RNS7 Aug 2013 13:19
7 August 2013
Fortune Oil PLC
("Fortune Oil" or the "Company")
Proposed Acquisition and Loan Settlement
Proposal to seek a waiver of an obligation to make a general offer under
Rule 9 of the Takeover Code
and
Proposed Special Interim Dividend
Summary
The Company is pleased to announce that it will be putting inter-conditional proposals to shareholders in General Meeting as follows:
· The acquisition of Wilmar International Limited's interest in the consideration receivable as a result of the conditional disposal of Fortune Gas Investment Holdings Limited. The total consideration is US$60m payable to Fortune Dynasty Holdings Limited, a member of the Concert Party (described below), in Ordinary Shares in Fortune Oil (the "Proposed Acquisition")
· Subject to the waiver from the Takeover Panel described immediately below, amendment of a loan received from Fortune Dynasty Holdings Limited amounting to US$12m, such that it will be repayable in shares in Fortune Oil (the "Loan Settlement")
· Waiver to be sought from the Takeover Panel, and of shareholders, of the requirements of Rule 9 of the Takeover Code for a general offer to be made for the Company by parties (the "Concert Party") who, by receiving Ordinary Shares through the Loan Settlement and the Proposed Acquisition, would own more than 56.9% of the Company's issued share capital
· Proposed special interim dividend of 2.36 pence per Ordinary Share (the "Special Dividend")
The Company intends, subject to approval by the Panel, to send a circular to shareholders (the "Circular") providing information about the Proposed Acquisition, the Loan Settlement, the Special Dividend and members of the Concert Party, convening a general meeting of the Company at which the Rule 9 Waiver resolution and the payment of the Special Dividend will be put to a vote of the shareholders of the Company. The date of the general meeting of the Company has not yet been set but it will be held as soon as practicable.
Tee Kiam Poon, Chief Executive of the Company, commented:
"The proposals set out in this announcement, as explained more fully in the section entitled 'Reasons for the proposals', are designed to ensure that the Company receives maximum value for the sale of Fortune Gas Investment Holdings Limited, whose growth will be to the benefit of all shareholders. It is very important that appropriate investment is made in this asset while we await completion of its sale and these proposals, once implemented, will achieve that. It is expected that these proposals will ultimately provide additional sources of demand for, and improve the marketability of, the Ordinary Shares of Fortune Oil. We are also very pleased to announce that shareholders will receive a special dividend, which recognises th