Last checked at 21 Dec 2012 12:06
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.
FOR IMMEDIATE RELEASE 21 December 2012
Recommended Merger
of
San Leon Energy plc ("San Leon")
and
Aurelian Oil & Gas PLC ("Aurelian")
Results of Court Meeting and General Meeting
The Board of Aurelian is pleased to announce that, at the Court Meeting held earlier today, Aurelian Shareholders voted by the requisite majority to approve the Scheme to implement the merger between Aurelian and San Leon. In addition, the special resolution proposed at the subsequent General Meeting was duly passed.
Upon the Scheme becoming effective, Scheme Shareholders will receive 1.3 New San Leon Shares for each Scheme Share held.
Court Meeting
At the Court Meeting, a poll was conducted on the resolution proposed and the results are detailed below:
Number of Scheme Shareholders who voted | Percentage of Scheme Shareholders who voted | Number of Scheme Shares voted | Percentage of Scheme Shares voted | Number of Scheme Shares voted as a percentage of issued share capital | |
For | 108 | 94.7% | 282,204,645 | 97.6% | 57.1% |
Against | 6 | 5.3% | 7,086,580 | 2.4% | 1.4% |
Total | 114 | 100% | 289,291,225 | 100% | 58.5% |
General Meeting
At the General Meeting, a poll was conducted on the special resolution proposed and the results are detailed below:
Number of Aurelian Shares voted | Percentage of Aurelian Shares voted | |
For | 285,308,800 | 96.0% |
Against | 12,022,915 | 4.0% |
Vote withheld1 | 4,369,227 | N/A |
Total | 297,331,715 | 100% |
1 A vote withheld is not a vote in law and accordingly is not counted in the calculation of the proportion of votes for and against the special resolution.
Next steps
The hearing of the petition to the Court to sanction the Scheme and to confirm the related Reduction of Capital is expected to take place on 24 January 2013. Subject to the Court sanctioning the Scheme and the satisfaction of the Conditions, it is expected that the Scheme will become effective on 25 January 2013 (the "Effective Date").
If the Scheme becomes effective on 25 January 2013, it will be binding on all Aurelian Shareholders, whether or not they attended or voted in favour of the Scheme and the special resolution at the Meetings. The latest date for despatch of share certificates in respect of the New San Leon Shares to be issued pursuant to the Scheme will be 8 February 2013.
Trading of the Aurelian Shares on AIM will be suspended from 7.30 a.m. on 24 January 2013. Application has been made to the London Stock Exchange for the cancellation of admission of the Aurelian Shares to trading on AIM, with effect from 7.00 a.m. on the Effective Date. Prior to the Effective Date, San Leon will make an application to the London Stock Exchange for the New San Leon Shares to be admitted to trading on AIM, with effect from 8.00 a.m. on the Effective Date.
Defined terms used but not defined in this announcement have the meanings set out in the Scheme Document.
For further information please contact:
San Leon Energy plc | +353 1291 6292 020 36173913 |
Oisin Fanning |
|
John Buggenhagen |
|
Fox-Davies Capital Limited (financial adviser and joint broker to San Leon) | 020 3463 5000 |
Susan Walker Daniel Fox-Davies |
|
College Hill (public relations adviser to San Leon) | 020 7457 2020 |
Rupert Trefgarne |
|
Alexandra Roper | |
Plunkett PR (public relations adviser to San Leon in Republic of Ireland) | +353 1 2844414 |
Sharon Plunkett | |
Aurelian Oil and Gas PLC |
|
Rowen Bainbridge, CEO | 020 7629 7986 |
Greenhill & Co. International LLP (joint financial and Rule 3 adviser to Aurelian) | 020 7198 7400 |
Mark Bentley |
|
Anastasia Fadeeva |
|
Oriel Securities Limited (joint financial adviser and broker to Aurelian) | 020 7710 7600 |
David Arch | |
James Brodie | |
RFC Ambrian Limited (nominated adviser to Aurelian) | 020 3440 6800 |
Richard Morrison |
|
College Hill (public relations adviser to Aurelian) | 020 7457 2020 |
Matthew Tyler |
|
Catherine Wickman |
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 Aurelian and/or San Leon in any jurisdiction in contravention of applicable law. This announcement does not constitute a prospectus or a prospectus equivalent document.
