5 Dec 2013 14:36
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
5 December 2013
DESIRE PETROLEUM PLC
RECOMMENDED COMBINATION WITH FALKLAND OIL & GAS LIMITED
SANCTION OF SCHEME AND CONFIRMATION OF REDUCTION OF CAPITAL BY THE COURT
SCHEME EFFECTIVE
The Directors of Desire Petroleum plc ("Desire" or the "Company") are pleased to announce that at the Court Hearing this morning, 5 December 2013, the Court made an order sanctioning the Scheme and confirming the Capital Reduction associated with the Scheme (the "Scheme Court Order"). The Scheme Court Order has now been delivered to the Registrar of Companies and, accordingly, the Scheme to effect the recommended combination of Desire with Falkland Oil & Gas Limited ("FOGL") has become fully effective in accordance with its terms.
Suspension of trading and cancellation of admission to trading of Desire Shares
Dealings in Desire Shares have been suspended on AIM since 7.30 a.m. this morning and a request has been made by the Company to cancel the admission to trading of the Desire Shares on AIM. Cancellation of the admission to trading of the Desire Shares on AIM will take place at 7.00 a.m. tomorrow morning, 6 December 2013.
Next steps
Desire Shareholders are entitled to receive 0.6233 FOGL Consideration Shares for every Scheme Share held.
FOGL Consideration Shares have been allotted today, 5 December 2013, to holders of Scheme Shares. Admission of the FOGL Consideration Shares to trading on AIM and crediting of FOGL Depositary Interests to CREST accounts will occur by 8.00 a.m. tomorrow morning, 6 December 2013.
The latest date for despatch of share certificates in respect of FOGL Consideration Shares due under the Scheme will be 19 December 2013.
Other
Terms and expressions in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the document sent to shareholders in relation to the Scheme dated 23 October 2013.
Enquiries
Desire
Stephen Phipps, Chairman +44 (0)20 7436 0423
Ian Duncan, Chief Executive Officer
Peel Hunt LLP (Financial Adviser, Broker and NOMAD to Desire)
Richard Crichton +44 (0)20 7418 8900
Charlie Batten
FOGL
Tim Bushell, Chief Executive Officer +44 (0)20 7563 1260
RBC Europe Limited (Financial Adviser, Joint Broker and NOMAD to FOGL)
Matthew Coakes +44 (0)20 7653 4000
Jeremy Low
Mark Rushton
Jefferies International Limited (Financial Adviser and Joint Broker to FOGL)
Richard Kent +44 (0)20 7029 8000
Chris Zeal
Graham Hertrich
Media Enquiries:
Buchanan (PR Adviser to Desire)
Ben Romney +44 (0)20 7466 5000
FTI Consulting (PR Adviser to FOGL)
Ed Westropp +44 (0)207 831 3113
Natalia Erikssen
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.
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 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 matters 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.
Further information
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 has been made solely by means of the Scheme Circular, which contains the full terms and conditions of the Combination. Desire and FOGL urge Desire Shareholders to read the Scheme Circular 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 City 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 or the Scheme Circular 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 City 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 Circular.
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.
Desire Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Combination should be in hard copy form.