16 Jan 2020 13:54
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 SUCH JURISDICTION
FOR IMMEDIATE RELEASE
16 January 2020
RECOMMENDED CASH ACQUISITION
of
AMERISUR RESOURCES PLC ("AMERISUR")
by
GEOPARK COLOMBIA S.A.S. ("GEOPARK COLOMBIA")
(a wholly owned subsidiary of GeoPark Limited ("GeoPark"))
SCHEME OF ARRANGEMENT BECOMES EFFECTIVE
Further to the announcement by Amerisur and GeoPark on 14 January 2020, the boards of Amerisur and GeoPark are pleased to announce that, following the delivery of the Court Order to the Registrar of Companies, the scheme of arrangement under Part 26 of the Companies Act (the "Scheme") by which the recommended cash acquisition of Amerisur by GeoPark Colombia is being implemented has now become Effective in accordance with its terms as set out in the scheme document published by Amerisur on 28 November 2019 (the "Scheme Document"). All Amerisur Shares in issue at 6.00 p.m. on 15 January 2020 are subject to the Scheme.
Suspension and cancellation of trading of Amerisur Shares
Dealings in Amerisur Shares on AIM were suspended with effect from 7.30 a.m. today, 16 January 2020, and the admission to trading of Amerisur Shares on AIM will be cancelled with effect from 7.00 a.m. tomorrow, 17 January 2020.
Consideration due to Scheme Shareholders
The consideration of 19.21 pence per Amerisur Share payable to Scheme Shareholders on the register of members of Amerisur at 6.00 p.m. on 15 January 2020 will be paid by GeoPark Colombia no later than 14 days after today's date. Settlement of the consideration to which any Scheme Shareholder is entitled will be effected (i) by way of the despatch of cheques, or (ii) the crediting of CREST accounts (for Scheme Shareholders holding Amerisur Shares in certificated form and in uncertificated form respectively).
Changes to the Board of Directors
Further to the disclosure in the Scheme Document, as the Scheme has now become Effective, Giles Clarke (Chairman), John Wardle (Chief Executive Officer), Nick Harrison (Chief Financial Officer), Alex Snow (Senior Independent Director), Chris Jenkins (Independent Non-Executive Director) and Elodie Grant Goodey (Independent Non-Executive Director) have each resigned from the Amerisur Board, with effect from today, 16 January 2020.
James Franklin Park, Pedro Enrique Aylwin Chiorrini and Andres Ocampo have each been appointed to the Amerisur Board, with effect from today, 16 January 2020.
General
Defined terms used but not defined in this announcement have the meaning given to them in the Scheme Document, a copy of which is available on Amerisur's website at https://www.amerisurresources.com/investor-centre.
All references in this announcement to times are to times in London (unless otherwise stated).
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 Ollie Head | Tel: +44 (0)203 757 4983 |
GeoPark and GeoPark Colombia 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 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 Regulation Authority and is regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Amerisur and no one else in connection with the Transaction and any other arrangements referred to in this announcement. Investec will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the Transaction and the other arrangements referred to in this announcement 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 Transaction 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.
Apart from the responsibilities and liabilities, if any, which may be imposed on BMO, Stifel, Arden, Investec and Rothschild & Co by the FSMA or the regulatory regime established thereunder, each of BMO, Stifel, Arden, Investec and Rothschild & Co does not make any representation express or implied in relation to, nor accepts any responsibility whatsoever for, the contents of this announcement, or any other statement made or purported to be made by it or on its behalf in connection with Amerisur, the Transaction or the other arrangements referred to in this announcement. Each of BMO, Stifel, Arden, Investec and Rothschild & Co (and their respective subsidiaries, branches and 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, contract or otherwise which it might have in respect of the contents of this announcement or any other statement made or purported to be made by it or on its behalf in connection with Amerisur or the Transaction or the other arrangements referred to in this announcement. Ashurst LLP and Rosenblatt Limited are retained as legal advisers to Amerisur. Norton Rose Fulbright LLP is retained as legal adviser to GeoPark and GeoPark Colombia.
Publication on a website
A copy of this announcement, any document incorporated by reference herein and, in the case of Amerisur only, the documents required to be published by Rule 26 of the Takeover Code and pursuant to Rule 26 of the AIM Rules for Companies will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on GeoPark's website at https://www.geo-park.com/en/index/ and Amerisur's website at www.amerisurresources.com/investor-centre by no later than 12 noon (London time) on the Business Day following the date of this announcement. For the avoidance of doubt, the content those websites are not incorporated into and do not form part of this document.
Request for Hard Copy
Amerisur Shareholders may request a hard copy of this announcement by contacting Link Asset Services on 0371 664 0321 or by submitting a request in writing to The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU or to shareholderenquiries@linkgroup.co.uk. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. - 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Link Asset Services cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. You may also request that all future documents, announcements and information to be sent to you in relation to the Transaction should be sent in hard copy form.
Important Information
If you are in any doubt about the Transaction or the contents of this announcement or what action you should take, you are recommended to seek your own personal financial, tax and legal advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent adviser in the relevant jurisdiction.