully diluted basis, and represents: -- a premium of approximately 28.5 per cent. to the Closing
Price per Eland Share of 129.2 pence on 14 October 2019
(being the latest practicable date prior to this Announcement);
-- a premium of approximately 32.6 per cent. to the three-month
volume weighted average price per Eland Share as of 14
October 2019 of 125.2 pence; and
-- a premium of approximately 32.7 per cent. to the six-month
volume weighted average price per Eland Share as of 14
October 2019 of 125.1 pence.
-- In addition, Eland Shareholders on the register at the close
of business on 18 October 2019 will be entitled to receive and
retain the interim dividend of 1 pence per Eland Share to be
paid on 31 October 2019.
Eland Recommendation
-- The Eland Directors, who have been so advised by Evercore as
to the financial terms of the Acquisition, consider the terms
of the Acquisition to be fair and reasonable. In providing its
advice to the Eland Directors, Evercore has taken into account
the commercial assessments of the Eland Directors. Evercore
is providing independent financial advice to the Eland Directors
for the purposes of Rule 3 of the Code.
-- Accordingly, the Eland Directors unanimously intend to recommend
that Eland Shareholders vote in favour of: (i) the Scheme at
the Court Meeting; and (ii) the Resolution at the General Meeting,
in each case as the Eland Directors who are interested in Eland
Shares have irrevocably undertaken to do in respect of those
Eland Shares in respect of which they are able to control the
exercise of voting rights, amounting in aggregate to 609,657
Eland Shares and representing approximately 0.28 per cent. of
the issued share capital of Eland.
Irrevocable Undertakings
-- In addition to the above-mentioned irrevocable undertakings
from the Eland Directors, Seplat has also received irrevocable
undertakings from Helios Natural Resources Limited ("Helios"),
Lombard Odier Asset Management (Europe) Limited ("LOAME") and
Richard I Griffiths to vote, or procure the voting, to approve
the Scheme at the Court Meeting and vote, or procure the voting,
in favour of the Resolution at the General Meeting in respect
of a total of 129,118,048 Eland Shares, representing approximately
59.89 per cent. of the existing issued ordinary share capital
of Eland.
-- Therefore, as at the date of this Announcement, Seplat has received
irrevocable undertakings to vote, or procure the voting, to
approve the Scheme at the Court Meeting and vote, or procure
the voting, in favour of the Resolution at the General Meeting
with respect to a total of 129,727,705 Eland Shares, representing
approximately 60.17 per cent. of the existing issued ordinary
share capital of Eland. Further details of the above-mentioned
irrevocable undertakings are set out in Appendix III to this
Announcement.
Information on Seplat
-- Seplat is a leading independent oil and natural gas producer
in the Niger Delta area of Nigeria, and a leading supplier of
processed natural gas to the domestic market, fully listed on
both the Nigerian Stock Exchange and the London Stock Exchange
since April 2014. As a full cycle upstream oil and gas exploration
and production company, Seplat's focus is on maximising hydrocarbon
production and recovery from existing production and development
assets, realising the upside potential within the portfolio
through focused appraisal and exploration activities and farm-in
into new opportunities in Nigeria. Seplat's existing portfolio
comprises of direct interests in five blocks in the Niger Delta
area and a revenue interest in an additional block.
Information on Eland
-- Eland is an independent oil and gas company focused on production,
development and exploration in West Africa, particularly the
Niger Delta region of Nigeria. Eland was founded in 2009 with
a strategy to deliver exceptional shareholder returns through
a combination of development, production growth and exploration
success. In 2012 Eland, through its joint venture company, Elcrest,
purchased a 45 per cent. interest in OML 40 and in 2014 acquired
a 40 per cent. stake in a second licence, Ubima. Led by its
experienced senior management and operating team, the Eland
Group took gross production on OML 40 from 3,338bopd average
daily production for producing days in 2014 to a peak 2018 production
rate of over 31,000bopd, an increase of over 800 per cent. Eland's
headquarters are in Aberdeen, with additional offices in London,
Lagos, Benin City and Abuja.
Financing
-- The cash consideration payable under the Acquisition is being
wholly funded through a combination of existing cash resources
of Seplat and a new loan facility available to Seplat.
-- In accordance with Rule 2.7(d) of the Code, Citi, as sole financial
adviser to Seplat, is satisfied that sufficient resources are
available to Seplat to satisfy in full the cash consideration
payable to Eland Shareholders under the terms of the Acquisition.
Timetable and Conditions
-- The Acquisition will be put to Eland Shareholders at the Court
Meeting and at the General Meeting. In order to become Effective,
the Scheme must be approved by a majority in number of the Eland
Shareholders voting at the Court Meeting, either in person or
by proxy, representing at least 75 per cent. in value of the
Eland Shares voted. In addition, a special resolution, to deal
with certain matters ancillary to the Scheme, must be passed
by Eland Shareholders representing at least 75 per cent. of
the votes cast at the General Meeting.
-- Subject to, among other things, the satisfaction or the waiver
of the Conditions, the Scheme is expected to become Effective
in late 2019.
-- The Scheme Document, containing further information about the
Acquisition and notices of the Court Meeting and the General
Meeting, will be published as soon as practicable and, in any
event, within 28 days of this Announcement.
Commenting on the Acquisition, George Maxwell, CEO of Eland,
said:
"This recommended offer from Seplat represents the culmination
of a very successful journey by Eland, the management team and all
of its stakeholders. Since founding Eland, we have, jointly with
our partners in Elcrest, acquired our interests in OML 40, a
non-producing asset, achieved an all-time record production on this
asset and become a significant independent producer in Nigeria's
E&P landscape and one of the biggest oil producers on London's
AIM market.
Eland has, in a period which has seen a significant cyclical
downturn in our industry, outperformed most of its peers and the
AIM Oil & Gas Index. This transaction represents a record share
price for Eland and crystallises Eland's stated goal to maximise
shareholder value."
Russell Harvey, Chairman of Eland, commented:
"We are pleased to announce this recommended Acquisition by
Seplat. Eland's management team has done an excellent job executing
our strategy. We have demonstrated a strong track record of
operational delivery and value creation in Nigeria from our
high-quality assets. This offer allows Eland Shareholders to
benefit from an accelerated and enhanced realisation of this value
through a cash offer at a significant premium to the current market
value. In addition, the business will benefit from the opportunity
to become part of a more significant player in the Nigerian oil and
gas market. For these reasons, the Eland Board unanimously intends
to recommend the offer to Eland Shareholders."
Commenting on the Acquisition, Dr. Bryant Orjiako, Chairman of
Seplat, said:
"Since Seplat acquired its first blocks and commenced production
in 2010, we have increased oil and gas production and grown
reserves in each year of operation, delivering significant growth
and value for our shareholders. We firmly believe that Eland is a
complementary fit with Seplat and that there will be enhanced scale
and a wider range of capabilities made available to the enlarged
group through the combination.
This acquisition signals the next step in our journey that will
underpin Seplat's ambition to be the leading independent E&P in
Nigeria."
Austin Avuru, CEO of Seplat, commented:
"We are pleased to have reached an agreement to acquire Eland
and its portfolio of assets that will enhance our existing
operations. Eland is an excellent fit with Seplat and the
combination should achieve for us growth and increased
profitability, creating value for our shareholders, employees and
other stakeholders while offering an attractive upfront premium to
Eland Shareholders. The Acquisition, made possible by our robust
operational platform and headroom in our capital structure, is in
line with a key part of our established strategy which is to pursue
opportunities in the onshore and offshore areas of Nigeria that
offer near term production with cash flow and reserves
potential.
The Acquisition reinforces Seplat's status as one of Nigeria's
leading indigenous, independent E&Ps and will create a Nigerian
E&P champion with the footprint and technical capabilities to
further grow and consolidate in Nigeria."
This Summary should be read in conjunction with, and is subject
to, the full text of this Announcement. The Acquisition will be
subject to the Conditions and further terms set out in Appendix I
to this Announcement and to the full terms and conditions which
will be set out in the Scheme Document. Appendix II to this
Announcement contains the sources and bases of certain information
contained in this Announcement, Appendix III contains a summary of
the irrevocable undertakings received in relation to the
Acquisition and Appendix IV contains definitions of certain
expressions used in the Summary and in this Announcement.
Further Information
White & Case LLP and Olaniwun Ajayi LP are providing legal
advice to Seplat. Mayer Brown International LLP, Stronachs LLP and
Streamsowers & Köhn are providing legal advice to Eland.
Enquiries:
Eland +44 (0) 20 7016 3180
George Maxwell, Chief Executive Officer
Ron Bain, Chief Financial Officer
Finlay Thomson, Investor Relations Manager
Evercore (Sole Financial Adviser to Eland) +44 (0) 20 7653 6000
David Waring
Edward Banks
Gent Kadare
Peel Hunt (Nominated Adviser and Joint Broker
to Eland) +44 (0) 20 7418 8900
Richard Crichton
Michael Nicholson
David McKeown
Stifel (Joint Broker to Eland) +44 (0) 20 7710 7600
Callum Stewart
Nicholas Rhodes
Ashton Clanfield
Camarco (PR Adviser to Eland) +44 (0) 20 3757 4980
Billy Clegg
Seplat +234 (0) 1 277 0400
Austin Avuru, Chief Executive Officer
Roger Brown, Chief Financial Officer
Chioma Nwachuku, GM - External Affairs and
Communications
Ayeesha Aliyu, Investor Relations
Citi
(Sole Financial Adviser and Joint Corporate
Broker to Seplat) +44 (0) 20 7986 4000
Luke Spells
Shreyas Bordia
Tom Reid (Corporate Broking)
Investec
(Joint Corporate Broker to Seplat) +44 (0) 20 7597 4000
Chris Sim
Tejas Padalkar
Lawrence Killian
FTI Consulting (PR Adviser to Seplat) +44 (0) 20 3727 1000
Ben Brewerton
Sara Powell
Important Notices
Citigroup Global Markets Limited ("Citi"), which is authorised
by the Prudential Regulation Authority and regulated in the UK by
the Financial Conduct Authority and the Prudential Regulation
Authority, is acting as sole financial adviser for Seplat and for
no one else in connection with the Acquisition and other matters
described in this Announcement, and will not be responsible to
anyone other than Seplat for providing the protections afforded to
clients of Citi nor for providing advice in connection with
Acquisition, the contents of this Announcement or any other matters
referred to in this Announcement. Neither Citi nor any of its
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, in delict, under statute or otherwise) to any person who is
not a client of Citi in connection with this Announcement, any
statement contained herein, the Acquisition or otherwise.
Investec Bank plc ("Investec") which is authorised by the
Prudential Regulation Authority and regulated in the United Kingdom
by the Financial Conduct Authority and the Prudential Regulation
Authority, is acting as joint corporate broker to Seplat and for no
one else in connection with the Acquisition and will not be
responsible to anyone other than Seplat for providing the
protections afforded to its clients or for providing advice in
relation to the Acquisition, the contents of this Announcement or
any other matters referred to in this Announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Investec by the Financial Services and Markets
Act 2000 (as amended) or the regulatory regime established
thereunder, Investec does not make any representation express or
implied in relation to, nor accepts any responsibility whatsoever
for, the Acquisition, the contents of this Announcement or any
other matters referred to in this Announcement. Investec (and its
affiliates) accordingly, to the fullest extent permissible by law,
disclaims all and any responsibility or liability (save for any
statutory liability) whether arising in tort, delict, contract or
otherwise which it might have in respect of the Acquisition, the
contents of this Announcement or any other matters referred to in
this Announcement.
Evercore Partners International LLP ("Evercore"), which is
authorised and regulated by the Financial Conduct Authority in the
UK, is acting exclusively as financial adviser to Eland and no one
else in connection with the matters described in this Announcement
and will not be responsible to anyone other than Eland for
providing the protections afforded to clients of Evercore nor for
providing advice in connection with the matters referred to herein.
Neither Evercore nor any of its subsidiaries, branches or
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, in delict, under statute or otherwise) to any person who is
not a client of Evercore in connection with this Announcement, any
statement contained herein, any offer or otherwise. Apart from the
responsibilities and liabilities, if any, which may be imposed on
Evercore by the Financial Services and Markets Act 2000, or the
regulatory regime established thereunder, or under the regulatory
regime of any jurisdiction where exclusion of liability under the
relevant regulatory regime would be illegal, void or unenforceable,
neither Evercore nor any of its affiliates accepts any
responsibility or liability whatsoever for the contents of this
Announcement, and no representation, express or implied, is made by
it, or purported to be made on its behalf, in relation to the
contents of this Announcement, including its accuracy, completeness
or verification of any other statement made or purported to be made
by it, or on its behalf, in connection with Eland or the matters
described in this document. To the fullest extent permitted by
applicable law, Evercore and its affiliates accordingly disclaim
all and any responsibility or liability whether arising in tort, in
delict, contract or otherwise (save as referred to above) which
they might otherwise have in respect of this Announcement or any
statement contained herein.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Eland and no one else in connection with the
Acquisition, the other matters referred to in this Announcement and
the Scheme Document, and will not be responsible to anyone other
than Eland for providing the protections afforded to clients of
Peel Hunt or for providing advice in connection with the
Acquisition or any matter or arrangement referred to herein.
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised
and regulated in the United Kingdom by the Financial Conduct
Authority, is acting exclusively for Eland and no one else in
connection with the Acquisition, the other matters referred to in
this Announcement and the Scheme Document, and will not be
responsible to anyone other than Eland for providing the
protections afforded to clients of Stifel or for providing advice
in connection with the Acquisition or any matter or arrangement
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 any securities,
pursuant to the Acquisition or otherwise. The Acquisition will be
made solely by means of the Scheme Document or any document by
which the Acquisition is made which will contain the full terms and
conditions of the Acquisition, including details of how to vote in
respect of the Acquisition.
This Announcement has been prepared for the purpose of complying
with English law, Scots law, Nigerian law, the Code and the NSE
Rules 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 and Nigeria.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas Shareholders
The release, publication or distribution of this Announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to the laws of
other jurisdictions should inform themselves of, and observe, any
applicable requirements. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person.
