WAM Wham

RNS Number:1324G
Wham Energy plc
22 October 2007


Not for release, publication or distribution, in whole or in part, in or into or
    from any jurisdiction where to do so would constitute a violation of the
                      relevant laws of such jurisdiction.
                                                                                
                                                                 22 October 2007

                               Recommended offer
                                      for
                                WHAM Energy plc
                                       by
                             Venture Production plc

Result of Court Meeting and EGM

WHAM Energy plc ("WHAM") announces that at the meeting convened by the court and
held earlier today, 22 October 2007 (the "Court Meeting"), and at the subsequent
Extraordinary General Meeting (the "EGM") to approve the scheme of arrangement
(the "Scheme") to implement the offer to acquire WHAM by Venture Production plc
("Venture") (the "Offer"), all of the resolutions received the necessary
majorities and were accordingly approved.


Voting results

The voting results in relation to the Court Meeting and the EGM are summarised
below:



COURT MEETING

Number of WHAM Shareholders: FOR: 50 (98.0 %), AGAINST: 1 (2.0 %)


representing the following number of votes: FOR: 23,264,755 (100.0 %), AGAINST:
700 (0.0 %)


representing the following percentage of issued shares: FOR: 73.3 %, AGAINST:
0.0 %



EGM

The special resolution to give effect to the Scheme was passed unanimously on a
show of hands at the EGM.

The Offer remains subject to the terms and conditions set out in the Scheme
Document. The Scheme will not become effective and the Offer will not be
completed unless the conditions set out in the Scheme Document have been
satisfied (or, if capable of waiver, waived) by 5.00 p.m. (London time) on 31
December 2007, or such later date as Venture and WHAM may agree and (if
required) the Court may approve.


Enquiries:

WHAM Energy plc                                     +44 (0)20 7924 4644
Michael Pavia, Chairman
Tom Windle, Chief Executive Officer

Tristone Capital Limited                            +44 (0)20 7355 5800
(Financial adviser to WHAM)
Nick Morgan
Majid Shafiq

Landsbanki Securities (UK) Limited                  +44 (0)20 7426 9000
(Nominated Adviser and broker to WHAM)
Michael Burt

WHAM Public Relations                               +44 (0)20 7448 3244
Simon Courtenay, City Profile

Venture Production plc                              +44 (0)1224 619 000
Mike Wagstaff, Chief Executive
Rod Begbie, Corporate Development Director

Oriel Securities Limited                            +44 (0)20 7710 7600
(Financial adviser and broker to Venture)
Simon Bragg
Michael Shaw

Venture Public Relations
Patrick Handley, Brunswick                          +44 (0)20 7404 5959
John MacDonald, Weber Shandwick (Scottish press)    +44 (0)1224 806 600


The WHAM Directors accept responsibility for the information contained in this
announcement. To the best of the knowledge and belief of the WHAM Directors (who
have taken all reasonable care to ensure that such is the case), the information
contained in this announcement is in accordance with the facts and does not omit
anything likely to affect the import of such information.

Tristone Capital Limited, which is authorised and regulated in the United
Kingdom by the FSA, is acting exclusively for WHAM and no-one else in connection
with the Offer. Tristone Capital Limited is not acting for, and will not be
responsible to anyone other than WHAM for providing the protections offered to
clients of Tristone Capital Limited nor for providing advice in relation to the
Offer.

Landsbanki Securities (UK) Limited, which is authorised and regulated in the
United Kingdom by the FSA, is acting exclusively for WHAM and no-one else in
connection with the Offer. Landsbanki Securities (UK) Limited is not acting for,
and will not be responsible to anyone other than WHAM for providing the
protections offered to clients of Landsbanki Securities (UK) Limited nor for
providing advice in relation to the Offer.

Oriel Securities Limited, which is authorised and regulated in the United
Kingdom by the FSA, is acting exclusively for Venture and no-one else in
connection with the Offer. Oriel Securities Limited is not acting for, and will
not be responsible to, anyone other than Venture for providing the protections
afforded to clients of Oriel Securities Limited nor for providing advice in
relation to the Offer.

This announcement is not intended to and does not constitute an offer or an
invitation to purchase any securities.

The Offer is not being made, directly or indirectly, and this document should
not be sent, in or into or from persons in any Restricted Jurisdiction by use of
the mail or by any means or instrumentality of interstate or foreign commerce,
or any facilities of a national securities exchange (including, without
limitation, post, facsimile transmission, telex and telephone) and doing so may
render invalid any purported acceptance. Any person (including, without
limitation, custodians, nominees and trustees) who may have contractual or legal
obligations, or may otherwise intend, to forward this document should read the
relevant provisions of this document before taking any action. The availability
of the Offer to persons outside the United Kingdom might be affected by the laws
of other jurisdictions. Such persons should inform themselves about and observe
any applicable requirements of those jurisdictions.

