12 Dec 2019 07:00
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 OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
12 DECEMBER 2019
RECOMMENDED CASH ACQUISITION
of
AMERISUR RESOURCES PLC ("AMERISUR")
by
GEOPARK COLOMBIA S.A.S. ("GEOPARK COLOMBIA")
(a wholly owned subsidiary of GeoPark Limited "GeoPark")
SATISFACTION OF REGULATORY CONDITIONS
On 15 November 2019, the boards of Amerisur and GeoPark announced that they had reached agreement on the terms of a recommended cash acquisition pursuant to which GeoPark Colombia, a wholly owned subsidiary of GeoPark, will acquire the entire issued and to be issued ordinary share capital of Amerisur (the "Transaction"). The Transaction is to be implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006 which requires the approval of the Scheme Shareholders and the sanction of the Court. The scheme document in relation to the Transaction was published and sent to Amerisur Shareholders on 28 November 2019 (the "Scheme Document").
The boards of Amerisur and GeoPark are pleased to announce that the ANH has approved the change of control for the PUT 12 and PUT 14 Contracts that will result from the Transaction and that Condition 2(b) to the Scheme has therefore been satisfied. In addition, the boards of Amerisur and GeoPark are pleased to announce that all necessary merger control filings have been made with the SIC and that Condition 2(a) to the Scheme has also been satisfied accordingly.
The Scheme remains conditional upon the approval of Amerisur shareholders at the Court Meeting and Amerisur General Meeting scheduled to take place at 11.00 a.m. and 11.15 a.m. on 19 December 2019 at the offices of Ashurst LLP, London Fruit & Wool Exchange, 1 Duval Square, London E1 6PW, the sanction of the Scheme by the High Court and the satisfaction or (where applicable) waiver of all other applicable conditions. The Scheme is expected to become effective in January 2020.
Defined terms used but not defined in this announcement have the meaning given to them in the Scheme Document.
Enquiries:
Amerisur Nathan Piper, Head of Business Development and Comms
| Tel: +44 (0)330 333 8273 |
BMO Capital Markets (Lead Financial Adviser and Rule 3 Adviser to Amerisur) Jeremy Low Tom Hughes Gary Mattan Neil Elliot
| Tel: +44 (0)207 236 1010 |
Stifel (Nomad, Joint Broker and Joint Financial Adviser to Amerisur) Callum Stewart Jason Grossman Ashton Clanfield
| Tel: +44 (0)207 710 7600 |
Investec (Joint Broker to Amerisur) Chris Sim Tejas Padalkar
| Tel: +44 (0)207 597 4000 |
Arden Partners plc (Joint Broker to Amerisur) Paul Shackleton Dan Gee-Summons
| Tel: +44 (0)207 614 5900 |
Camarco (PR Adviser to Amerisur) Billy Clegg Kimberley Taylor
| Tel: +44 (0)203 757 4983 |
GeoPark Andrés Ocampo, Chief Financial Officer Stacy Steimel, Shareholder Value Director
| Tel: +54 11 4312 9400 Tel: +562 2242 9600
|
Rothschild & Co (Financial Adviser to GeoPark) Roger Ader James McEwen
| Tel: +44 (0)20 7280 5000 |
Important notices
BMO Capital Markets Limited ("BMO"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Amerisur and no one else in connection with the above and will not be responsible to anyone other than Amerisur for providing the protections offered to clients of BMO Capital Markets Limited nor for providing advice in relation to the subject matter of this announcement or any other matters referred to in this announcement.
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Amerisur and no one else in connection with the above and will not be responsible to anyone other than Amerisur for providing the protections offered to clients of Stifel nor for providing advice in relation to the subject matter of this announcement or any other matters referred to in this announcement.
Arden Partners plc ("Arden"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Amerisur and no one else in connection with the above and will not be responsible to anyone other than Amerisur for providing the protections offered to clients of Arden nor for providing advice in relation to the subject matter of this announcement or any other matters referred to in this announcement.
Investec Bank plc ("Investec"), which is authorised by the Prudential Regulatory Authority and is regulated in the United Kingdom by the FCA and the Prudential Regulatory Authority, is acting exclusively for Amerisur and no one else in connection with the above and will not be responsible to anyone other than Amerisur for providing the protections offered to clients of Investec nor for providing advice in relation to the subject matter of this announcement or any other matters referred to in this announcement.
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for GeoPark and no one else in connection with the above and will not be responsible to anyone other than GeoPark for providing the protections offered to clients of Rothschild & Co nor for providing advice in relation to the subject matter of this announcement or any other matters referred to in this announcement.
Ashurst LLP and Rosenblatt Group Plc are retained as legal advisers to Amerisur. Norton Rose Fulbright LLP is retained as legal adviser to GeoPark.