SLE.L Regulatory News (SLE)

22 Oct 2009 09:38



22 October 2009

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

San Leon Energy plc

("San Leon") 

Receipt of 11.22 per cent. irrevocable undertaking to accept an offer if made

On 15 October 2009, San Leon announced that it had made a proposal to Island Oil & Gas plc ("Island") for the combination of the two companies with a view to building a strong Irish-based oil and gas exploration business.

As announced on 15 October 2009, San Leon received an irrevocable undertaking on 14 October 2009 from Platinum Petroleum Limited ("Platinum"), the largest shareholder in Island, to accept or procure acceptance of such offer in respect of, in aggregate, 25,000,000 Island Shares representing approximately 18.4 per cent. of Island's issued share capital.

On 21 October 2009, San Leon received a further irrevocable undertaking from Gartmore Investment Management ("Gartmore"), the second largest shareholder in Island, that, if within three months of 21 October 2009, San Leon was to make an offer for Island on the basis set out in San Leon's announcement of 15 October 2009, or upon terms which represent a greater number of San Leon shares per Island share or otherwise on improved terms, Gartmore would accept or procure acceptance of such offer in respect of, in aggregate, 15,250,000 Island Shares representing approximately 11.22 per cent. of Island's issued share capital.

The Gartmore irrevocable undertaking will cease to be binding if an offer or proposed offer (a "Higher Competing Offer") is made by someone other than San Leon for the entire issued share capital of Island, the making of which is not or has ceased to be subject to any pre-condition, and which represents an improvement of 10 per cent. or more on the value of the Possible Offer and San Leon has not made or announced a firm intention to make a revised offer on terms substantially equal to or better than those available under the Higher Competing Offer by the date 5 business days prior to the closing date of the Higher Competing Offer.

As at 21 October 2009, San Leon or parties acting in concert with San Leon owned 21,000 Island Shares representing approximately 0.02 per cent. of Island's issued share capital. In aggregate, therefore as at 21 October 2009, San Leon and persons acting in concert with it owned or had received irrevocable undertakings in respect of a total of 40,271,000 Island Shares representing approximately 29.63 per cent. of Island's issued share capital.

Terms used in this announcement shall have the same meaning as set out in San Leon's announcement on 15 October 2009.

Press enquiries

San Leon Energy plc + 353 1291 6292

Oisin Fanning, Chairman

Arbuthnot Securities + 44 (0) 20 7012 2000

Nick Tulloch

James Steel

Andrew Fairclough

Public Relations Advisers - Ireland + 353 87 242 9000

Paul White - White PR

Public Relations Advisers - UK + 44 (0) 20 7861 3232

Dan de Belder / Rosanne Perry - Bell Pottinger

Responsibility

The Directors of San Leon (being Oisin Fanning, Philip Thompson, Paul Sullivan, Charles McEvoy, Raymond King and Jeremy Boak) accept responsibility for all the information in this press announcement. To the best of the knowledge and belief of the Directors of San Leon (having taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

Arbuthnot Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as financial adviser and Broker to San Leon and no one else in connection with the contents of this announcement and the Possible Offer and will not be responsible to any person other than San Leon for providing the protections afforded to clients of Arbuthnot Securities Limited, nor for providing advice in relation to the Possible Offer or any matters referred to herein.

Fox-Davies Capital Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as Financial Adviser to San Leon and no one else in connection with the contents of this announcement and the Possible Offer and will not be responsible to any person other than San Leon for providing the protections afforded to clients of Fox-Davies Capital Limited, nor for providing advice in relation to the Possible Offer or any matters referred to herein.

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise.  Any offer will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted.

This announcement has been prepared in accordance with Irish law and the Irish Takeover Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside Ireland.

The distribution of this announcement in jurisdictions other than Ireland and the United Kingdom and the availability of the Possible Offer to shareholders of Island who are not resident in Ireland or the United Kingdom may be affected by the laws of relevant jurisdictions.  Therefore any persons who are subject to the laws of any jurisdiction other than Ireland and the United Kingdom or shareholders of San Leon who are not resident in Ireland or the United Kingdom will need to inform themselves about, and observe, any applicable requirements.

Forward-looking statements

This announcement contains statements about San Leon, Island and the Combined Group that are or may be forward looking statements. All statements other than statements of historical facts included in this announcement may be forward looking statements. Forward looking statements often use words such as "target", "plan", "believe", "expect", "aim", "intend", "will", "should", "could", "would", "may", "consider", "anticipate", "estimate", "synergy", "cost saving", "project", "goal" or "strategy" or words or terms of similar substance or the negative thereof. Forward looking statements include statements relating to future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy and future prospects of San Leon, Island or the Combined Group.

These forward looking statements are not guarantees of future performance. They have not been reviewed by the auditors of San Leon or Island. These forward looking statements involve known and unknown risks, uncertainties and other factors which may cause them to differ from the actual results, performance or achievements expressed or implied by such forward looking statements. These risk factors and uncertainties are many and include, amongst others, the possibility that the Possible Offer will not be successfully consummated, that efforts to integrate Island into San Leon's operations may take longer, be more difficult or be more costly than San Leon currently expects or that the Combined Group may not achieve the synergies and cost savings San Leon expects to achieve. These forward looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. All subsequent oral or written forward looking statements attributable to San Leon or any of its respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. All forward looking statements included in this announcement are based on information available to San Leon on the date hereof. Undue reliance should not be placed on such forward looking statements. Subject to compliance with the Irish Takeover Rules, San Leon does not intend, or undertake any obligation, to update any information contained in this announcement.