Unless otherwise determined by Seplat or required by the Code
and permitted by applicable law and regulation, the Acquisition
will not be made available, directly or indirectly, in, into or
from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction and no person may vote in favour of the
Acquisition by any such use, means, instrumentality or form within
a Restricted Jurisdiction or any other jurisdiction if to do so
would constitute a violation of the laws of that jurisdiction.
Accordingly, copies of this Announcement and all documents relating
to the Acquisition 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 Acquisition
(including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in, into or from such
jurisdictions where to do so would violate the laws in that
jurisdiction.
The availability of the Acquisition to Eland Shareholders who
are not resident in the United Kingdom (and, in particular, their
ability to vote their Eland Shares with respect to the Scheme at
the Court Meeting, or to appoint another person as proxy to vote at
the Court Meeting on their behalf) 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, as any failure to comply
with such requirements may constitute a violation of the securities
laws of any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Additional Information for US Investors
The Acquisition is being made to acquire the securities of a
Scottish company by means of a scheme of arrangement provided for
under the laws of Scotland. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer rules
under the US Exchange Act. Accordingly, the Scheme will be subject
to disclosure requirements and practices applicable in the United
Kingdom to schemes of arrangement, which are different from the
disclosure requirements of the US tender offer rules. The financial
information included in this Announcement and the Scheme
documentation has been or will have been prepared in accordance
with IFRS and thus may not be comparable to financial information
of US companies or companies whose financial statements are
prepared in accordance with generally accepted accounting
principles in the US. If Seplat were to elect to implement the
Acquisition by means of a takeover offer, such takeover offer would
be made in compliance with applicable US laws and regulations,
including Section 14(e) of the US Exchange Act and Regulation 14E
thereunder. Such a takeover would be made in the United States by
Seplat and no one else.
The receipt of cash pursuant to the Acquisition by a US holder
as consideration for the transfer of its Eland Shares pursuant to
the Scheme will likely be a taxable transaction for United States
federal income tax purposes and under applicable United States
state and local, as well as foreign and other, tax laws. Each Eland
Shareholder is urged to consult his independent professional
adviser immediately regarding the tax consequences of the
Acquisition applicable to him.
It may be difficult for US holders to enforce their rights and
claims arising out of the US federal securities laws, since Seplat
and Eland are located in countries other than the US, and some or
all of their officers and directors may be residents of countries
other than the US. US holders may not be able to sue a non-US
company or its officers or directors in a non-US court for
violations of US securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to
a US court's judgement.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, Seplat, certain affiliated
companies and the nominees or brokers (acting as agents) may make
certain purchases of, or arrangements to purchase, shares in Eland
outside of the US, other than pursuant to the Acquisition, until
the date on which the Acquisition and/or Scheme becomes Effective,
lapses or is otherwise withdrawn. Also, in accordance with Rule
14e-5(b) of the US Exchange Act, Citi will continue to act as an
exempt principal trader in Eland Shares on the London Stock
Exchange. If such purchases or arrangements to purchase were to be
made they would occur either in the open market at prevailing
prices or in private transactions at negotiated prices and comply
with applicable law, including the US Exchange Act. Any information
about such purchases or arrangements to purchase will be disclosed
as required in the United Kingdom, will be reported to a Regulatory
Information Service and will be available on the London Stock
Exchange website at www.londonstockexchange.com.
Additional Information for Nigerian Investors
This Announcement does not constitute or form a part of any
offer or solicitation to purchase or subscribe for, or otherwise
invest in Seplat's securities in Nigeria.
Forward Looking Statements
This Announcement contains statements about Seplat and Eland
that are or may be forward-looking statements. All statements other
than statements of historical facts included in this Announcement
may be forward-looking statements. Without limitation, any
statements preceded or followed by or that include the words
"targets", "plans", "believes", "expects", "aims", "intends",
"will", "may", "anticipates", "estimates", "projects" or words or
terms of similar substance or the negative thereof, are
forward-looking statements. Forward-looking statements include
statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy,
losses and future prospects; (ii) business and management
strategies and the expansion and growth of Seplat's or Eland's
operations and potential synergies resulting from the Acquisition;
and (iii) the effects of government regulation on Seplat's or
Eland's business.
Such forward-looking statements involve risks and uncertainties
that could significantly affect expected results and are based on
certain key assumptions. Many factors could cause actual results to
differ materially from those projected or implied in any
forward-looking statements. Due to such uncertainties and risks,
readers are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date hereof.
Each of Seplat and Eland disclaims any obligation to update any
forward-looking or other statements contained herein, except as
required by applicable law.
No Profit Forecasts or Estimates
No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per share for Eland for the current or future financial
years would necessarily match or exceed the historical published
earnings or earnings per share for Eland.
Dealing and Opening Position Disclosure Requirements of the
Code
Under Rule 8.3(a) of the Code, any person who is interested in
one 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) of the Code applies must
be made by no later than 3:30 p.m. (London time) on the 10th
business day following the commencement of the Offer Period and, if
appropriate, by no later than 3:30 p.m. (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 one 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 of the Code. A Dealing Disclosure by a
person to whom Rule 8.3(b) of the Code applies must be made by no
later than 3:30 p.m. (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 of the Code.
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 of
the Code).
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 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.
If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638
0129.
Publication on Website and Availability of Hard Copies
This Announcement and the documents required to be published
pursuant to Rule 26.1 of the Code and pursuant to Rule 26 of the
AIM Rules for Companies will be available free of charge, subject
to certain restrictions relating to persons resident in Restricted
Jurisdictions, on Eland's website at www.elandoilandgas.com by no
later than 12:00 noon (London time) on the Business Day following
this Announcement. This Announcement shall also be published
pursuant to Rule 17.20 of the NSE Rules be published on Seplat's
website at www.seplatpetroleum.com by no later than 12:00 noon
(London time) on the Business Day following this Announcement.
Neither the content of any website referred to in this
Announcement nor the content of any website accessible from
hyperlinks is incorporated into, or forms part of, this
Announcement.
You may request a hard copy of this Announcement by contacting
Citi on +44 (0)207 986 4000. You may also request that all future
documents, announcements and information to be sent to you in
relation to the Acquisition should be in hard copy form.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Rule 2.9 Disclosure
In accordance with Rule 2.9 of the Code, Eland confirms that as
at the date of this Announcement, it has in issue and admitted to
trading on AIM 215,591,741 ordinary shares of ten pence each
(excluding ordinary shares held in treasury). The International
Securities Identification Number (ISIN) of the ordinary shares is
GB00B8HHWX64.
Important Information
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
advisor duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are a resident in the United Kingdom
or, if not, from another appropriately authorised independent
financial advisor.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
15 October 2019
RECOMMED CASH ACQUISITION
of
Eland Oil & Gas PLC ("Eland")
by
Seplat Petroleum Development Company Plc ("Seplat")
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
1. Introduction
The boards of Seplat and Eland are pleased to announce that they
have reached agreement on the terms of a recommended cash
acquisition pursuant to which Seplat will acquire the entire issued
and to be issued share capital of Eland (the "Acquisition"). The
Acquisition is to be effected by means of a scheme of arrangement
under part 26 of the Companies Act.
2. The Acquisition
Under the terms of the Acquisition, which will be subject to
Conditions and further terms set out in Appendix I to this
Announcement and to be set out in the Scheme Document, Eland
Shareholders will be entitled to receive:
for each Eland Share 166 pence in cash
The Acquisition values the entire issued and to be issued
ordinary share capital of Eland at approximately GBP382 million on
a fully diluted basis, and represents:
-- a premium of approximately 28.5 per cent. to the Closing
Price per Eland Share of 129.2 pence on 14 October 2019
(being the latest practicable date prior to this Announcement);
-- a premium of approximately 32.6 per cent. to the three-month
volume weighted average price per Eland Share as of 14 October
2019 of 125.2 pence; and
-- a premium of approximately 32.7 per cent. to the six-month
volume weighted average price per Eland Share as of 14 October
2019 of 125.1 pence.
In addition, Eland Shareholders on the register at the close of
business on 18 October 2019 will be entitled to receive and retain
the interim dividend of 1 pence per Eland Share to be paid on 31
October 2019.
It is currently expected that the Scheme Document will be
published as soon as practicable (and, in any event, within 28 days
of this Announcement), that the Court Meeting and the General
Meeting will be held in November 2019 and that the Scheme will
become Effective in late 2019.
3. Background to and Reasons for the Acquisition
Seplat is a leading indigenous E&P with a robust operational
platform, experienced management team and a proven track record of
operational delivery. The Seplat Board believes that a combination
with Eland will create a scaled Nigerian E&P champion with the
footprint and technical capabilities to further grow and
consolidate in Nigeria, cementing Seplat's position as one of the
leading independent players.
In line with Seplat's growth strategy to prioritise
opportunities in the onshore and offshore areas of Nigeria that
offer near-term production, cash flow and reserve replacement
potential, the Seplat Board has followed the development of Eland
for some time and believes that it is a strong business and that
there is a compelling, complementary fit between Seplat and Eland.
The Seplat Board believes this combination will leverage Seplat's
core production and development expertise to capture potential
upsides and increase growth and profitability. The combined
business will have greater scale in production and reserves and
should create long-term value for stakeholders.
The combination will enable:
-- Seplat's Working Interest liquids production to increase
to 38Kbopd, based on Seplat's and Eland's 2019 production
guidance with Seplat's gas production of 158MMscfd (26Kboepd),
giving a total Working Interest production of 64Kboepd;
-- Seplat's 2P Liquids Reserves to increase by 41MMbbls to
268MMbbls and Seplat's 2P Oil Reserves and 2C Oil Resources
to increase by approximately 65MMbbls to 330MMbbls, giving
total oil and gas reserves of 626MMboe; and
-- additional upside potential with un-appraised discoveries.
Seplat has the financial and technical capacity to develop
Eland's assets and will deliver long-term benefits for employees,
partners, host communities and Nigeria as a whole. As a leading
indigenous operator, Seplat understands the critical role it must
play to drive a positive socio-economic impact among its
communities. Seplat's management team's knowledge of Eland's
producing assets and operations will allow the assets to be
efficiently integrated into Seplat's existing portfolio.
4. Recommendation
The Eland Directors, who have been so advised by Evercore as to
the financial terms of the Acquisition, consider the terms of the
Acquisition to be fair and reasonable. In providing its advice to
the Eland Directors, Evercore has taken into account the commercial
assessments of the Eland Directors. Evercore is providing
independent financial advice to the Eland Directors for the
purposes of Rule 3 of the Code.
Accordingly, the Eland Directors intend to unanimously recommend
that Eland Shareholders vote in favour of: (i) the Scheme at the
Court Meeting; and (ii) the Resolution at the General Meeting, in
each case as the Eland Directors who are interested in Eland Shares
have irrevocably undertaken to do in respect of those Eland Shares
in respect of which they are able to control the exercise of voting
rights, amounting in aggregate to 609,657 Eland Shares and
representing approximately 0.28 per cent. of the issued share
capital of Eland.
5. Background to and Reasons for the Recommendation
Eland is an independent oil and gas company focused on
production, development and exploration in West Africa,
particularly the Niger Delta region of Nigeria. Eland was founded
in 2009 and listed on AIM in 2012.
Led by its experienced senior management and operating team,
Eland's strategy has been to deliver exceptional shareholder
returns through a combination of asset development, production
growth and exploration success on its assets.
In 2012, Eland through its joint venture company, Elcrest,
completed the acquisition of a 45 per cent. equity stake in OML 40.
Development activities on OML 40 continued throughout 2013, and in
early 2014, production recommenced from Opuama. In late 2015 and
2016 Eland executed a successful workover campaign, taking
production on Opuama from approximately 3,500bopd to in excess of
11,500bopd. In 2017, Eland began a continuous drilling campaign,
drilling five wells on Opuama before moving to Gbetiokun.
Production from Gbetiokun (on OML 40) commenced this year,
having received regulatory approval for the Gbetiokun development
plan from the Nigerian Department of Petroleum Resources earlier in
2019. The first two wells were successfully flow tested with
cumulative rates up to 12,000bopd with the third well in the
initial six-well programme, Gbetiokun-4, near completion.
The continuous drilling campaign on both Opuama and Gbetiokun
has led to OML 40's average net production increasing for five
consecutive half year periods with average net production of
9,948bopd seen during the first half of 2019.
Eland acquired a 40 per cent. stake in a second licence, Ubima,
in 2014, and appraisal of Ubima was carried out in 2018 via the
Ubima-1 re-entry, successfully increasing Ubima's gross 2P Reserves
to 9.3MMbbls of oil (as set out in Netherland Sewell &
Associates' Competent Persons Report dated 31 December 2018).
Led by its experienced senior management and operating team, the
Eland Group took gross production on OML 40 from 3,338bopd average
daily production for producing days in 2014 to a peak 2018
production rate of over 31,000bopd, an increase of over 800 per
cent. This process has been achieved together with the help of
Eland's partners and local host communities and Eland believes they
will continue to benefit from ongoing investment in its asset
portfolio as part of Seplat.
In 2019, the Eland Board also approved a debut dividend of one
pence per Eland Share.
The Eland Board believes that its management team has done an
excellent job executing the company's strategy with a strong track
record of operational delivery and value creation in Nigeria from
high-quality assets. The Acquisition allows Eland Shareholders to
benefit from an accelerated and enhanced realisation of this value
through a cash offer at a significant premium to the current market
value. In addition, the business will benefit from the opportunity
to become part of a more significant player in the Nigerian oil and
gas market.
For these reasons, the Eland Board intends to unanimously
recommend the offer to Eland Shareholders.
The Eland Board welcomes Seplat's recognition of the importance
and value of the skills and experience of existing Eland employees,
and Seplat's commitment to safeguard the contractual rights of
Eland's management and employees. The Eland Board notes Seplat's
intention to continue to operate Eland as a standalone business
within the combined company immediately following completion and to
initiate an integration process over time, and that the integration
process would be subject to comprehensive planning and appropriate
engagement with stakeholders and employees.
The Eland Board notes that the functional currency of Company is
US$. As a result, the Sterling value of the business can be
affected by movements in the US$/Sterling exchange rate. As the
Acquisition is priced in Sterling, any such exchange rate movements
prior to the Effective Date will not affect the value placed on
Eland Shares by the Acquisition.
