24 Aug 2012 17:35
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 or regulations of such jurisdiction
24 August 2012
Recommended merger of Melrose Resources plc and Petroceltic International plc
Posting of Scheme Circular and Admission Document
Documentation
On 17 August 2012, the Boards of Melrose Resources plc ("Melrose") and Petroceltic International plc ("Petroceltic") announced that they had reached agreement on the terms of a recommended merger of Melrose with Petroceltic (the "Merger"). The Merger is being implemented by way of a Court sanctioned Scheme of Arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
Melrose announces that the scheme circular relating to the Merger, containing, among other things, the full terms of, and conditions to, the Scheme and an explanatory statement, together with the actions to be taken by Melrose Shareholders (the "Scheme Circular"), is today being posted to Melrose Shareholders, together with the Forms of Proxy for the Court Meeting and the General Meeting.
The Scheme Circular will be accompanied by the Admission Document published by Petroceltic on 17 August 2012 in connection with the Merger and which contains information about the proposed admission of the Enlarged Company Shares to trading on AIM and ESM and the reasons for, and details of, the Merger.
Petroceltic also announces that it is today posting the Admission Document to its shareholders. The Admission Document contains notice of an extraordinary general meeting of Petroceltic's Shareholders to approve the Merger.
Shareholder Meetings
As set out in the Admission Document, the extraordinary general meeting of Petroceltic will take place at 12.30pm on 20 September 2012 to allow Petroceltic Shareholders to vote on the proposed resolutions required to, inter alia, approve and implement the Merger.
In addition, as set out in the Scheme Circular, the Court Meeting and the General Meeting of Melrose for the purposes of approving the scheme of arrangement and the Merger are scheduled to take place at 3.00 p.m. and 3.20 p.m. respectively on 20 September 2012.
Timetable
Subject to the approval of the Melrose Shareholders and the Petroceltic Shareholders, the sanction of the Court and the satisfaction or waiver of the other Conditions, it is expected that the Merger will become effective on 10 October 2012. The expected timetable of principal events for the implementation of the Merger is set out in the Scheme Circular and in the Admission Document.
Other
Unless otherwise defined, all capitalised terms in this announcement shall have the meaning given to them in the Scheme Circular and Admission Document respectively.
A copy of this announcement, the Scheme Circular and the Admission Document will be available free of charge (subject to certain restrictions with respect to persons resident in Restricted Jurisdictions) on Petroceltic's website and Melrose's website at www.petroceltic.ie and www.melroseresources.com respectively. The Scheme Circular will also be submitted to the National Storage Mechanism and will thereafter by available for inspection at http://www.hemscott.com/nsm.do.
Enquiries:
Petroceltic International plc +353 (1) 421 8300
Brian O'Cathain
Tom Hickey
Peter Dunne
BofA Merrill Lynch (financial adviser to Petroceltic) +44 (0) 20 7628 1000
Ashwin Punde
Anya Weaving
Paul Frankfurt
Davy (Nominated adviser and ESM adviser to Petroceltic)
John Frain +353 (1) 679 6363
Paul Burke +353 (1) 679 7788
Pelham Bell Pottinger +44 (0)20 7861 3232
James Henderson
Rollo Crichton-Stuart
Murray Consultants +353 (1) 498 0300
Joe Murray
Joe Heron
Melrose Resources plc +44 (0)131 221 3360
David Thomas
Diane Fraser
Alasdair Robinson
Lambert Energy Advisory
(financial and Rule 3 adviser to Melrose) +44 (0) 20 7491 4473
Philip Lambert
Onursal Soyer
Rod Batchelor
N+1 Brewin (financial adviser to Melrose)
Jamie Cumming +44 (0)141 314 0277
Nick Tulloch +44 (0)131 529 0356
Derrick Lee +44 (0)131 529 0277
HSBC (financial adviser to Melrose) +44 (0)20 7991 8888
Charles Packshaw
Abbas Merali
Further information
This announcement is not intended to and does not constitute, or form part of, any offer to sell or subscribe for or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Merger or otherwise, nor shall there be any sale, issuance or transfer of securities of Melrose and/or Petroceltic in any jurisdiction in contravention of applicable law. This announcement does not constitute a prospectus or a prospectus equivalent document.