The New Venture Shares, the Deferred Consideration Notes and the Deferred New
Venture Shares have not been and will not be registered under the US Securities
Act nor any jurisdiction of the United States (or under the securities laws of
any other jurisdiction which Venture is advised to treat as a Restricted
Jurisdiction); the relevant clearances have not been, nor will they be, obtained
from the Securities Commission of any province or territory of Canada, nor has
any prospectus in relation to the New Venture Shares, the Deferred Consideration
Notes nor the Deferred New Venture Shares been lodged with, or registered by,
the Australian Securities and Investments Commission nor any Securities
Authority in Japan. Accordingly, unless any exemption under such Act or relevant
securities law is available, neither the New Venture Shares, the Deferred
Consideration Notes nor the Deferred New Venture Shares may be offered, sold,
re-sold or delivered, directly or indirectly, into or from the United States,
Canada or any Restricted Jurisdiction.

Should Venture issue any New Venture Shares, Deferred Consideration Notes or
Deferred New Venture Shares to a US Person pursuant to the Scheme, such
securities will be issued in reliance upon the exemption from the registration
requirements of the US Securities Act provided by Section 3(a)(9) and 3(a)(10),
as appropriate, thereof and, as a consequence, will not be registered thereunder
or under the securities laws of any state or other jurisdiction of the United
States. For the purposes of qualifying for the exemption from the registration
requirements of the US Securities Act (as described above) Venture and WHAM will
advise the Court that its sanctioning of the Scheme will be relied upon by
Venture and WHAM as an approval of the Scheme following a hearing on its
fairness to WHAM Shareholders at which hearing all such holders are entitled to
attend in person or through counsel to support or oppose the sanctioning of the
Scheme and, with respect to which, notification has been given to all such
holders. Venture will not be required to register the New Venture Shares, the
Deferred Consideration Notes nor the Deferred New Venture Shares under the
Securities and Exchange Act of 1934, and thus will not, following the completion
of the Scheme, file any reports with the US Securities and Exchange Commission.

Venture reserves the right to implement the Offer by way of a Conventional
Offer, in which case additional documents will be despatched to WHAM
Shareholders. Further details are set out in the Scheme Document.

Words and expressions defined in the Scheme Document shall, unless the context
provides otherwise, have the same meanings in this announcement.



APPENDIX

Expected timetable of principal events

Latest time for lodging Form of Election               3.00 p.m. on 5 November 2007
Hearing Record Time                                    6.00 p.m. on 8 November 2007*                             
Court hearing of petition to sanction the Scheme                    9 November 2007*
Commencement of temporary suspension of WHAM Shares    4.30 p.m. on 9 November 2007*                          
Scheme Record Time                                     4.30 p.m. on 9 November 2007*
Scheme Effective Date                                              12 November 2007*
Cancellation of admission to trading of WHAM Shares   8.00 a.m. on 12 November 2007*    
Admission of New Venture Shares                                    15 November 2007*
CREST stock accounts credited with New Venture                     15 November 2007*
Shares in uncertificated form
Latest date for despatch of certificated New Venture               26 November 2007*
Shares, Deferred Consideration Notes and cash 
entitlement

* These dates are indicative only and will depend, among other things, on the
date upon which the Court sanctions the Scheme and whether the Conditions are
satisfied or (if capable of waiver) waived on or prior to such date.

All references to times are to times in London (unless otherwise stated).


Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of
"relevant securities" of Venture or WHAM, all "dealings" in any "relevant
securities" of that company (including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") must be publicly
disclosed by no later than 3.30 p.m. (London time) on the London business day
following the date of the relevant transaction. This requirement will continue
until the Scheme Effective Date or when the "offer period" for the purposes of
the City Code otherwise ends. If two or more persons act together pursuant to an
agreement or understanding, whether formal or informal, to acquire an "interest"
in "relevant securities" of Venture or WHAM, they will be deemed to be a single
person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of Venture by WHAM, or of WHAM by Venture or by any of their
respective "associates", must be disclosed by no later than 12.00 noon (London
time) on the London business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.

"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8, you should consult the Panel.







                      This information is provided by RNS
            The company news service from the London Stock Exchange

END
REGPUGUAUUPMGCP

Wham Energy (LSE:WAM)
Historical Stock Chart
From May 2024 to Jun 2024

Wham Energy (LSE:WAM)
Historical Stock Chart
From Jun 2023 to Jun 2024