6. Irrevocable Undertakings
Seplat has received irrevocable undertakings from each of the
Eland Directors who are interested in Eland Shares to vote in
favour of the Scheme at the Court Meeting and the Resolution at the
General Meeting, in respect of those shares in respect of which
they are able to control the exercise of voting rights, being a
total of 609,657 Eland Shares, representing approximately 0.28 per
cent. of the share capital of Eland in issue. These irrevocable
undertakings remain binding in the event of a competing offer.
Further details of these irrevocable undertakings are set out in
Appendix III to this Announcement.
In addition to the above-mentioned irrevocable undertakings from
the Eland Directors, Seplat has also received irrevocable
undertakings from Helios Natural Resources Limited ("Helios"),
Lombard Odier Asset Management (Europe) Limited ("LOAME") and
Richard I Griffiths to vote, or procure the voting, to approve the
Scheme at the Court Meeting and vote, or procure the voting, in
favour of the Resolution at the General Meeting or, if (with the
consent of the Panel) Seplat exercises its right to implement the
Acquisition by way of a Takeover Offer, to accept, or procure the
acceptance of such Takeover Offer in respect of a total of
129,118,048 Eland Shares representing approximately 59.89 per cent.
of the existing issued ordinary share capital of Eland.
Therefore, as at the date of this Announcement, Seplat has
received irrevocable undertakings to vote, or procure the voting,
to approve the Scheme at the Court Meeting and vote, or procure the
voting, in favour of the Resolution at the General Meeting or, if
(with the consent of the Panel) Seplat exercises its right to
implement the Acquisition by way of a Takeover Offer, to accept, or
procure the acceptance of such Takeover Offer with respect to a
total of 129,727,705 Eland Shares, representing approximately 60.17
per cent. of the existing issued ordinary share capital of Eland.
Further details of the above-mentioned irrevocable undertakings are
set out in Appendix III to this Announcement.
7. Information on Seplat
Seplat is a leading independent oil and natural gas producer in
the Niger Delta area of Nigeria, and a leading supplier of
processed natural gas to the domestic market, fully listed on both
the Nigerian Stock Exchange and the London Stock Exchange since
April 2014.
As a full cycle upstream oil and gas exploration and production
company, Seplat's focus is on maximising hydrocarbon production and
recovery from existing production and development assets, realising
the upside potential within the portfolio through focused appraisal
and exploration activities and farm-in into new opportunities in
Nigeria (specifically those which offer production, cash flow and
reserve replacement potential with a particular focus on the
onshore and shallow water offshore areas).
Seplat's existing portfolio comprises of direct interests in
five blocks in the Niger Delta area and a revenue interest in an
additional block. Since acquiring its first interests in 2010,
Seplat has grown oil production through the drilling of new wells
and employing advanced and proven technologies. Alongside the oil
business, Seplat also prioritises the commercialisation and
development of the substantial natural gas reserves identified at
Seplat's existing blocks, which is supplied to the domestic market.
For the financial year ended 31 December 2018, Seplat generated
revenue of US$746.1 million, operating profit of US$309.9 million
and profit before tax of US$263.3 million.
A strong track record of operational delivery, portfolio
integration and capital raising has enabled Seplat to balance its
organic growth initiatives with complementary acquisitions
delivering value for stakeholders.
8. Information on Eland
Eland is an AIM-quoted independent oil and gas company focused
on production and development in West Africa, particularly the
Niger Delta region of Nigeria.
Through its joint venture company, Elcrest, Eland holds its core
asset, a 45 per cent. interest in OML 40 which is in the Northwest
Niger Delta approximately 75 kilometres northwest of Warri and
which has an area of 498 kilometres. Elcrest completed its
acquisition of the 45 per cent. equity stake in OML 40 in September
2012 and has been producing oil from Opuama since 2014. Gbetiokun
was discovered in 1987 and further appraised in the early 1990s.
Following a field development plan approved in early 2019,
Gbetiokun came onstream in July 2019.
In addition, Eland has a 40 per cent. interest in Ubima, onshore
Niger Delta, in the northern part of Rivers State and which covers
an area of 65 square kilometres. Ubima was discovered in 1963 but
was never developed. Eland acquired the licence in August 2014 and
after a period of assessment, commenced appraisal operations in
July 2018 with a re-entry and flow test of the discovery well,
Ubima-1. Further flow testing from an extended well test is being
executed in H2 2019 which will allow the reservoir model to be
fine-tuned and the resulting development design to be
optimised.
Eland's headquarters are in Aberdeen, with additional offices in
London, Lagos, Benin City and Abuja.
OML 40 holds gross 2P Reserves of 82.2MMbbls, gross 2C Resources
of 50.7MMbbls and a best estimate of 252.1MMbbls of gross un-risked
prospective resources (as set out in Netherland Sewell &
Associates' Competent Persons Report dated 31 December 2018).
Ubima holds gross 2P Reserves of 9.3MMbbls of oil and gross 2C
Resources estimates of 4.2MMbbls (as set out in Netherland Sewell
& Associates' Competent Persons Report dated 31 December
2018).
Net production figures relate to Elcrest, Eland's joint venture
company. Production rates, when oil is exported via the Forcados
oil terminal in Nigeria, are as measured at the Opuama PD Meter and
are subject to reconciliation and will differ from sales
volumes.
9. Intentions with regard to Eland's Employees, Directors,
Management, Pensions and Location of Eland
Eland employees and management
Seplat believes that Eland is a strong business and recognises
the importance and value of the skills and experience of existing
Eland employees and believes they will be a key factor in
maximising the success of the combined group following the Scheme
becoming Effective.
Following completion of the Acquisition, the existing
contractual and statutory employment rights of existing management
and employees of Eland will be safeguarded, and existing pension
obligations complied with.
Immediately following completion of the Acquisition, Seplat's
intention is for Eland to continue to operate as a standalone
business, within the combined company. Within 12 months of
completion, Seplat intends to carry out a review of the Eland
business in order to assess any organisational and structural
changes that may benefit the combined company. As part of this
review Seplat will make an assessment of the strengths and fit of
Eland's management team and employees.
The review will be subject to comprehensive planning and
appropriate engagement with stakeholders and employees. Any
employees affected by the review, the number of whom is expected to
be non-material, will be treated in a manner consistent with
Seplat's high standards, culture and practices.
The Acquisition will affect participants in the Eland Share
Plans, further details of which are set out in paragraph 10
below.
It is intended that the non-executive Eland Directors will
resign as directors of Eland on completion of the Acquisition.
Eland headquarters
Eland has offices in Aberdeen, London, Lagos, Abuja and close to
the field location in Benin. There is significant overlap of office
locations between Eland and Seplat. Following the review period
mentioned above, Seplat intends to maximise the integration of both
companies by re-locating Eland's staff to Seplat's locations where
possible.
The exception is Eland's head office based in Aberdeen where
Seplat is not present. Seplat's intention is to determine how best
to integrate key staff members of Eland into Seplat and whether the
retention of the physical Aberdeen office is critical in achieving
this.
AIM quotation
Seplat also intends to seek the cancellation of the trading of
Eland's Shares on AIM from or shortly after completion of the
Acquisition. As a result, Eland's "plc"-related functions will no
longer be required and following completion of the review referred
to above, some central corporate and support functions of Eland
will see a reduction or change in scope, although it is expected
that the impact on overall headcount from this would be
limited.
Re-deployment of fixed assets
Seplat does not intend, as a consequence of the Acquisition, to
make any material changes to the deployment of Eland's fixed
assets. Eland has no research and development function.
10. Eland Share Plans
The Acquisition will affect participants in the Eland Share
Plans.
In summary, Seplat will make appropriate proposals to the
holders of options and awards under the Eland Option Plans in
accordance with Rule 15 of the Code. Participants in the Eland
Share Plans shall be contacted with further details of these
arrangements in due course. Any Eland Shares which are allotted and
issued or transferred to participants in the Eland Options Plans
prior to the Scheme Record Time will be subject to the Scheme.
Further details of the terms of such proposals shall be included in
the Scheme Document.
Any Eland Shares held in the Eland SIP on behalf of participants
at the Scheme Record Time will be subject to the Scheme.
Seplat operates standard "plc"-type equity incentives in which
selected employees will be able to participate.
11. Financing
The cash consideration payable under the Acquisition is being
wholly funded through a combination of existing cash resources of
Seplat and a new loan facility available to Seplat.
In accordance with Rule 2.7(d) of the Code, Citi, as sole
financial adviser to Seplat, is satisfied that sufficient resources
are available to Seplat to satisfy in full the cash consideration
payable to Eland Shareholders under the terms of the
Acquisition.
12. Deferred Shares
Eland has in issue 155,263,214 fully paid non-voting deferred
shares ("Deferred Shares"). The Deferred Shares are not listed on
any exchange and effectively have no rights, in particular they do
not confer on their holders any right to any dividend nor the right
to receive notice of, attend, speak or vote at general meetings of
Eland. The holders of Deferred Shares are technically entitled, on
a distribution of assets on a winding-up or other return of
capital, to receive the amount paid up on their Deferred Shares,
however, first, GBP100,000,000 would have to have already been
distributed to the holders of the ordinary shares in respect of
each ordinary share, rendering this right to receive amounts
practically non-existent.
The Deferred Shares will not form part of, and will be
unaffected by, the Acquisition and the Scheme. In accordance with
Eland's Articles, Eland shall procure the transfer of the Deferred
Shares to Seplat on the Scheme becoming Effective.
13. Offer-related Arrangements
Confidentiality Agreement
On 24 April 2015, Seplat and Eland entered into a
confidentiality agreement as amended and restated on 2 July 2019
and 12 September 2019 (the "Confidentiality Agreement"). Pursuant
to the Confidentiality Agreement, Seplat and Eland has each
undertaken to keep confidential any information relating to Seplat,
Eland, any joint venture opportunities between the two companies
and the Acquisition, and not disclose such to third parties. Unless
terminated earlier by mutual agreement, the Confidentiality
Agreement will terminate on 23 April 2021. Seplat's and Eland's
confidentiality undertakings under the Confidentiality Agreement
will remain in force until three (3) years after the date of
termination. The Confidentiality Agreement further includes
customary standstill obligations on Seplat from the period
commencing on 12 September 2019 and ending on 11 September
2020.
Cooperation Agreement
On 15 October 2019, Seplat and Eland entered into a cooperation
agreement (the "Cooperation Agreement"), pursuant to which, and
conditional on release of this Announcement, Seplat will use
reasonable endeavours to: (i) implement the Acquisition; (ii) make
the notifications or filings described in the Cooperation Agreement
to satisfy the Conditions referred to in paragraph 3 and 4 of Part
1 of Appendix I to this Announcement as promptly as practicable;
(iii) provide Eland with advance drafts of all notifications or
filings and to take into account any reasonable comments made by
Eland; (iv) notify Eland of, and provide copies of, any material
communications with a relevant regulatory authority in connection
with the satisfaction of the Conditions referred to in paragraphs 3
and 4 of Part 1 of Appendix I to this Announcement; and (v)
promptly pay all filing fees, costs, charges and expenses arising
in connection with and incidental to the Conditions referred to in
paragraphs 3 and 4 of Part 1 of Appendix I to this
Announcement.
Eland undertakes to Seplat, subject to Seplat's compliance with
its obligations under the Cooperation Agreement, to make all such
notifications to satisfy the Conditions referred to in paragraph 3
and 4 of Part 1 of Appendix I to this Announcement.
For the purposes of preparation of the Scheme Document, Seplat
agrees to promptly provide relevant information about itself and
reasonable assistance with preparation of the Scheme Document.
Eland and Seplat agree that the principal terms of the
Acquisition shall be as set out in this Announcement and shall
proceed by way of the Scheme. However, Seplat may elect at any time
(subject to the consent of the Panel) to implement the Acquisition
by way of a Takeover Offer on the same terms as those set out in
this Announcement.
Seplat confirms it is unaware at the time of entering into the
Cooperation Agreement of the existence of any circumstances which
would entitle Seplat to invoke any Conditions, and undertakes to
confirm to Eland prior to the Court Hearing either that all
Conditions have been satisfied or that it intends to invoke one or
more of the Conditions.
Seplat and Eland agree to contact participants of Eland Options
Plans at or around the time of posting of the Scheme Document with
Seplat's proposals.
The Cooperation Agreement will terminate if: (i) agreed in
writing; (ii) the Effective Date has not occurred by the Long Stop
Date; (iii) upon the occurrence of the Effective Date; (iv) if the
Scheme is not approved by the requisite majority of Eland
Shareholders at the Court Meeting or the Resolution is not passed
by the requisite majority at the General Meeting and Seplat has not
elected, within ten Business Days of the date of the relevant
meeting, to implement the Acquisition by means of a Takeover Offer;
(v) if the Scheme is not sanctioned at the Court Hearing and Seplat
has not elected, within ten Business Days of the date of the
relevant hearing, to implement the Acquisition by means of a
Takeover Offer; (vi) save where Seplat has effected a switch from
the Scheme to a Takeover Offer (a "Switch"), if the Eland Board:
(A) does not include the Eland Board Recommendation in the Scheme
Document; (B) withdraws, adversely qualifies or adversely modifies
the Eland Board Recommendation prior to the Court Hearing or
General Meeting; or (C) prior to the publication of the Scheme
Document, withdraws, adversely qualifies or adversely modifies its
intention to give the Eland Board Recommendation in any such
statement or announces that it intends not to post the Scheme
Document or convene the Court Meeting or the General Meeting; (vii)
following a Switch which has been made with Eland's prior written
consent, if the Eland Board: (A) does not include the Eland Board
Recommendation in the Offer Document, (B) withdraws, adversely
qualifies or adversely modifies the Eland Board Recommendation
prior to the date on which the Offer is declared unconditional as
to acceptances, or (C) prior to the
publication of the Offer Document, withdraws, adversely
qualifies or adversely modifies its intention to give the Eland
Board Recommendation in any such document; (viii) upon notice prior
to the Long Stop Date by Seplat to Eland that any Condition is
incapable of satisfaction and will not be waived in circumstances
where the invocation of the relevant Condition has been permitted
by the Panel; (ix) upon notice prior to the Long Stop Date by
either party if a competing proposal is recommended by the Eland
Board; (x) if a competing proposal completes, becomes effective or
is declared or becomes unconditional in all respects; (xi) on
written notice by Eland to Seplat where Seplat effects a Switch
without Eland's prior consent; or (xii) if, with the permission of
the Panel, the Scheme lapses or is withdrawn prior to the Long Stop
Date (other than in connection with a Switch or a different offer
on equal or improved terms).
