Last checked at 28 Oct 2019 07:00
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
28 October 2019
RECOMMENDED CASH ACQUISITION
of
ELAND OIL & GAS PLC ("ELAND")
by
SEPLAT PETROLEUM DEVELOPMENT COMPANY PLC ("SEPLAT")
PUBLICATION OF THE SCHEME DOCUMENT
On 15 October 2019, the boards of Eland and Seplat announced that they had reached agreement on the terms of a recommended cash acquisition by Seplat of the entire issued and to be issued ordinary share capital of Eland. The Acquisition is to be implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006 which requires the approval of the Scheme Shareholders and the sanction of the Court.
Publication and posting of the Scheme Document
Eland and Seplat are pleased to announce that the Scheme Document containing, amongst other things, the full terms and conditions of the Acquisition (the "Scheme Document"), together with the related Forms of Proxy, is being published and sent to Eland Shareholders today and for information only to participants in the Eland Share Plans.
Action required
As described in the Scheme Document, the implementation of the Scheme is subject to the Conditions. To become effective, the Scheme requires, amongst other things, approval by a majority in number, representing not less than 75 per cent. in value, of the Scheme Shareholders present and voting, either in person or by proxy, at the Court Meeting, or any adjournment of that meeting, the passing of a Special Resolution at the General Meeting, and the Scheme must also be sanctioned by the Court.
The Court Meeting is scheduled to be held at 10.00 a.m. on 20 November 2019 and the General Meeting is scheduled to be held at 10.15 a.m. (or as soon thereafter as the Court Meeting shall have been concluded or adjourned) on 20 November 2019, in each case at the offices of Mayer Brown International LLP, 201 Bishopsgate, London, EC2M 3AF.
It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of Scheme Shareholder opinion. You are therefore strongly urged to complete, sign and return your Forms of Proxy for both the Court Meeting and the General Meeting as soon as possible.
Holders of Eland Shares should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.
Shareholder helpline
If Eland Shareholders have any questions about the Scheme Document, the Court Meeting or the General Meeting, or are in doubt about the procedure for completing and returning of the Forms of Proxy, please call Computershare Investor Services PLC between 9.00 a.m. and 5.30 p.m. Monday to Friday (excluding UK public holidays) on 0370 707 1525 from within the UK or +44 (0)370 707 1525 if calling from outside the UK. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Acquisition nor give any financial, legal or tax advice.
Timetable
The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also set out below. Subject to approval at the relevant Meetings, receipt of the Court sanction and the satisfaction or waiver of the other Conditions set out in the Scheme Document, the Scheme is expected to become Effective in December 2019. The condition requiring a joint notification having been made by Seplat and Eland to the Nigerian Department of Petroleum Resources, notifying the Nigerian Minister of Petroleum Resources of the Acquisition and the acquisition of interests by Seplat in Eland, was deemed satisfied on 23 October 2019.
The dates and times given are indicative only and are based on Eland's and Seplat's current expectations and may be subject to change (including as a result of changes to Court times and the regulatory timetable). If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Eland Shareholder by announcement through a Regulatory Information Service.
Event | Expected time and/or date | |
Publication of the Scheme Document………………………… | 28 October 2019 | |
Latest time for lodging BLUE Form of Proxy for the Court Meeting…………………………………………………….…….. | 10.00 a.m. on 18 November 2019 (1) | |
Latest time for lodging PINK Form of Proxy for the General Meeting…………………………………………………….…….. | 10.15 a.m. on 18 November 2019 (2) | |
Voting Record Time for the Court Meeting and General meeting …………………………………………………….….… | 6.00 p.m. on 18 November 2019 (3) | |
Court Meeting ………………………………………..…….….. | 10.00 a.m. on 20 November 2019 | |
General Meeting ……………………………………….......….. | 10.15 a.m. on 20 November 2019 (4) | |
The following dates are subject to change; please see note (5) below | ||
Scheme Hearing (to sanction the Scheme) …………..……... | 12 December 2019 | |
Issue of Scheme Shares pursuant to exercise of options effective vesting on sanction of the Scheme…………..…….. | 13 December 2019 | |
Last day of dealings in, and for registration of, transfers of Eland Shares…………………………………………..…...…… | 16 December 2019 | |
Suspension of trading of, and dealings in, Eland Shares on AIM ……………………………………………………..…...…… | close of business on 16 December 2019 | |
Scheme Record Time………………………………...……..…. | 6.00 p.m. on 16 December 2019 | |
Effective Date of the Scheme……………………………..… | 17 December 2019 | |
Cancellation of admission to trading of Eland Shares on AIM………………….……………………………………..…..… | 7.00 a.m. on 18 December 2019 | |
Latest date for settlement through CREST………………….. | 14 days after the Effective Date | |
Long Stop Date…………………………….………….……….. | 15 April 2020 (6) |
Notes:
(1) It is requested that blue Forms of Proxy for the Court Meeting be lodged not later than 48 hours prior to the time appointed for the Court Meeting (excluding any day that is not a working day). Blue Forms of Proxy not so lodged may be handed to Eland's Registrars, Computershare Investor Services PLC, on behalf of the Chairman of the Court Meeting at the Court Meeting before the taking of the poll.
(2) Pink Forms of Proxy for the General Meeting must be lodged not later than 48 hours prior to the time appointed for the General Meeting (excluding any day that is not a working day). Please refer to pages 8 and 9 in the Actions to be Taken section of the Scheme Document.