Any vote in respect of the Merger should only be made on the basis of the information contained in the Scheme Circular, which will contain the full terms and conditions of the Merger (including details of how to vote), and the Admission Document. Melrose Shareholders and Petroceltic Shareholders are advised to read the formal documentation in relation to the Merger carefully once it has been dispatched.
Please be aware that addresses, electronic addresses and certain other information provided by Melrose Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from Melrose may be provided to Petroceltic during the Offer Period as required under Section 4 of Appendix 4 of the Code.
Merrill Lynch International, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Petroceltic and no one else in connection with the Merger and this document and will not be responsible to anyone other than Petroceltic for providing the protections afforded to clients of Merrill Lynch International or for providing advice in relation to the Merger or this document or any matter referred to herein.
Davy, which is authorised and regulated in Ireland by the Central Bank, is acting as nominated adviser and ESM adviser and broker to Petroceltic under the AIM Rules and the ESM Rules respectively and no one else in connection with the Merger and this document and will not be responsible to anyone other than Petroceltic for providing the protections afforded to clients of Davy nor for providing advice in relation to the Merger or this document or any matter referred to herein.
Lambert Energy Advisory, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Melrose and for no one else in connection with the Merger and this document and will not be responsible to anyone other than Melrose for providing the protections afforded to clients of Lambert Energy Advisory nor for providing advice in relation to the Merger or this document or any matter referred to herein.
N+1 Brewin, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Melrose and for no one else in connection with the Merger and this document and will not be responsible to anyone other than Melrose for providing the protections afforded to clients of N+1 Brewin nor for providing advice in relation to the Merger or this document or any matter referred to herein.
HSBC, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Melrose and for no one else in connection with the Merger and this document and will not be responsible to anyone other than Melrose for providing the protections afforded to clients of HSBC nor for providing advice in relation to the Merger or this document or any matter referred to herein.
Overseas jurisdictions
The availability of the New Petroceltic Shares in, and the release, publication or distribution of this announcement in or into, jurisdictions other than the United Kingdom and Ireland may be restricted by law and therefore persons into whose possession this announcement comes who are not resident in the United Kingdom or Ireland should inform themselves about, and observe, any applicable restrictions. Melrose Shareholders and Petroceltic Shareholders who are in any doubt regarding such matters should consult an appropriate independent adviser in the relevant jurisdiction without delay. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement has been prepared for the purposes 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.
Notes to US investors
Shareholders in the United States should note that the Merger relates to the shares of an English company and is proposed to be made by means of a scheme of arrangement provided for under, and governed by, English law. Neither the proxy solicitation nor the tender offer rules under the US Securities Exchange Act of 1934, as amended, will apply to the Scheme. Moreover the Scheme will be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements of the US proxy solicitation rules and tender offer rules. Financial information included in the Scheme Circular and the Admission Document has been or will be prepared in accordance with accounting standards applicable in the UK and Ireland and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
Melrose is organised under the laws of England and Petroceltic is organised under the laws of Ireland. All of the officers and directors of Melrose and Petroceltic are residents of countries other than the United States. It may not be possible to sue Melrose and Petroceltic in a non-US court for violations of US securities laws. It may be difficult to compel Melrose, Petroceltic and their respective affiliates to subject themselves to the jurisdiction and judgment of a US court.
Notes regarding New Petroceltic Shares
The New Petroceltic Shares to be issued pursuant to the Scheme have not been and will not be registered under the US Securities Act of 1933 (as amended) or under the relevant securities laws of any state or territory or other jurisdiction of the United States or the relevant securities laws of Japan and the relevant clearances have not been, and will not be, obtained from the securities commission of any province of Canada. No prospectus in relation to the New Petroceltic Shares has been, or will be, lodged with, or registered by, the Australian Securities and Investments Commission. Accordingly, the New Petroceltic Shares are not being, and may not be, offered, sold, resold, delivered or distributed, directly or indirectly in or into the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of relevant laws of, or require registration thereof in, such jurisdiction (except pursuant to an exemption, if available, from any applicable registration requirements or otherwise in compliance with all applicable laws).
It is expected that the New Petroceltic Shares will be issued in reliance upon the exemption from the registration requirements of the US Securities Act of 1933 (as amended) provided by Section 3(a)(10) thereof.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper 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 paper 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 paper 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 paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper 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% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper 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 paper 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.