14. Structure of the Acquisition
It is intended that the Acquisition will be effected by means of
a Court-sanctioned scheme of arrangement between Eland and the
Eland Shareholders under Part 26 of the Companies Act. The Scheme
is an arrangement between Eland and the Scheme Shareholders. Seplat
reserves the right to elect to implement the Acquisition by way of
a Takeover Offer (subject to Panel consent), as described in
further detail in paragraph 20 below.
The purpose of the Scheme is to provide for Seplat to become the
holder of the entire issued and to be issued share capital of Eland
on the Effective Date.
Under the Scheme, the Eland Shares will be transferred to Seplat
in consideration for which the Eland Shareholders will receive cash
consideration on the basis set out in paragraph 2 of this
Announcement.
To become Effective, the Scheme will require the approval of
Eland Shareholders by the passing of a special resolution at the
Court Meeting. This special resolution must be approved by a
majority in number of the Eland Shareholders present and voting
(and entitled to vote) at the Court Meeting, either in person or by
proxy, representing not less than 75 per cent. of the Eland Shares
held by such Eland Shareholders. To become Effective, the Scheme
will also require a special resolution to be passed at the General
Meeting, to deal with certain matters ancillary to the Scheme,
which will require the approval of Eland Shareholders representing
at least 75 per cent. of the votes cast at the General Meeting
(either in person or by proxy). The General Meeting will be held
immediately after the Court Meeting.
The Scheme will also be subject to the Conditions and further
terms set out in Appendix I to this Announcement and to be set out
in the Scheme Document.
Following the Meetings, the Scheme must be sanctioned by the
Court (without modification, or with modification on terms agreed
by Seplat and Eland). The Scheme will only become Effective once a
copy of the Scheme Court Order is delivered to the Registrar of
Companies. Upon the Scheme becoming Effective, it will be binding
on all Eland Shareholders, irrespective of whether or not they
attended or voted at the Meetings (and if they attended or voted,
whether or not they voted in favour or against the Scheme at the
Court Meeting or the Resolution at the General Meeting). Subject
to, among other things, the satisfaction or the waiver of the
Conditions, the Scheme is expected to become Effective in late
2019.
If the Scheme does not become Effective by the Long Stop Date
(or such later date as Seplat and Eland may, with the consent of
the Panel, agree), it will lapse and the Acquisition will not
proceed (unless the Panel otherwise consents).
Further details of the Scheme, including an indicative timetable
for its implementation and the necessary steps to be taken by the
Eland Shareholders, will be set out in the Scheme Document, which
is expected to be dispatched (together with the notice of the Court
Meeting and the General Meeting and the Forms of Proxy) to Eland
Shareholders and, for information only, to persons with information
rights and to holders of options and awards granted under the Eland
Share Plans, as soon as reasonably practicable and, in any event,
within 28 days of the date of this Announcement, unless Seplat and
Eland otherwise agree, and the Panel consents to, a later date.
15. Conditions
The Acquisition is conditional, amongst other things, upon
receiving the required shareholder approvals at the Court Meeting
and the General Meeting. Further information on the Conditions and
further terms are set out in Appendix I to this Announcement. The
full terms and conditions of the Acquisition will be set out in the
Scheme Document.
16. De-listing and Re-registration
Prior to the Scheme becoming Effective, Eland will make an
application to the London Stock Exchange for the cancellation of
the listing of Eland Shares on AIM, in each case to take effect
from or shortly after the Effective Date. The last day of dealings
in Eland Shares on AIM is expected to be the Business Day
immediately prior to the date of the Court Hearing and no transfers
will be registered after 6:00 p.m. (London time) on that date.
On the Effective Date, Eland will become a wholly-owned
subsidiary of Seplat and the share certificates in respect of Eland
Shares will cease to be valid and of value and should be destroyed.
In addition, entitlements to Eland Shares held within the CREST
system will be cancelled.
It is also proposed that, following the Effective Date and after
its shares are delisted, Eland will be re-registered as a private
limited company.
17. Disclosure of Interests in Eland Shares
Save in respect of the irrevocable undertakings referred to in
paragraph 6 above, as at the close of business on 14 October 2019
(being the last practicable date prior to the date of this
Announcement) neither Seplat, nor any of its directors, nor, so far
as Seplat is aware, any person acting in concert (within the
meaning of the Code or the NSE Rules) with it:
(a) has any interest in or right to subscribe for any relevant
securities of Eland;
(b) has any short positions in respect of relevant Eland Shares
(whether conditional or absolute and whether in the money
or otherwise), including any short position under a derivative,
any agreement to sell or any delivery obligation or right
to require another person to purchase or take delivery;
(c) has borrowed or lent any relevant Eland Shares (including,
for these purposes, any financial collateral arrangements
of the kind referred to in Note 4 on Rule 4.6 of the Code)
save for any borrowed shares which have been either on-lent
or resold; or
(d) is a party to any dealing arrangement of the kind referred
to in Note 11 on the definition of acting in concert in the
Code.
18. Dividends
Eland Shareholders on the register at the close of business on
18 October 2019 will be entitled to receive and retain the 1 pence
per share dividend declared on 11 September 2019 and payable on 31
October 2019. If any additional dividend is paid or becomes payable
in respect of Eland Shares on or after the date of this
Announcement and prior to closing of the Acquisition, Seplat has
the right to reduce the amount of consideration payable in respect
of such Eland Shares by the amount of all or part of such dividend
or other distribution.
19. Overseas Shareholders
The availability of the Acquisition and the distribution of this
Announcement to persons who are not resident in the United Kingdom
may be affected by the laws and regulations of the relevant
jurisdictions. Such persons should inform themselves about and
observe any applicable requirements. Eland Shareholders who are in
any doubt regarding such matters should consult an appropriate
independent professional adviser in the relevant jurisdiction
without delay.
This Announcement does not constitute an offer for sale of any
securities or an offer or an invitation to purchase any securities.
Eland Shareholders are advised to read carefully the Scheme
Document and the Forms of Proxy once these have been
dispatched.
20. General
Seplat reserves the right, subject to the prior consent of the
Panel, to elect to implement the Acquisition by way of a Takeover
Offer for the entire issued and to be issued share capital of Eland
not already held by Seplat, as an alternative to the Scheme. In
such an event, such Takeover Offer will be implemented on
substantially the same terms (subject to appropriate amendments as
described in Part 2 of Appendix I to this Announcement), so far as
applicable, as those which would apply to the Scheme, or if Seplat
so decides, on such other terms being no less favourable, so far as
applicable, as those which would apply to the Scheme and subject to
the amendment referred to in Part 2 of Appendix I to this
Announcement.
If the Acquisition is effected by way of a Takeover Offer and
such offer becomes or is declared unconditional in all respects and
sufficient acceptances are received, Seplat intends to exercise its
rights to apply the provisions of Chapter 3 of Part 28 of the
Companies Act to acquire compulsorily the remaining Eland Shares in
respect of which the Acquisition has not been accepted.
In deciding whether or not to vote or procure votes in favour of
the Scheme at the Court Meeting and the Resolution at the General
Meeting, Eland Shareholders should rely on the information
contained in, and follow the procedures described in, the Scheme
Document.
Investors should be aware that Seplat may purchase Eland Shares
otherwise than under any takeover offer or scheme of arrangement
relating to the Acquisition, such as in open market or privately
negotiated purchases.
In recognition of his contribution to the creation of
shareholder value since his appointment as Chairman of Eland,
particularly in connection with the Acquisition by Seplat, the
Eland Board has entered into an agreement with Russell Harvey under
which Mr Harvey will receive a cash bonus of GBP800,000 in the
event that an acquisition of Eland completes by 31 March 2020. This
agreement with Mr Harvey has been approved in writing by each of
Helios, LOAME and Richard I Griffiths.
Citi and Evercore have given and not withdrawn their consent to
the publication of this Announcement with the inclusion herein of
the references to their respective names in the form and context in
which they appear.
21. Documents available on website
Copies of the following documents will be made available on
Seplat's website at www.seplatpetroleum.com, and Eland's website at
www.elandoilandgas.com by no later than 12:00 noon (London time) on
the Business Day following the date of this Announcement and will
remain available until the end of the Offer Period:
-- the irrevocable undertakings referred to in paragraph 6 above;
-- the Confidentiality Agreement;
-- the Cooperation Agreement;
-- documents relating to the financing of the Scheme referred to in paragraph 11 above; and
-- a copy of this Announcement.
Further Information
White & Case LLP and Olaniwun Ajayi LP are providing legal
advice to Seplat. Mayer Brown International LLP, Stronachs LLP and
Streamsowers & Köhn are providing legal advice to Eland.
Enquiries:
Eland +44 (0) 20 7016 3180
George Maxwell, Chief Executive Officer
Ron Bain, Chief Financial Officer
Finlay Thomson, Investor Relations Manager
Evercore (Sole Financial Adviser to Eland) +44 (0) 20 7653 6000
David Waring
Edward Banks
Gent Kadare
Peel Hunt (Nominated Adviser and Joint Broker
to Eland) +44 (0) 20 7418 8900
Richard Crichton
Michael Nicholson
David McKeown
Stifel (Joint Broker to Eland) +44 (0) 20 7710 7600
Callum Stewart
Nicholas Rhodes
Ashton Clanfield
Camarco (PR Adviser to Eland) +44 (0) 20 3757 4980
Billy Clegg
Seplat
Austin Avuru, Chief Executive Officer +234 (0) 1 277 0400
Roger Brown, Chief Financial Officer +44 (0) 20 3725 6500
Chioma Nwachuku, GM - External Affairs and
Communications +234 (0) 1 277 0400
Ayeesha Aliyu, Investor Relations +234 (0) 1 277 0400
Citi
(Sole Financial Adviser and Joint Corporate
Broker to Seplat) +44 (0) 20 7986 4000
Luke Spells
Shreyas Bordia
Tom Reid (Corporate Broking)
Investec
(Joint Corporate Broker to Seplat) +44 (0) 20 7597 4000
Chris Sim
Tejas Padalkar
Lawrence Killian
FTI Consulting +44 (0) 20 3727 1000
Ben Brewerton
Sara Powell
Important Notices
Citi, which is authorised by the Prudential Regulation Authority
and regulated in the UK by the Financial Conduct Authority and the
Prudential Regulation Authority, is acting as sole financial
adviser for Seplat and for no one else in connection with the
Acquisition and other matters described in this Announcement, and
will not be responsible to anyone other than Seplat for providing
the protections afforded to clients of Citi nor for providing
advice in connection with Acquisition, the contents of this
Announcement or any other matters referred to in this Announcement.
Neither Citi nor any of its affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, in delict, under statute or
otherwise) to any person who is not a client of Citi in connection
with this Announcement, any statement contained herein, the
Acquisition or otherwise.
Investec Bank plc which is authorised by the Prudential
Regulation Authority and regulated in the United Kingdom by the
Financial Conduct Authority and the Prudential Regulation
Authority, is acting as joint corporate broker to Seplat and for no
one else in connection with the Acquisition and will not be
responsible to anyone other than Seplat for providing the
protections afforded to its clients or for providing advice in
relation to the Acquisition, the contents of this Announcement or
any other matters referred to in this Announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Investec by the Financial Services and Markets
Act 2000 (as amended) or the regulatory regime established
thereunder, Investec does not make any representation express or
implied in relation to, nor accepts any responsibility whatsoever
for, the Acquisition, the contents of this Announcement or any
other matters referred to in this Announcement. Investec (and its
affiliates) accordingly, to the fullest extent permissible by law,
disclaims all and any responsibility or liability (save for any
statutory liability) whether arising in tort, delict, contract or
otherwise which it might have in respect of the Acquisition, the
contents of this Announcement or any other matters referred to in
this Announcement.
Evercore, which is authorised and regulated by the Financial
Conduct Authority in the UK, is acting exclusively as financial
adviser to Eland and no one else in connection with the matters
described in this Announcement and will not be responsible to
anyone other than Eland for providing the protections afforded to
clients of Evercore nor for providing advice in connection with the
matters referred to herein. Neither Evercore nor any of its
subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, in delict, under statute or
otherwise) to any person who is not a client of Evercore in
connection with this Announcement, any statement contained herein,
any offer or otherwise. Apart from the responsibilities and
liabilities, if any, which may be imposed on Evercore by the
Financial Services and Markets Act 2000, or the regulatory regime
established thereunder, or under the regulatory regime of any
jurisdiction where exclusion of liability under the relevant
regulatory regime would be illegal, void or unenforceable, neither
Evercore nor any of its affiliates accepts any responsibility or
liability whatsoever for the contents of this Announcement, and no
representation, express or implied, is made by it, or purported to
be made on its behalf, in relation to the contents of this
Announcement, including its accuracy, completeness or verification
of any other statement made or purported to be made by it, or on
its behalf, in connection with Eland or the matters described in
this document. To the fullest extent permitted by applicable law,
Evercore and its affiliates accordingly disclaim all and any
responsibility or liability whether arising in tort, in delict,
contract or otherwise (save as referred to above) which they might
otherwise have in respect of this Announcement or any statement
contained herein.
Peel Hunt, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
for Eland and no one else in connection with the Acquisition, the
other matters referred to in this Announcement and the Scheme
Document, and will not be responsible to anyone other than Eland
for providing the protections afforded to clients of Peel Hunt or
for providing advice in connection with the Acquisition or any
matter or arrangement referred to herein.
Stifel, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting exclusively for Eland
and no one else in connection with the Acquisition, the other
matters referred to in this Announcement and the Scheme Document,
and will not be responsible to anyone other than Eland for
providing the protections afforded to clients of Stifel or for
providing advice in connection with the Acquisition or any matter
or arrangement 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 any securities,
pursuant to the Acquisition or otherwise. The Acquisition will be
made solely by means of the Scheme Document or any document by
which the Acquisition is made which will contain the full terms and
conditions of the Acquisition, including details of how to vote in
respect of the Acquisition.
This Announcement has been prepared for the purpose of complying
with English law, Scots law, Nigerian law, the Code and the NSE
Rules 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 and Nigeria.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas Shareholders
The release, publication or distribution of this Announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to the laws of
other jurisdictions should inform themselves of, and observe, any
applicable requirements. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person.
