Rift Helium Regulatory News (RIFT)

10 Aug 2009 14:26



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

Completion of the Acquisition of Rift Oil plc ("Rift", or "the Company")

by Talisman Energy Holdings Limited ("Talisman")

10 August 2009

The scheme of arrangement under Part 26 of the Companies Act 2006 to implement the acquisition by Talisman of the entire issued and to be issued share capital of Rift has now become Effective in accordance with its terms and the Acquisition has been completed.

On 6 August The High Court of Justice in England and Wales (the "Court") made an order (the "Scheme Court Order") sanctioning the Scheme. The Court has today granted an order to confirm the cancellation of the Scheme Shares (the "Reduction Court Order"). The Scheme Court Order and the Reduction Court Order have been delivered to the Registrar of Companies in England and Wales for registration today.

Trading in Rift ordinary shares on AIM was suspended at 7.00am on 10 August 2009 and will be cancelled with effect from 7.00am on 12 August 2009.

The latest date for the despatch of cheques in respect of the cash consideration payable is Monday 24 August 2009.

Expected Timetable of Principal Events

Any capitalised term used but not defined in this announcement is as defined in the Scheme Document.

For further information contact:

Copies of this announcement are not being, and must not be, directly or indirectly mailed or otherwise forwarded, distributed or sent in or into any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or otherwise send it in, or into or from any such jurisdiction. Further details in relation to overseas shareholders will be contained in the Scheme Document.

RBC Capital Markets, which is a trading name of Royal Bank of Canada Europe Limited which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Rift and no one else in connection with the Proposal and will not be responsible to anyone other than Rift for providing the protections afforded to clients of RBC Capital Markets or for providing advice in relation to the Proposal or any other matters referred to in this announcement.

Dealing disclosure requirements

Under the provisions of Rule 8.3 of the UK Takeover Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of Rift, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (GMT) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Rift, they will be deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the UK Takeover Code, all "dealings" in "relevant securities" of Rift by Talisman or Rift, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (GMT) on the London business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.

"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the UK Takeover Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.

A copy of this announcement will be made available on Rift's website: www.riftoil.com