Fox-Davies Capital Limited which is authorised and regulated in the United Kingdom by the FSA, is acting for San Leon as financial adviser in relation to the Merger and is not acting for any other person in relation to such Merger. Fox-Davies Capital Limited will not be responsible to anyone other than San Leon for providing the protections afforded to clients of Fox-Davies Capital Limited or for providing advice in relation to this announcement or any other matter referred to herein.
Greenhill & Co. International LLP which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Aurelian and no-one else in connection with the Merger and will not be responsible to anyone other than Aurelian for providing the protections afforded to clients of Greenhill & Co. International LLP nor for providing advice in relation to the Merger or any other matter referred to herein.
Oriel Securities Limited which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Aurelian and no-one else in connection with the Merger and will not be responsible to anyone other than Aurelian for providing the protections afforded to clients of Oriel Securities Limited nor for providing advice in relation to the Merger or any other matter referred to herein.
All references to time in this announcement are to London time. The dates in this announcement are indicative only. These dates depend, amongst other things, on the date upon which the Court sanctions the Scheme, the date on which the Court Order is delivered to the Registrar of Companies and whether the Conditions are satisfied or, if capable of waiver, waived. Further announcements will be made in due course.
Aurelian Shareholders may request a hard copy of this announcement by contacting Aurelian's Registrars, Computershare, during business hours on 0870 707 1507 (from within the UK) or +44 870 707 1507 (from outside the UK) or by submitting a request in writing to Aurelian's Registrars, Computershare, at The Pavilions, Bridgwater Road, Bristol, BS99 6ZY. Aurelian Shareholders may also request that all future documents, announcements and information to be sent to you in relation to the Merger are in hard copy form.
The availability of New San Leon Shares in, and the release, publication or distribution of this announcement in or into, jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes who are not resident in the United Kingdom should inform themselves about, and observe, any applicable restrictions. Aurelian 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, the Takeover Code and the AIM Rules 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.
Shareholders in the United States should note that the acquisition of Aurelian by San Leon relates to the shares of a "foreign private issuer" as defined under Rule 3b-4 under the US Securities Exchange Act of 1934, as amended (the "Exchange Act") 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 Exchange Act 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 this announcement has been or will be prepared in accordance with accounting standards applicable in the UK 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.
Aurelian is organised under the laws of England and San Leon is organised under the laws of Ireland. To the extent that Aurelian's and San Leon's officers and directors are residents of countries other than the United States it may not be possible to effect service of process on Aurelian, San Leon, or their respective officers or directors in a non-US court for violations of US securities laws. It may be difficult to compel Aurelian, San Leon, their respective affiliates, and/or the respective officers or directors of each, to subject themselves to the jurisdiction and judgment of any US court.
The New San Leon 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 (the "US Securities Act") or under the relevant securities laws of any state or territory or other jurisdiction of the United States. Accordingly, the New San Leon Shares may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into the United States, or to or for the account or benefit of any US Person, absent registration under the US Securities Act or an exemption therefrom. The New San Leon Shares are expected to be offered in the United States, if at all, in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. None of the securities referred to in this document have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of this document. Any representation to the contrary is a criminal offence in the United States. This document does not constitute an offer to sell, or the solicitation of any offer to buy, any New San Leon Shares in any jurisdiction in which such an offer or solicitation would be unlawful.
The New San Leon Shares to be issued pursuant to the Scheme have not been and will not be registered under 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 or Australia. Accordingly, the New San Leon Shares are not being, and may not be, offered, sold, resold, delivered or distributed, directly or indirectly in or into 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). No prospectus in relation to the New San Leon Shares has been, or will be, lodged with, or registered by, the Australian Securities and Investments Commission.
Publication of this announcement
A copy of this announcement will be available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on www.sanleonenergy.com and www.aurelianoil.com. The content of the websites referred to in this announcement are not incorporated into and do not form part of this announcement.