Unless otherwise determined by Seplat or required by the Code
and permitted by applicable law and regulation, the Acquisition
will not be made available, directly or indirectly, in, into or
from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction and no person may vote in favour of the
Acquisition by any such use, means, instrumentality or form within
a Restricted Jurisdiction or any other jurisdiction if to do so
would constitute a violation of the laws of that jurisdiction.
Accordingly, copies of this Announcement and all documents relating
to the Acquisition 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 Acquisition
(including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in, into or from such
jurisdictions where to do so would violate the laws in that
jurisdiction.
The availability of the Acquisition to Eland Shareholders who
are not resident in the United Kingdom (and, in particular, their
ability to vote their Eland Shares with respect to the Scheme at
the Court Meeting, or to appoint another person as proxy to vote at
the Court Meeting on their behalf) 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, as any failure to comply
with such requirements may constitute a violation of the securities
laws of any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Additional Information for US Investors
The Acquisition is being made to acquire the securities of a
Scottish company by means of a scheme of arrangement provided for
under the laws of Scotland. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer rules
under the US Exchange Act. Accordingly, the Scheme will be subject
to disclosure requirements and practices applicable in the United
Kingdom to schemes of arrangement, which are different from the
disclosure requirements of the US tender offer rules. The financial
information included in this Announcement and the Scheme
documentation has been or will have been prepared in accordance
with IFRS and thus may not be comparable to financial information
of US companies or companies whose financial statements are
prepared in accordance with generally accepted accounting
principles in the US. If Seplat were to elect to implement the
Acquisition by means of a takeover offer, such takeover offer would
be made in compliance with applicable US laws and regulations,
including Section 14(e) of the US Exchange Act and Regulation 14E
thereunder. Such a takeover would be made in the United States by
Seplat and no one else.
The receipt of cash pursuant to the Acquisition by a US holder
as consideration for the transfer of its Eland Shares pursuant to
the Scheme will likely be a taxable transaction for United States
federal income tax purposes and under applicable United States
state and local, as well as foreign and other, tax laws. Each Eland
Shareholder is urged to consult his independent professional
adviser immediately regarding the tax consequences of the
Acquisition applicable to him.
It may be difficult for US holders to enforce their rights and
claims arising out of the US federal securities laws, since Seplat
and Eland are located in countries other than the US, and some or
all of their officers and directors may be residents of countries
other than the US. US holders may not be able to sue a non-US
company or its officers or directors in a non-US court for
violations of US securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to
a US court's judgement.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, Seplat, certain affiliated
companies and the nominees or brokers (acting as agents) may make
certain purchases of, or arrangements to purchase, shares in Eland
outside of the US, other than pursuant to the Acquisition, until
the date on which the Acquisition and/or Scheme becomes Effective,
lapses or is otherwise withdrawn. Also, in accordance with Rule
14e-5(b) of the US Exchange Act, Citi will continue to act as an
exempt principal trader in Eland Shares on the London Stock
Exchange. If such purchases or arrangements to purchase were to be
made they would occur either in the open market at prevailing
prices or in private transactions at negotiated prices and comply
with applicable law, including the US Exchange Act. Any information
about such purchases or arrangements to purchase will be disclosed
as required in the United Kingdom, will be reported to a Regulatory
Information Service and will be available on the London Stock
Exchange website at www.londonstockexchange.com.
Additional Information for Nigerian Investors
This Announcement does not constitute or form a part of any
offer or solicitation to purchase or subscribe for, or otherwise
invest in Seplat's securities in Nigeria.
Forward Looking Statements
This Announcement contains statements about Seplat and Eland
that are or may be forward-looking statements. All statements other
than statements of historical facts included in this Announcement
may be forward-looking statements. Without limitation, any
statements preceded or followed by or that include the words
"targets", "plans", "believes", "expects", "aims", "intends",
"will", "may", "anticipates", "estimates", "projects" or words or
terms of similar substance or the negative thereof, are
forward-looking statements. Forward-looking statements include
statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy,
losses and future prospects; (ii) business and management
strategies and the expansion and growth of Seplat's or Eland's
operations and potential synergies resulting from the Acquisition;
and (iii) the effects of government regulation on Seplat's or
Eland's business.
Such forward-looking statements involve risks and uncertainties
that could significantly affect expected results and are based on
certain key assumptions. Many factors could cause actual results to
differ materially from those projected or implied in any
forward-looking statements. Due to such uncertainties and risks,
readers are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date hereof.
Each of Seplat and Eland disclaims any obligation to update any
forward-looking or other statements contained herein, except as
required by applicable law.
No Profit Forecasts or Estimates
No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per share for Eland for the current or future financial
years would necessarily match or exceed the historical published
earnings or earnings per share for Eland.
Dealing and Opening Position Disclosure Requirements of the
Code
Under Rule 8.3(a) of the Code, any person who is interested in
one 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) of the Code applies must
be made by no later than 3:30 p.m. (London time) on the 10th
business day following the commencement of the Offer Period and, if
appropriate, by no later than 3:30 p.m. (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 one 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 of the Code. A Dealing Disclosure by a
person to whom Rule 8.3(b) of the Code applies must be made by no
later than 3:30 p.m. (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 of the Code.
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 of
the Code).
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 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.
If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638
0129.
Publication on Website and Availability of Hard Copies
This Announcement and the documents required to be published
pursuant to Rule 26.1 of the Code and pursuant to Rule 26 of the
AIM Rules for Companies will be available free of charge, subject
to certain restrictions relating to persons resident in Restricted
Jurisdictions, on Eland's website at www.elandoilandgas.com by no
later than 12:00 noon (London time) on the Business Day following
this Announcement. This Announcement shall also be published
pursuant to Rule 17.20 of the NSE Rules on Seplat's website at
www.seplatpetroleum.com by no later than 12:00 noon (London time)
on the Business Day following this Announcement.
Neither the content of any website referred to in this
Announcement nor the content of any website accessible from
hyperlinks is incorporated into, or forms part of, this
Announcement.
You may request a hard copy of this Announcement by contacting
Citi on +44 (0)207 986 4000. You may also request that all future
documents, announcements and information to be sent to you in
relation to the Acquisition should be in hard copy form.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Rule 2.9 Disclosure
In accordance with Rule 2.9 of the Code, Eland confirms that as
at the date of this Announcement, it has in issue and admitted to
trading on AIM 215,591,741 ordinary shares of 10 pence each
(excluding ordinary shares held in treasury). The International
Securities Identification Number (ISIN) of the ordinary shares is
GB00B8HHWX64.
Important Information
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
advisor duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are a resident in the United Kingdom
or, if not, from another appropriately authorised independent
financial advisor.
APPIX I
Part 1: Conditions to the Scheme and the Acquisition
1. The Acquisition is conditional upon the Scheme becoming unconditional
and Effective, subject to the provisions of the Code, on or
before Long Stop Date or such later date as Seplat and Eland
may, with the consent of the Panel, agree and (if required)
the Court may approve.
Scheme approval
2. The Scheme will be conditional on: (a) (i) approval of the Scheme at the Court Meeting by a
majority in number of the Scheme Shareholders on the
register of members of Eland at the Voting Record Time,
present and voting, whether in person or by proxy,
representing
75 per cent. in value of the Scheme Shares held by those
Scheme Shareholders (or the relevant class or classes
thereof, if applicable); and (ii) such Court Meeting
being held on or before the 22(nd) day after the expected
date of the Court Meeting to be set out in the Scheme
Document in due course or such later date (if any) as
Seplat and Eland may agree and the Court may approve,
subject to the Code and, if required, the consent of
the Panel;
(b) (i) the Resolution set out in the notice of the General
Meeting being duly passed by the requisite majority (or
majorities, if applicable) at the General Meeting; and
(ii) the General Meeting being held on or before the
22(nd) day after the expected date of the General Meeting
to be set out in the Scheme Document in due course or
such later date (if any) as Seplat and Eland may agree
and the Court may approve, subject to the Code and, if
required, the consent of the Panel; and
(c) (i) the sanction of the Scheme by the Court (without
modification or with modification on terms acceptable
to Seplat and Eland); (ii) the Court Hearing being held
on or before the 22(nd) day after the expected date of
the Court Hearing to be set out in the Scheme Document
in due course or such later date (if any) as Seplat and
Eland may agree and the Court may approve; and (iii)
the delivery of a copy of the Scheme Court Order to the
Registrar of Companies.
In addition, Seplat and Eland have agreed that, subject as
stated in Part 2 of this Appendix I and to the requirements of the
Panel, the Acquisition will be conditional upon the following
Conditions and, accordingly, the necessary actions to make the
Scheme Effective will not be taken unless the following Conditions
have been satisfied (where capable of satisfaction) and continue to
be satisfied pending the commencement of the Court Hearing or,
where relevant, waived prior to the Scheme being sanctioned by the
Court:
Regulatory approvals and clearances
3. a joint notification having been made by Seplat and Eland to
the Nigerian Department of Petroleum Resources pursuant to
the Nigerian Department of Petroleum Resources Guidelines,
notifying the Nigerian Minister of Petroleum Resources of the
Acquisition and the acquisition of interests by Seplat in Eland,
whose subsidiaries and affiliates hold certain interests in
hydrocarbon-related assets;
4. a joint notification having been made by Seplat and Eland to
the Nigerian Federal Competition and Consumer Protection Commission
pursuant to the Nigerian Federal Competition and Consumer Protection
Act, notifying the Nigerian Federal Competition and Consumer
Protection Commission of the Acquisition and the indirect transfer
of the business of Elcrest to Seplat;
5. excluding the Third Parties referred to in paragraphs 3 and
4 of Part 1 of this Appendix I above, no Third Party having
decided or given notice of a decision to take, institute, implement
or threaten any action, proceeding, suit, investigation, enquiry
or reference (and in each case, not having withdrawn the same),
or having required any action to be taken or otherwise having
done anything, or having enacted or made any statute, regulation,
decision, order or change to published practice (and in each
case, not having withdrawn the same) and there not continuing
to be outstanding any statute, regulation, decision or order
which would or might reasonably be expected to (in any case
to an extent or in a manner which is material in the context
of the Acquisition, the Wider Eland Group, or the Wider Seplat
Group, as the case may be):
(a) require, prevent or materially delay the divestiture or materially
alter the terms envisaged for such divestiture by any member
of the Wider Seplat Group or by any member of the Wider Eland
Group of all or any material part of their respective businesses,
assets, property or any shares or other securities (or the
equivalent) in any member of the Wider Eland Group or any
member of the Wider Seplat Group or impose any material limitation
on the ability of all or any of them to conduct their respective
businesses (or any part thereof) or to own, control or manage
any of their respective assets or properties (or any part
thereof);
(b) except pursuant to Chapter 3 of Part 28 of the Companies
Act in the event that Seplat elects to implement the Acquisition
by way of a Takeover Offer, require any member of the Wider
Seplat Group or the Wider Eland Group to acquire or offer
to acquire shares, other securities (or the equivalent) or
interest in any member of the Wider Eland Group or any asset
owned by any Third Party (other than in connection with the
implementation of the Acquisition), in a manner which is
material in the context of the Wider Seplat Group;
(c) impose any material limitation on, or result in a material
delay in, the ability of any member of the Wider Seplat Group,
directly or indirectly, to acquire, hold or exercise effectively
all or any rights of ownership in respect of shares or other
securities in Eland or on the ability of any member of the
Wider Eland Group or any member of the Wider Seplat Group,
directly or indirectly, to hold or exercise effectively all
or any rights of ownership in respect of shares or any other
securities (or the equivalent) in, or to exercise voting
or management control over, any other member of the Wider
Eland Group or any member of the Wider Seplat Group;
(d) result in any member of the Wider Eland Group, or Wider Seplat
Group ceasing to be able to carry on business under any names
under which it currently carries on business;
(e) make the Acquisition, its implementation or the acquisition
of any shares or other securities in, or control or management
of, Eland by any member of the Wider Seplat Group void, unenforceable
and/or illegal under the laws of any relevant jurisdiction,
or otherwise, directly or indirectly materially prevent or
prohibit, restrict, restrain or delay or otherwise to a material
extent interfere with the implementation of, or impose material
additional conditions or obligations with respect to, or
otherwise materially challenge, impede, interfere or require
amendment to the terms of the Acquisition or the acquisition
of any shares or other securities in, or control or management
of, Eland by any member of the Wider Seplat Group;
(f) impose any material limitation on, or result in any material
delay in, the ability of any member of the Wider Seplat Group
or any member of the Wider Eland Group to conduct, integrate
or coordinate all or any part of its business with all or
any part of the business of any other member of the Wider
Seplat Group and/or the Wider Eland Group; or
(g) otherwise materially adversely affect all or any of the business,
assets, liabilities, profits, financial or trading position
or prospects of the Wider Eland Group taken as a whole,
and all applicable waiting and other time periods (including any
extensions thereof) during which any Third Party could decide to
take, institute, implement or threaten any such action, proceeding,
suit, investigation, enquiry or reference or take any other step
under the laws of any relevant jurisdiction in respect of the
Acquisition or the acquisition of any Eland Shares having expired,
lapsed or been terminated;
Other regulatory approvals
6. each Third Party (other than the Third Parties referred to in
paragraphs 0 and 0 of Part 1 of this Appendix I above), which
regulates any member of the Wider Eland Group and whose prior
approval, consent or non-objection to any change in control, or
acquisition of (or increase in) control in respect of that or any
other member of the Wider Eland Group is required under applicable
law or regulation, or any Third Party, whose prior approval,
consent or non-objection of the Acquisition is otherwise required
under applicable law or regulation, or whose permissions are
required under applicable law or regulation in order to complete
the Acquisition, having given its required approval, non-objection
or legitimate deemed consent or consent in writing thereto and, as
the case may be, having granted such permissions as required and in
each case where the absence of the same would materially adversely
affect the Wider Eland Group, taken as a whole and all such
approvals, consents, non-objections or permissions are in full
force and effect and there being no notice of any intention to
revoke, suspend, restrict, modify or not to renew any of the
same;
Certain matters arising as a result of any arrangement,
agreement etc.
