Last checked at 14 Nov 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
14 November 2019
ELAND OIL & GAS PLC ("ELAND")
STATEMENT IN RELATION TO ELCREST
Eland notes an announcement stated to be issued on behalf of Starcrest Nigeria Energy Limited ("Starcrest") in relation to Eland's joint venture company Elcrest Exploration and Production Nigeria Limited ("Elcrest") and the offer for Eland by Seplat Petroleum Development Company Plc ("Seplat").
As set out in the Scheme Document issued on 28 October 2019 (the "Scheme Document"), Eland owns 45 per cent. of the shares of Elcrest and Elcrest is consolidated into the audited final results and unaudited interim results of the Eland Group because it is controlled by Eland. The basis for this is set out in the Scheme Document and Eland's 2018 Annual Report.
Eland is satisfied that the description of Elcrest and its 45 per cent. equity stake in OML 40 set out in the Scheme Document is in accordance with the facts and does not omit anything likely to affect the import of such information.
Eland and Seplat continue to expect that the Scheme will become effective on 17 December 2019.
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 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 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.
Defined terms used but not defined in this announcement have the meaning given to them in the Scheme Document.