(3) If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned meeting will be 6.00 p.m. on the date which is two Business Days before the date fixed for the relevant adjourned meeting. Please refer to pages 8 and 9 in the Actions to be Taken section of the Scheme Document.
(4) To commence at 10.15 a.m. or as soon thereafter as the Court Meeting has been concluded or adjourned.
(5) These dates are indicative only and will depend, among other things, on the date upon which; (i) the Conditions are satisfied or, if capable of waiver, waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order is delivered to the Registrar of Companies.
(6) This is the latest date by which the Scheme may become effective unless Eland and Seplat agree, with the consent of the Takeover Panel and (if required) the Court, a later date.
Unless otherwise stated, all references in this announcement to times are to London time.
The Court Meeting and the General Meeting will both be held at the offices of Mayer Brown International LLP, 201 Bishopsgate, London, EC2M 3AF, on 20 November 2019.
Defined terms used but not defined in this announcement have the meaning given to them in the Scheme Document.
Enquiries:
Eland | +44 (0) 20 7016 3180 |
George Maxwell, Chief Executive Officer | |
Ron Bain, Chief Financial Officer | |
Finlay Thomson, Investor Relations Manager | |
Evercore (Sole Financial Adviser to Eland) | +44 (0) 20 7653 6000 |
David Waring Edward Banks Gent Kadare | |
Peel Hunt (Nominated Adviser and Joint Broker to Eland) | +44 (0) 20 7418 8900 |
Richard Crichton Michael Nicholson David McKeown | |
Stifel (Joint Broker to Eland) | +44 (0) 20 7710 7600 |
Callum Stewart Nicholas Rhodes Ashton Clanfield
| |
Camarco (PR Adviser to Eland) | +44 (0) 20 3757 4980 |
Billy Clegg |
Seplat | +234 (0) 1 277 0400 |
Austin Avuru, Chief Executive Officer | |
Roger Brown, Chief Financial Officer | |
Chioma Nwachuku, GM - External Affairs and Communications | |
Ayeesha Aliyu, Investor Relations | |
Citi(Sole Financial Adviser and Joint Corporate Broker to Seplat) | +44 (0) 20 7986 4000 |
Luke Spells | |
Shreyas Bordia | |
Tom Reid (Corporate Broking) | |
Investec (Joint Corporate Broker to Seplat) | +44 (0) 20 7597 4000 |
Chris Sim | |
Tejas Padalkar | |
Lawrence Killian | |
FTI Consulting (PR Adviser to Seplat) | +44 (0) 20 3727 1000 |
Ben Brewerton | |
Sara Powell |
IMPORTANT NOTICES
Citigroup Global Markets Limited ("Citi"), which is authorised by the Prudential Regulation Authority and regulated in the UK by the Financial Conduct Authority and the Prudential Regulation Authority, is acting as sole financial adviser for Seplat and for no one else in connection with the Acquisition and other matters described in this announcement, and will not be responsible to anyone other than Seplat for providing the protections afforded to clients of Citi nor for providing advice in connection with Acquisition, the contents of this announcement or any other matters referred to in this announcement. Neither Citi nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Citi in connection with this announcement, any statement contained herein, the Acquisition or otherwise.
Investec Bank plc ("Investec") which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting as joint corporate broker to Seplat and for no one else in connection with the Acquisition and will not be responsible to anyone other than Seplat for providing the protections afforded to its clients or for providing advice in relation to the Acquisition, the contents 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 Investec by the Financial Services and Markets Act 2000 (as amended) or the regulatory regime established thereunder, Investec does not make any representation express or implied in relation to, nor accepts any responsibility whatsoever for, the Acquisition, the contents of this announcement or any other matters referred to in this announcement. Investec (and its 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, delict, contract or otherwise which it might have in respect of the Acquisition, the contents of this announcement or any other matters referred to in this announcement.
Evercore Partners International LLP ("Evercore"), which is authorised and regulated by the FCA, is acting exclusively for Eland and no one else in connection with the Acquisition, the other matters referred to in this announcement and the Scheme Document, and will not be responsible to anyone other than Eland for providing the protections afforded to clients of Evercore, nor for providing advice in connection with the Acquisition or any matter or arrangement referred to herein. Neither Evercore nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Evercore in connection with the Acquisition or any statement contained herein or otherwise.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Eland and no-one else in connection with the Acquisition and/or any other matter referred to in this announcement and/or the Scheme Document, and will not be responsible to anyone other than Eland for providing the protections afforded to clients of Peel Hunt or for providing advice in connection with the Acquisition or any matter or arrangement referred to herein.
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Eland and no one else in connection with the Acquisition, the other matters referred to in this announcement and the Scheme Document, and will not be responsible to anyone other than Eland for providing the protections afforded to clients of Stifel or for providing advice in connection with the Acquisition or any matter or arrangement referred to herein.
Publication on a website
A copy of this announcement and the Scheme Document will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Eland's and Seplat's websites at www.elandoilandgas.com and www.seplatpetroleum.com, respectively, by no later than 12.00 p.m. on the Business Day following the date of this announcement. Neither the contents of Eland's website, nor those of Seplat's website, nor those of any other website accessible from hyperlinks on either Eland's or Seplat's website, are incorporated into or form part of this announcement.
Request for hard copies
Eland Shareholders may request a hard copy of this announcement and the Scheme Document by contacting Computershare Investor Services PLC on +44 (0)370 707 1525. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.
Important Information
If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial advisor duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are a resident in the United Kingdom or, if not, from another appropriately authorised independent financial advisor.