7. except as Disclosed, (and other than in relation to actions
taken by the Third Parties referred to in paragraphs 3 and 4 of
Part 1 of this Appendix I above) there being no provision of any
arrangement, agreement, lease, licence, franchise, permit or other
instrument to which any member of the Wider Eland Group is a party
or by or to which any such member or any of its assets is or may be
bound, entitled or subject which, as a consequence of the
Acquisition or the proposed acquisition by any member of the Wider
Seplat Group of any shares or other securities in Eland or because
of a change in the control or management of any member of the Wider
Eland Group or otherwise, would or might reasonably be expected to
result in (in each case to an extent which is material in the
context of the Wider Eland Group taken as a whole or in the context
of the Acquisition):
(a) any monies borrowed by or any other indebtedness or liabilities,
actual or contingent, of, or any grant available to, any
member of the Wider Eland Group being or becoming repayable
or being capable of being declared repayable immediately
or prior to their stated maturity date or repayment date,
or the ability of any such member to borrow monies or incur
indebtedness being withdrawn or inhibited or becoming capable
of being withdrawn or inhibited;
(b) the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business,
property or assets of any member of the Wider Eland Group
or any such mortgage, charge or security interest (whenever
arising or having arisen) becoming enforceable otherwise
than in the ordinary course of business;
(c) any such arrangement, agreement, licence, permit, franchise
or instrument, or the rights, liabilities, obligations or
interests of any member of the Wider Eland Group thereunder,
being, or becoming capable of being, terminated or adversely
modified or affected or any adverse action being taken;
(d) any material asset or interest of any member of the Wider
Eland Group being or falling to be disposed of or charged
or ceasing to be available to any member of the Wider Eland
Group or any material right arising under which any such
asset or interest could be required to be disposed of or
could cease to be available to any member of the Wider Eland
Group otherwise than, in each case, in the ordinary course
of business;
(e) any member of the Wider Eland Group ceasing to be able to
carry on business under any name under which it presently
does so;
(f) the creation of any liability (actual or contingent) by any
member of the Wider Eland Group other than trade creditors
or other liabilities incurred in the ordinary course of business;
(g) the interests or business of any member of the Wider Eland
Group in or with any other person, firm, company or body,
or any agreements or arrangements relating to any such interests
or business, being terminated or adversely modified or affected;
or
(h) the financial or trading position or the value of the Wider
Eland Group taken as a whole being prejudiced or adversely
affected,
and no event having occurred which, under any provision of any
such arrangement, agreement, licence, permit or other instrument,
would, as a consequence of the Scheme or the Acquisition, result in
any of the events or circumstances which are referred to in
paragraphs (a) to (h) of this Condition 7, in any such case, to an
extent which is material in the context of the Wider Eland Group
taken as a whole;
Certain events occurring since 31 December 2018
8. except as Disclosed, no member of the Wider Eland Group having, since 31 December 2018:
(a) issued or agreed to issue or authorised or announced its
intention to authorise or propose the issue, of additional
shares of any class, or securities or securities convertible
into, or exchangeable for, or rights, warrants or options
to subscribe for or acquire, any such shares, securities
or convertible securities or transferred or sold or agreed
to transfer or sell or authorised the transfer or sale of
Eland Shares out of treasury (except, where relevant, as
between Eland and wholly-owned subsidiaries of Eland or between
the wholly-owned subsidiaries of Eland and except for the
issue or transfer out of treasury of Eland Shares on the
exercise of employee share options or grant or vesting of
employee share awards in the ordinary course under the Eland
Share Plans, including, for the avoidance of doubt, the Eland
SIP);
(b) recommended, declared, paid or made, or proposed to, declare,
pay or make any bonus, dividend or other distribution (whether
payable in cash or otherwise) other than dividends (or other
distributions whether payable in cash or otherwise) lawfully
paid or made by any wholly-owned subsidiary of Eland to Eland
or any of its wholly-owned subsidiaries;
(c) other than pursuant to the Acquisition and except for transactions
between Eland and its wholly-owned subsidiaries or between
the wholly-owned subsidiaries of Eland and transactions in
the ordinary course of business, implemented, effected, authorised
or proposed or announced its intention to implement, effect,
authorise or propose any merger, demerger, reconstruction,
amalgamation, scheme, commitment or acquisition, disposal,
transfer, mortgage, charge or creation of any security interest
of or over any asset or shares in any undertaking, or any
right, title or interest in any asset which is material in
the context of the Wider Eland Group taken as a whole or
in the context of the Acquisition;
(d) except for transactions between Eland and its wholly-owned
subsidiaries or between the wholly-owned subsidiaries of
Eland and except for transactions in the ordinary course
of business, disposed of, or transferred, mortgaged or created
any security interest over any material asset or any right,
title or interest in any material asset or authorised or
announced any intention to do so;
(e) except for transactions between Eland and its wholly-owned
subsidiaries or between the wholly-owned subsidiaries of
Eland issued, authorised or announced an intention to authorise
or propose, the issue of or made any change in or to the
terms of any debentures or become subject to any contingent
liability (other than as incurred in the ordinary course
of business) or incurred or increased any indebtedness which
is material in the context of the Wider Eland Group taken
as a whole or in the context of the Acquisition;
(f) except in the ordinary course of business, entered into or
varied or authorised or announced its intention to enter
into or vary any contract, arrangement, agreement, transaction
or commitment (whether in respect of capital expenditure
or otherwise) which is material in the context of the Wider
Eland Group taken as a whole, which is of a long term, unusual
or onerous nature or magnitude or which is or which involves
or could involve an obligation of an unusual or onerous nature
or magnitude;
(g) entered into or varied the terms of, or made any offer (which
remains open for acceptance) to enter into or vary the terms
of any contract, service agreement, commitment or arrangement
with any director or senior executive of any member of the
Wider Eland Group, otherwise than in the ordinary course
of business;
(h) proposed, agreed to provide or modified the terms of the
Eland Share Plans, incentive scheme or other benefit relating
to the employment or termination of employment of any employee
of the Wider Eland Group which is material in the context
of the Wider Eland Group taken as a whole, other than in
the ordinary course of business;
(i) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other
securities or reduced or made any other change to any part
of its share capital (except, in each case, where relevant,
by a wholly-owned subsidiary of Eland);
(j) waived, compromised or settled any claim, other than in the
ordinary course of business which is material in the context
of the Wider Eland Group as a whole or in the context of
the Acquisition;
(k) terminated or varied the terms of any agreement or arrangement
between any member of the Wider Eland Group and any other
person in a manner which would or might reasonably be expected
to have a material adverse effect on the financial position
of the Wider Eland Group taken as a whole;
(l) save as required in connection with the adoption of the amended
articles of association of Eland in connection with the Acquisition,
made any material alteration to its memorandum or articles
of association;
(m) except in relation to changes made or agreed as a result
of, or arising from changes to legislation, made or agreed
or consented to any significant change to the following in
a way that is material in the context of the Wider Eland
Group taken as a whole or in the context of the Acquisition:
(A) the terms of the trust deeds and rules constituting
the pension scheme(s) established by any member of
the Wider Eland Group for its directors, employees
or their dependants;
(B) the contributions payable to any such scheme(s) or
to the benefits which accrue, or to the pensions which
are payable, thereunder;
(C) the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions are calculated
or determined; or
(D) the basis upon which the liabilities (including pensions)
of such pension schemes are funded, valued, made,
agreed or consented to,
to an extent which is in any such case material in the context
of the Wider Eland Group taken as a whole;
(n) been unable, or admitted in writing that it is unable, to
pay its debts or commenced negotiations with one or more
of its creditors with a view to rescheduling or restructuring
any of its indebtedness, or having stopped or suspended (or
threatened to stop or suspend) payment of its debts generally
or ceased or threatened to cease carrying on all or a substantial
part of its business which is material in the context of
the Wider Eland Group taken as a whole or in the context
of the Acquisition;
(o) (other than in respect of a member of the Wider Eland Group
which is dormant and was solvent at the relevant time) taken
any steps, corporate action or had any legal proceedings
instituted or threatened in writing against it in relation
to the suspension of payments, a moratorium of any indebtedness,
its winding-up (voluntary or otherwise), dissolution, reorganisation
or for the appointment of a receiver, administrator, manager,
administrative receiver, trustee or similar officer of all
or any material part of its assets or revenues or any analogous
or equivalent steps or proceedings in any jurisdiction or
appointed any analogous person in any jurisdiction or had
any such person appointed, which is in any such case material
in the context of the Wider Eland Group taken as a whole
or in the context of the Acquisition;
(p) (except for transactions between Eland and its wholly-owned
subsidiaries or between Eland's wholly-owned subsidiaries)
made, authorised or announced any change in its loan capital;
(q) entered into, implemented or authorised the entry into, any
joint venture, asset or profit sharing arrangement, partnership
or merger of business or corporate entities, which in any
such case is material in the context of the Wider Eland Group
as a whole or in the context of the Acquisition; or
(r) entered into any agreement, arrangement, commitment or contract
or passed any resolution or made any offer (which remains
open for acceptance) with respect to or announced an intention
to, or to propose to, effect any of the transactions, matters
or events referred to in this Condition 8;
No adverse change, litigation or regulatory enquiry
9. except as Disclosed and/or other than as a result of the
Acquisition, since 31 December 2018 there having been:
(a) no adverse change and no circumstance having arisen which
would reasonably be expected to result in any adverse change
in, the business, assets, financial or trading position or
profits, operational performance or prospects of any member
of the Wider Eland Group which in any such case is material
in the context of the Wider Eland Group taken as a whole;
(b) no litigation, arbitration proceedings, prosecution or other
legal proceedings to which any member of the Wider Eland
Group is or may become a party (whether as a claimant, defendant
or otherwise) having been threatened in writing, announced
or instituted by or against or remaining outstanding against
or in respect of, any member of the Wider Eland Group, in
each case which would reasonably be expected to have a material
adverse effect on the Wider Eland Group taken as a whole;
(c) no enquiry, review or investigation by, or complaint or reference
to, any Third Party against or in respect of any member of
the Wider Eland Group (or any person in respect of which
any such member has or may have responsibility or liability)
having been threatened in writing, announced, implemented
or instituted or remaining outstanding by, against or in
respect of any member of the Wider Eland Group, in each case,
which would reasonably be expected to have a material adverse
effect on the Wider Eland Group taken as a whole;
(d) no contingent or other liability having arisen or increased
other than in the ordinary course of business which is reasonably
likely to affect adversely the business, assets, financial
or trading position or profits of any member of the Wider
Eland Group to an extent which is material in the context
of the Wider Eland Group taken as a whole; and
(e) no steps having been taken and no omissions having been made
which are reasonably likely to result in the withdrawal,
cancellation, termination or modification of any licence
held by any member of the Wider Eland Group which is necessary
for the proper carrying on of its business and the withdrawal,
cancellation, termination or modification of which would
reasonably be expected to have a material adverse effect
on the Wider Eland Group taken as a whole;
No discovery of certain matters
10. save as Disclosed, Seplat not having discovered that:
(a) any financial, business or other information concerning the
Wider Eland Group announced publicly and delivered by or
on behalf of Eland through a Regulatory Information Service
prior to the date of this Announcement or disclosed to any
member of the Wider Seplat Group by or on behalf of any member
of the Wider Eland Group prior to the date of this Announcement
is misleading, contains a misrepresentation of any fact,
or omits to state a fact necessary to make that information
not misleading, in any such case which is material in the
context of the Wider Eland Group taken as a whole;
(b) any member of the Wider Eland Group is subject to any liability,
contingent or otherwise, arising other than in the ordinary
course of business and which is material in the context of
the Wider Eland Group taken as a whole;
(c) any information which affects the import of any information
disclosed at any time by or on behalf of any member of the
Wider Eland Group in each case which is material in the context
of the Wider Eland Group taken as a whole;
(d) no circumstance having arisen or event having occurred in
relation to any intellectual property owned, used or licensed
by the Wider Eland Group including: (i) any member of the
Wider Eland Group losing its title to any intellectual property
or any intellectual property owned by the Wider Eland Group
being revoked, cancelled or declared invalid; (ii) any agreement
regarding the use of any intellectual property licensed to
or by any member of the Wider Eland Group being terminated
or varied; or (iii) any claim being filed suggesting that
any member of the Wider Eland Group infringed the intellectual
property rights of a third party or any member of the Wider
Eland Group being found to have infringed the intellectual
property rights of a third party, in each case which is material
in the context of the Wider Eland Group taken as a whole;
(e) any past or present member of the Wider Eland Group has not
complied with any applicable legislation or regulations of
any jurisdiction with regard to the use, treatment, handling,
storage, transport, release, disposal, discharge, spillage,
leak or emission of any waste or hazardous substance or any
substance likely to impair the environment or harm human
health, or otherwise relating to environmental matters or
the health and safety of any person, or that there has otherwise
been any such use, treatment, handling, storage, transport,
release, disposal, discharge, spillage, leak or emission
(whether or not this constituted a noncompliance by any person
with any legislation or regulations and wherever the same
may have taken place) which, in any case, would be likely
to give rise to any liability (whether actual or contingent)
or cost on the part of any member of the Wider Eland Group
which in any case is material in the context of the Wider
Eland Group taken as a whole or in the context of the Acquisition;
and
(g) there is, or is likely to be, any liability, whether actual
or contingent, to make good, repair, reinstate or clean up
any property now or previously owned, occupied or made use
of by any past or present member of the Wider Eland Group
or any other property or any controlled waters under any
environmental legislation, regulation, notice, circular,
order or other lawful requirement of any relevant authority
or third party or otherwise which in any case is material
in the context of the Wider Eland Group taken as a whole
or in the context of the Acquisition;
Anti-corruption, sanctions and criminal property
11. Except as Disclosed, Seplat not having discovered that:
(a) (i) any past or present member, director, officer or employee
of the Wider Eland Group is or has at any time during the
course of such person's employment with any member of the
Wider Eland Group engaged in any activity, practice or conduct
which would constitute an offence under the Bribery Act 2010,
the US Foreign Corrupt Practices Act of 1977 or any other
anti--corruption legislation applicable to the Wider Eland
Group; or (ii) any person that performs or has performed
services for or on behalf of the Wider Eland Group is or
has at any time during the course of such person's performance
of services for any member of the Wider Eland Group engaged
in any activity, practice or conduct in connection with the
performance of such services which would constitute an offence
under the Bribery Act 2010, the US Foreign Corrupt Practices
Act of 1977, the Nigerian Economic and Financial Crimes Commission
(Establishment) Act 2004 or any other applicable anticorruption
legislation; or
(b) any material asset of any member of the Wider Eland Group
constitutes criminal property as defined by section 340(3)
of the Proceeds of Crime Act 2002 (but disregarding paragraph
(b) of that definition); or
(c) any past or present member, director, officer or employee
of the Wider Eland Group, or any person that performs or
has performed services for or on behalf of any such company
is or has, at any time during the course of such person's
employment with, or performance of services for or on behalf
of, any member of the Wider Eland Group, engaged in any business
with, made any investments in, made any funds or assets available
to or received any funds or assets from: (i) any government,
entity or individual in respect of which United States or
European Union persons, or persons operating in those territories,
are prohibited from engaging in activities or doing business,
or from receiving or making available funds or economic resources,
by United States or European Union laws or regulations, including
the economic sanctions administered by the United States
Office of Foreign Assets Control, or HM Revenue & Customs
or the laws of the Republic of Nigeria; or (ii) any government,
entity or individual targeted by any of the economic sanctions
of the United Nations, the United States, the European Union
or any of its member states or the Republic of Nigeria; or
(d) a member of the Wider Eland Group has engaged in any transaction
which would cause Seplat to be in breach of any law or regulation
upon its Acquisition of Eland, including the economic sanctions
of the United States Office of Foreign Assets Control, or
HM Revenue & Customs, or any government, entity or individual
targeted by any of the economic sanctions of the United Nations,
the United States, the European Union or any of its member
states or the Republic of Nigeria.
