DES.L Regulatory News (DES)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

15 November 2013

Falkland Oil and Gas Limited ("FOGL")

Combination Update - Results of FOGL Extraordinary General Meeting ("EGM")

FOGL, the oil and gas exploration company focused on its extensive licence areas to the South and East of the Falkland Islands is pleased to announce that the resolution to increase FOGL's authorised share capital which was proposed at the FOGL EGM held earlier today in connection with the recommended Combination with Desire Petroleum plc ("Desire") was approved.

The resolution was put to the meeting, the full text of which is set out in the circular to FOGL shareholders dated 23 October 2013 (the "FOGL Circular"), and was duly passed.

The voting on the resolution proposed was passed on a show of hands. The proxy votes received were as follows:

* The discretionary votes are not included in the number of votes for, against or withheld 

Completion of the Combination remains subject to the satisfaction or (if capable of waiver) waiver of the remaining Conditions, including the sanction of the Scheme and confirmation of the associated capital reduction of Desire by the High Court of Justice of England and Wales and the receipt of any required approvals from the Falkland Islands Government.

The date of the Court hearing to sanction the Scheme and confirm the reduction of capital is expected to be 5 December 2013. 

Terms and expressions used in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the FOGL Circular.

For further information, please contact:

The Combination will be made on the terms and subject to the conditions and further terms set out in the Scheme Document.

RBC Europe Limited, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority is acting exclusively for FOGL and no one else in connection with the Combination and this announcement and will not be responsible to anyone other than FOGL for providing the protections afforded to clients of RBC Europe Limited, or for providing advice in connection with the Combination or any matter referred to herein.

Jefferies International Limited, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively for FOGL and no one else in connection with the Combination and this announcement and will not be responsible to anyone other than FOGL for providing the protections afforded to clients of Jefferies nor for providing advice in connection with the Combination or any matter referred to herein.

Peel Hunt LLP, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively for Desire and no one else in connection with the Combination and this announcement and will not be responsible to anyone other than Desire for providing the protections afforded to clients of Peel Hunt LLP nor for providing advice in connection with the Combination or any matter referred to herein.

FOGL reserves the right to elect, with the consent of the Panel (where necessary), to implement the Combination by way of a Takeover Offer. In such event, the Takeover Offer will be implemented on substantially the same terms, subject to appropriate amendments, as those which would apply to the Combination.

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 securities, pursuant to the Combination or otherwise. The Combination will be made solely by means of the Scheme Document, which contains the full terms and conditions of the Combination, including details of how to vote in favour of the Scheme. Desire and FOGL urge Desire Shareholders to read the Scheme Document which is being distributed to Scheme Shareholders (with the exception of certain Scheme Shareholders in Restricted Jurisdictions), as it contains important information relating to the Combination.

This announcement does not constitute a prospectus or prospectus equivalent document.

This announcement has been prepared for the purpose of complying with English law and the Code 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.

Overseas shareholders

The release, publication or distribution of this announcement, the FOGL Circular or the Scheme Document in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

Unless otherwise determined by FOGL or required by the Code and permitted by applicable law and regulation, the Combination will not be made, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and the Combination will not be capable of acceptance from or within a Restricted Jurisdiction. Accordingly, copies of this announcement and all documentation relating to the Combination 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 Combination (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Combination.

The availability of the Combination to Desire Shareholders who are not resident in the United Kingdom 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.

Further details in relation to overseas Desire Shareholders are contained in the Scheme Document.

Disclosure requirements of the Takeover Code (the "Code")

Under Rule 8.3(a) of the Code, any person who is interested in 1 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) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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 1 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. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (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.

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).

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 Takeover 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. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on website

A copy of this announcement will be made available, free of charge subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at www.fogl.com and www.desireplc.co.uk by no later than 12 noon (London time) on the business day following the date of this announcement.

You may request a hard copy of this announcement, free of charge, by contacting Capita Registrars on +44 (0) 871 664 0300.