Part 2: Certain further terms of the Acquisition
1. The Scheme will not become Effective unless the Conditions
have been fulfilled or (if capable of waiver) waived or, where
appropriate, have been determined by Seplat to be or remain
satisfied by no later than the Long Stop Date (or such later
date as Seplat and Eland may, with the consent of the Panel,
agree and (if required) the Court may allow).
2. To the extent permitted by law and subject to the requirements
of the Panel, Seplat reserves the right to waive, in whole
or in part, all or any of Conditions, except Condition 2 (Scheme
approval) of Part 1 of this Appendix I.
3. Seplat reserves the right to elect to implement the Acquisition
by way of a Takeover Offer, subject to the Panel's consent.
In such event, such offer will (unless otherwise determined
by Seplat and subject to the consent of the Panel) be implemented
on the same terms and conditions, so far as applicable, as
those which would apply to the Scheme subject to appropriate
amendments to reflect the change in method of effecting the
Acquisition including (without limitation and subject to the
consent of the Panel) an acceptance condition set at 90 per
cent. (or such lesser percentage, being more than 50 per cent.,
as Seplat may decide) of the voting rights then exercisable
at a general meeting of Eland, including, for this purpose,
any such voting rights attaching to Eland Shares that are unconditionally
allotted or issued, and to any Treasury Shares which are unconditionally
transferred or sold by Eland, before the Takeover Offer becomes
or is declared unconditional as to acceptances, whether pursuant
to the exercise of any outstanding subscription or conversion
rights or otherwise.
4. Seplat reserves the right (with the consent of the Panel and
subject to the terms of the Cooperation Agreement) for any
other entity controlled by Seplat from time to time to implement
the Acquisition.
5. Under Rule 13.5(a) of the Code, Seplat may not invoke a Condition
to the Acquisition so as to cause the Acquisition not to proceed,
to lapse or to be withdrawn unless the circumstances which
give rise to the right to invoke the Condition are of material
significance to Seplat in the context of the Acquisition. Condition
2 (Scheme approval) of Part 1 of this Appendix I and, if applicable,
any acceptance condition if the Acquisition is implemented
by means of a Takeover Offer, are not subject to this provision
of the Code.
6. In the event the Acquisition is implemented, the Eland Shares
under offer will be acquired by Seplat with full title guarantee,
fully paid and free from all liens, equitable interests, charges,
encumbrances, rights of preemption and any other third party
rights and interests whatsoever and together with all rights
existing at the date of this Announcement or thereafter attaching
thereto, including (without limitation) the right to receive
and retain, in full, all dividends and other distributions
(if any) declared, made or paid or any other return of capital
(whether by way of reduction of share capital or share premium
account or otherwise) made on or after the date of this Announcement
in respect of the Eland Shares.
7. Subject to the terms of the Scheme, if, on or after the date
of this Announcement, any dividend, other than the interim
dividend of 1 pence per Eland Share to be paid on 31 October
2019, and/or other distribution and/or other return of capital
is announced, declared or paid in respect of the Eland Shares,
Seplat reserves the right, to reduce the offer consideration
for the Eland Shares by an amount up to the amount of such
dividend and/or distribution and/or return of capital in which
case: (i) any reference in this Announcement or in the Scheme
Document to the offer consideration for the Eland Shares will
be deemed to be a reference to the offer consideration as so
reduced; and (ii) the relevant eligible Eland Shareholders
will be entitled to receive and retain such dividend and/or
distribution and/or return of capital. To the extent that any
such dividend and/or distribution and/or other return of capital
announced, declared or paid is: (x) transferred pursuant to
the Acquisition on a basis which entitles Seplat to receive
the dividend or distribution or return of capital and to retain
it; or (y) cancelled, the offer consideration will not be subject
to change in accordance with this paragraph. Any exercise by
Seplat of its rights referred to in this paragraph shall be
the subject of an announcement and the consent of the Panel
and, for the avoidance of doubt, shall not be regarded as constituting
any revision or variation of the Acquisition.
8. The availability of the Acquisition to persons not resident
in the United Kingdom may be affected by the laws of the relevant
jurisdiction. Any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about and observe any applicable requirements. Further information
in relation to Overseas Shareholders will be contained in the
Scheme Document.
9. Unless otherwise determined by Seplat or required by the Code
and permitted by applicable law and regulations, the Acquisition
is not being, and will not be, made, directly or indirectly,
in, into or by the use of the mails of, or by any other means
or instrumentality (including, but not limited to, facsimile,
email or other electronic transmission, telex or telephone)
of interstate or foreign commerce of, or of any facility of
a national, state or other securities exchange of, any Restricted
Jurisdiction.
10. Each of the Conditions shall be regarded as a separate Condition
and not be limited by reference to any other Condition.
11. The Scheme will be governed by Scots law and will be subject
to the jurisdiction of the Court and to the Conditions and
further terms set out in this Appendix I and to be set out
in the Scheme Document. The Scheme will be subject to the applicable
requirements of the Code, the Panel, AIM and the Financial
Conduct Authority.
APPIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
i. The value placed by the Acquisition on the existing issued
ordinary share capital of Eland is based on 215,591,741 Eland
Shares in issue on 14 October 2019, being the last practicable date
prior to publication of this Announcement.
ii. The value of the Acquisition on a fully diluted basis has
been calculated on the basis of a fully diluted issued ordinary
share capital of 230,243,525 Eland Shares, which is calculated by
reference to 215,591,741 Eland Shares in issue on 14 October 2019
and a further 14,651,784 Eland Shares which may be issued on or
after the date of this Announcement on the exercise of options or
vesting of awards under the Eland Share Plans (taking into account
the exercise by Eland's remuneration committee of applicable
discretions).
iii. Unless otherwise stated, all references to numbers of Eland
Shares and the percentage that such Eland Shares represent of the
issued share capital of Eland are references to such numbers and
percentages as at 14 October 2019 (being the latest practicable
date prior to publication of this Announcement).
iv. Unless otherwise stated, all prices and closing prices for
Eland Shares are closing middle market quotations derived from the
London Stock Exchange.
v. Volume weighted average prices have been derived from
Bloomberg and have been rounded to the nearest single decimal
place.
vi. Unless otherwise stated, the reserves and the financial
information relating to Eland are extracted from the audited final
results of the Eland Group for the financial year to 31 December
2018 and the unaudited interim results of the Eland Group for the
six months to 30 June 2019, prepared in accordance with IFRS.
vii. Unless otherwise stated, the reserves and the financial
information relating to Seplat are extracted from the audited final
results of the Seplat Group for the financial year to 31 December
2018 and the unaudited interim results of the Seplat Group for the
six months to 30 June 2019, prepared in accordance with IFRS.
viii. Certain figures included in this Announcement have been
subject to rounding adjustments.
ix. Certain figures included in this Announcement in relation to
Eland's reserves and resources are drawn from Netherland Sewell
& Associates' Competent Persons Report dated 31 December
2018.
x. The increase in Seplat's 2P Liquids Reserves, 2P Oil Reserves
and 2C Oil Resources by 41MMbbls and 65MMbbls respectively is based
on including Eland's 2P Reserves and 2C Resources on a net basis
(i.e. implied ownership of a 45 per cent. net interest in OML 40,
on the basis that Elcrest is consolidated by Eland).
APPIX III
Details of Irrevocable Undertakings
Seplat and Eland have received irrevocable undertakings to
accept the Acquisition in respect of a total of 129,727,705 Eland
Shares (representing, in aggregate, approximately 60.17 per cent.
of Eland Shares in issue on 14 October 2019 (being the last
Business Day before the date of this Announcement)).
Eland Directors' irrevocable undertakings
Name Number of Eland Shares Per cent. of issued
ordinary share capital
of Eland
George Maxwell 549,269 0.25%
----------------------- ------------------------
Russell Harvey 42,888 0.02%
----------------------- ------------------------
Ron Bain 17,500 0.01%
----------------------- ------------------------
Total 609,657 0.28%
----------------------- ------------------------
Seplat has received irrevocable undertakings from the Eland
Directors who are interested in Eland Shares in respect of which
they are able to control the exercise of voting rights in respect
of Eland Shares representing approximately 0.28 per cent. of the
existing issued share capital of Eland:
(a) to cast (or procure the casting of) all voting rights
attaching to such Eland Shares in favour of the Scheme at the Court
Meeting and in favour of the Resolution at the General Meeting;
and
(b) if the Acquisition is structured as a Takeover Offer, to
accept or procure the acceptance of such Takeover Offer in respect
of all such Eland Shares, provided such Takeover Offer is made on
terms at least as favourable as the terms of the Scheme.
Further, Seplat has received an irrevocable undertaking from
Gregory Stoupnitzky to use reasonable efforts to obtain control of
the voting rights of the 25,000 Eland Shares in which he is
interested, and, provided such control is obtained, has undertaken
to vote as described in (a) and (b) above.
The irrevocable undertakings from the Eland Directors will only
cease to be binding if: (i) Seplat announces with the consent of
the Panel, that it does not intend to make an offer or proceed with
the Acquisition; (ii) the Scheme Document is not sent to the Eland
Shareholders by 5:30 p.m. (London time) on the date which is 28
days after the date of this Announcement, or such later time or
date as Seplat and Eland (with the consent of the Panel, if
required) agree; (iii) the Scheme lapses or is withdrawn; (iv) the
Scheme has not become Effective by 5:30 p.m. (London time) on or
before the Long Stop Date or such later time or date as Seplat and
Eland (with the approval of the Court and/or the consent of the
Panel, if required) agree; or (v) if any other: (A) takeover offer
within the meaning of section 974 of the Companies Act made for the
entire ordinary share capital of Eland becomes or is declared
wholly unconditional; or (B) scheme of arrangement under section
895 of the Companies Act in respect of Eland becomes effective in
accordance with its terms.
Eland other shareholder irrevocable undertakings
Name Number of Eland Shares Per cent. of issued
ordinary share capital
of Eland
Helios 62,669,943 29.07%
----------------------- ------------------------
LOAME 53,686,003 24.90%
----------------------- ------------------------
Richard I Griffiths 12,762,102 5.92%
----------------------- ------------------------
Total 129,118,048 59.89%
----------------------- ------------------------
Seplat has received irrevocable undertakings from Helios, LOAME
and Richard I Griffiths in respect of 129,118,048 Eland Shares, in
respect of which they are able to exercise discretionary and voting
control, representing approximately 59.89 per cent. of the existing
issued ordinary share capital of Eland:
(a) to cast (or procure the casting of) all voting rights
attaching to such Eland Shares in favour of the Scheme at the Court
Meeting and in favour of the Resolution at the General Meeting;
and
(b) if the Acquisition is structured as a Takeover Offer, to
accept or procure the acceptance of such Takeover Offer in respect
of all such Eland Shares, provided such Takeover Offer is made on
terms at least as favourable as the terms of the Scheme.
Helios
The irrevocable undertaking from Helios will only cease to be
binding if: (i) Seplat announces with the consent of the Panel,
that it does not intend to make an offer or proceed with the
Acquisition; (ii) the Scheme Document is not sent to the Eland
Shareholders by 5:30 p.m. (London time) on the date which is 28
days after the date of this Announcement, or such later time or
date as Seplat and Eland (with the consent of the Panel, if
required) agree; (iii) the Scheme lapses or is withdrawn; (iv) the
Scheme has not become Effective by 5:30 p.m. (London time) on or
before the Long Stop Date or such later time or date as Seplat and
Eland (with the approval of the Court and/or the consent of the
Panel, if required) agree; or (v) if any other: (A) takeover offer
within the meaning of section 974 of the Companies Act made for the
entire ordinary share capital of Eland becomes or is declared
wholly unconditional; or (B) scheme of arrangement under section
895 of the Companies Act in respect of Eland becomes effective in
accordance with its terms.
LOAME
The irrevocable undertaking from LOAME will only cease to be
binding if: (i) Seplat announces with the consent of the Panel,
that it does not intend to make an offer or proceed with the
Acquisition; (ii) the Scheme Document is not sent to the Eland
Shareholders by 5:30 p.m. (London time) on the date which is 28
days after the date of this Announcement, or such later time or
date as Seplat and Eland (with the consent of the Panel, if
required) agree; (iii) the Scheme lapses or is withdrawn; (iv) the
Scheme has not become Effective by 5:30 p.m. (London time) on or
before the Long Stop Date or such later time or date as Seplat and
Eland (with the approval of the Court and/or the consent of the
Panel, if required) agree; (v) if any other: (A) takeover offer
within the meaning of section 974 of the Companies Act made for the
entire ordinary share capital of Eland becomes or is declared
wholly unconditional; or (B) scheme of arrangement under section
895 of the Companies Act in respect of Eland becomes effective in
accordance with its terms; or (vi) at 5:30 p.m. (London time) on 30
March 2020.
Richard I Griffiths
The irrevocable undertaking from Richard I Griffiths will only
cease to be binding if: (i) Seplat announces with the consent of
the Panel, that it does not intend to make an offer or proceed with
the Acquisition; (ii) the Scheme Document is not sent to the Eland
Shareholders by 5:30 p.m. (London time) on the date which is 28
days after the date of this Announcement, or such later time or
date as Seplat and Eland (with the consent of the Panel, if
required) agree; (iii) the Scheme lapses or is withdrawn; (iv) the
Scheme has not become Effective by 5:30 p.m. (London time) on or
before the Long Stop Date or such later time or date as Seplat and
Eland (with the approval of the Court and/or the consent of the
Panel, if required) agree; or (v) if any other: (A) takeover offer
within the meaning of section 974 of the Companies Act made for the
entire ordinary share capital of Eland becomes or is declared
wholly unconditional; or (B) scheme of arrangement under section
895 of the Companies Act in respect of Eland becomes effective in
accordance with its terms.
APPIX IV
DEFINITIONS
"2C Resources" those quantities of petroleum estimated,
as of a given date, to be potentially recoverable
from known accumulations by application
of development projects, but which are
not currently considered to be commercially
recoverable due to one or more contingencies,
and "2C Liquids Resources" and "2C Oil
Resources" shall be interpreted accordingly;
"2P Reserves those quantities of petroleum which, by
analysis of geographical and engineering
data, can be estimated with reasonable
certainty to be commercially recoverable,
from a given date forward, from known reservoirs
and under current economic conditions,
operating methods and government regulations,
and "2P Liquids Reserves" and "2P Oil Reserves"
shall be interpreted accordingly;
"Acquisition" the proposed acquisition by Seplat of the
entire issued and to be issued share capital
of Eland to be implemented by means of
the Scheme or, if Seplat so determines
in its absolute discretion (subject to
the consent of the Panel), by means of
the Takeover Offer;
"AIM" the AIM Market of the London Stock Exchange;
"AIM Oil & Gas Index" the index of the London Stock Exchange
known as "FTSE AIM All-Share - Oil & Gas;
"AIM Rules for Companies" the rules, published by the London Stock
Exchange, which set out the rules and responsibilities
in relation to AIM companies;
"Announcement" this announcement of the Acquisition made
in accordance with Rule 2.7 of the Code;
"Bloomberg" the information service available on http://www.bloomberg.com;
"bopd" barrels of oil per day;
"Business Day" a day (other than a Saturday, Sunday or
public holiday in England and Wales, Scotland
and in Nigeria) when commercial banks in
London, Edinburgh and Abuja are open for
ordinary banking business;
"Citi" Citigroup Global Markets Limited;
"Closing Price" the closing middle-market quotation of
an Eland Share as derived from the Daily
Official List;
"Code" the City Code on Takeovers and Mergers
issued from time to time by or on behalf
of the Panel;
"Companies Act" the Companies Act 2006;
"Conditions" the conditions of the Acquisition set out
in Appendix I of this Announcement and
to be set out in the Scheme Document and
"Condition" means any one of them;
"Confidentiality Agreement" the confidentiality agreement between Seplat
and Eland dated 24 April 2015 as amended
on 2 July 2019 and 12 September 2019;
"Cooperation Agreement" the co-operation agreement dated 15 October
2019 entered into between Seplat and Eland;
"Court" the Court of Session in Edinburgh;
"Court Hearing" the hearing by the Court to sanction the
Scheme;
"Court Meeting" the meeting of Eland Shareholders to be
convened pursuant to an order of the Court
under section 896 of the Companies Act
to consider and, if thought fit, approve
the Scheme (with or without modification),
and any adjournment thereof;
"CREST" the relevant system (as defined in the
Uncertificated Securities Regulations 2001
(SI 2001/3755)) in respect of which Euroclear
UK & Ireland Ltd is the Operator (as defined
in such regulations) in accordance with
which securities may be held and transferred
in uncertificated form;
"Daily Official List" the Daily Official List of the London Stock
Exchange;
"Data Room" the Project Anchor online virtual data
room facility provided by Sterling on behalf
of Eland;
"Dealing Disclosure" has the same meaning as in Rule 8 of the
Code;
"Deferred Shares" deferred shares of 90 pence each in the
capital of Eland;
"Disclosed" the information fairly disclosed by, or
on behalf of, Eland: (i) in the audited
consolidated annual report and accounts
of the Eland Group for the year ended 31
December 2018; (ii) in the half year results
of Eland Group dated 11 September 2019;
(iii) in writing to Seplat and/or its agents
and advisers prior to the date of this
Announcement in relation to the Acquisition;
(iv) in a public announcement to a Regulatory
Information Service made by Eland prior
to the date of this Announcement; (v) in
the Data Room; or (vi) in this Announcement;
"Disclosure Table" the disclosure table on the Panel's website
at http://www.thetakeoverpanel.org.uk;
"E&P" exploration and production;
"Effective" either:
(a) if the Acquisition is implemented by
means of the Scheme, the Scheme has been
implemented in accordance with its terms;
or
(b) if the Acquisition is implemented by
means of the Takeover Offer, the Takeover
Offer has been declared or become unconditional
in all respects in accordance with the
requirements of the Code;
"Effective Date" the date on which:
(a) if the Acquisition is implemented by
means of the Scheme, the Scheme having
become effective in accordance with its
terms; or
(b) if the Acquisition is implemented by
means of the Takeover Offer, the Takeover
Offer having been declared or become unconditional
in all respects in accordance with its
terms;
"Eland" Eland Oil & Gas PLC;
"Eland's Articles" Eland's articles of association currently
adopted and filed with the Registrar of
Companies;
"Eland Board Recommendation" the unanimous and unqualified recommendation
from the Eland Directors to Eland Shareholders
in respect of the Acquisition:
(a) to vote in favour: (i) of the Scheme
at the Court Meeting; and (ii) the Resolution
at the General Meeting; and
(b) if Seplat elects to implement the Acquisition
by means of a Takeover Offer, to accept
the Takeover Offer;
"Eland Directors" or the board of directors of Eland and "Eland
"Eland Board" Director" means any of them;
"Eland Group" Eland and its subsidiary undertakings and,
where the context permits, each of them;
"Eland Option Plans" the "Eland Oil and Gas PLC Share Option
Plan", the "Eland Oil and Gas PLC Non-Employee
Share Option Plan" and the "Eland Oil and
Gas PLC Long Term Incentive Plan", in each
case as the same may be validly amended
from time to time;
"Eland Share" the ordinary shares of 10 pence each in
the capital of Eland;
"Eland Shareholder" the holders of Eland shares;
"Eland Share Plans" the Eland Option Plans and the Eland SIP;
"Eland SIP" the Eland Oil and Gas PLC Share Incentive
Plan;
"Elcrest" Elcrest Exploration and Production Nigeria
Limited;
"Evercore" Evercore Partners International LLP;
"Forms of Proxy" the forms of proxy for use at the Court
Meeting and the General Meeting respectively,
which will accompany the Scheme Document;
"Gbetiokun" Gbetiokun field;
"Gbetiokun-4" the Gbetiokun-4 well;
"General Meeting" the general meeting of the Eland Shareholders
to be convened in connection with the Acquisition,
and any adjournment thereof;
"Helios" Helios Natural Resources Limited;
"IFRS" International Financial Report Standards;
"Investec" Investec Bank plc;
"Kboepd" thousand barrels of oil equivalent per
day;
"Kbopd" thousand barrels of oil per day;
"LOAME" Lombard Odier Asset Management (Europe)
Limited;
"London Stock Exchange" London Stock Exchange plc;
"Long Stop Date" 15 April 2020 (or any such date as may
be agreed by Seplat and Eland and the Panel
and the Court may allow);
"Meetings" together, the Court Meeting and the General
Meeting;
"MMbbls" million barrels;
"MMboe" million barrels of oil equivalent;
"MMscfd" million standard cubic feet per day;
"Nigerian Department the Guidelines and Procedures for Obtaining
of Petroleum Resources Minister's Consent to the Assignment of
Guidelines" Interests in Oil and Gas Assets 2014, issued
pursuant to the Nigerian Petroleum Act;
"Nigerian Federal Competition the Federal Competition and Consumer Protection
and Consumer Protection Commission Act, 2018;
Act"
"Nigerian Petroleum the Petroleum Act 1969, Cap P10, Laws of
Act" the Federation of Nigeria, 2004;
"Nigerian Stock Exchange" The Nigerian Stock Exchange;
"NSE Rules" the Rulebook of the Nigerian Stock Exchange
2015 (as amended);
"Offer Period" the offer period (as defined by the Code)
relating to Eland, commencing on the date
of this Announcement and ending on the
day this Acquisition becomes Effective,
lapses or is withdrawn (or such other date
as the Panel may decide);
"OML 40" the oil mining licence number 40 onshore
Nigeria issued by the government of the
Federal Republic of Nigeria;
"Opening Position Disclosure" has the same meaning as in Rule 8 of the
Code;
"Opuama" Opuama field;
"Overseas Shareholders" Eland Shareholders whose registered addresses
are outside the UK or who are citizens
or residents of countries other than the
UK;
"Panel" the UK Panel on Takeovers and Mergers;
"PD Meter" positive displacement liquid meter;
"Peel Hunt" Peel Hunt LLP;
"Registrar of Companies" the Registrar of Companies in Scotland;
"Regulatory Information a service approved by the London Stock
Service" Exchange for the distribution to the public
of announcements and included within the
list maintained on the London Stock Exchange's
website;
"Resolution" the resolution to be proposed by Eland
at the General Meeting in connection with,
amongst other things, the approval of the
Scheme, the amendment of Eland's articles
of association and such other matters as
may be necessary to implement the Scheme;
"Restricted Jurisdiction" any jurisdiction where local laws or regulations
may result in a significant risk of civil,
regulatory, or criminal exposure if information
concerning the Acquisition is sent or made
available to Eland Shareholders in that
jurisdiction;
"Scheme" the proposed scheme of arrangement under
Part 26 of the Companies Act between Eland
and the Scheme Shareholders, the terms
of which are to be set out in the Scheme
Document, with or subject to any modification,
addition or condition thereto approved
or imposed by the Court and agreed to by
Eland and Seplat;
"Scheme Court Order" the order of the Court sanctioning the
Scheme pursuant to section 899 of the Companies
Act;
"Scheme Document" the document addressed to Eland Shareholders
containing, inter alia, the Scheme and
the notices of the Court Meeting and the
General Meeting;
"Scheme Record Time" the time and date specified in the Scheme
Document, expected to be 6:00 p.m. (London
time) on the Business Day immediately after
the Court Hearing;
"Scheme Shareholders" holders of Scheme Shares as appearing in
the register of members of Eland at the
Scheme Record Time, and a "Scheme Shareholder"
shall mean any one (1) of those Scheme
Shareholders;
"Scheme Shares" Eland Shares:
(i) in issue at the date of the Scheme
Document;
(ii) (if any) issued after the date of
the Scheme Document but before the Voting
Record Time; and
(iii) (if any) issued at or after the Voting
Record Time and before the Scheme Record
Time on terms that the original or any
subsequent holders shall be, or shall have
agreed in writing by such time to be, bound
by the Scheme;
"Seplat" Seplat Petroleum Development Company Plc;
"Seplat Directors" or the board of directors of Seplat and "Seplat
"Seplat Board" Director" means any of them;
"Seplat Group" Seplat and its subsidiary undertakings
and, where the context permits, each of
them;
"Sterling" Pound Sterling;
"Stifel" Stifel Nicolaus Europe Limited;
"Summary" the summary of this Announcement, set out
at the beginning of this Announcement;
"Switch" as defined in the section 13 (Offer-related
Arrangements);
"Takeover Offer" if Seplat elects to effect the Acquisition
by means of an offer, the offer to be made
by or on behalf of Seplat to acquire the
entire issued and to be issued ordinary
share capital of Eland including, where
the context so requires, any subsequent
revision, variation, extension, or renewal
thereof;
"Third Party" each of a central bank, government or governmental,
supranational, statutory, regulatory, professional
or investigative body or authority (including
any antitrust or merger control authority),
court, arbitrator or arbitrator panel,
professional association, environmental
body, any regulatory organization or private
body exercising any regulatory, taxing,
importing, or any other similar body or
person whatsoever in any jurisdiction;
"Treasury Shares" shares held as treasury shares as defined
in section 724(5) of the Companies Act;
"Ubima" Ubima marginal field;
"Ubima-1" the Ubima-1 well;
"UK" or "United Kingdom" the United Kingdom of Great Britain and
Northern Ireland;
"United States of America", the United States of America, its possessions
or "US" or "United States" and territories, all areas subject to its
jurisdiction or any subdivision thereof,
any State of the United States and the
District of Columbia;
"US$" or "$" United States dollars;
"US Exchange Act" the US Securities Exchange Act of 1934,
as amended and the rules and regulations
promulgated thereunder;
"Voting Record Time" the time and date specified in the Scheme
Document by reference to which entitlement
to vote at the Court Meeting will be determined,
expected to be 6:00 p.m. (London time)
on the day which is two (2) days before
the date of the Court Meeting or if the
Court Meeting is adjourned, 6:00 p.m. (London
time) on the day which is two (2) days
before such adjourned meeting;
"Wider Eland Group" the Eland Group and any of its subsidiaries,
subsidiary undertakings and associated
undertakings and any other body corporate,
partnership, joint venture or person in
which Eland and such undertakings (aggregating
their interests) have a direct or indirect
interest of 20 per cent. or more of the
voting or equity capital or equivalent;
"Wider Seplat Group" the Seplat Group and any of its subsidiaries,
subsidiary undertakings and associated
undertakings and any other body corporate,
partnership, joint venture or person in
which Seplat and such undertakings (aggregating
their interests) have a direct or indirect
interest of 20 per cent. or more of the
voting or equity capital or equivalent;
and
"Working Interest" a percentage of ownership in an oil and
gas lease granting its owner the right
to explore, drill and produce oil and gas
from a tract of property.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
SOAGGGPCUUPBUAA
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