Sign In
22 Oct 2009 09:38
ο»Ώ
22Β October 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM ANYΒ JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANTΒ LAWSΒ OF THAT JURISDICTION
San LeonΒ Energy plc
("San Leon")Β
Receipt ofΒ 11.22Β per cent.Β irrevocable undertaking to accept an offer if made
OnΒ 15Β 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.
AsΒ announced onΒ 15 October 2009,Β San Leon receivedΒ anΒ irrevocable undertakingΒ onΒ 14 October 2009Β fromΒ Platinum Petroleum LimitedΒ ("Platinum"), the largest shareholder inΒ Island,Β to accept or procure acceptance of such offer in respect of, in aggregate, 25,000,000 Island Shares representing approximately 18.4 per cent. ofΒ 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.
TheΒ GartmoreΒ irrevocable undertakingΒ willΒ cease to be bindingΒ ifΒ an offer or proposed offerΒ (a "Higher Competing Offer") is madeΒ by someone other than San Leon for the entire issued shareΒ capital ofΒ Island, the making of whichΒ is not orΒ has ceased to beΒ subject to any pre-condition,Β and whichΒ representsΒ an improvement ofΒ 10Β per cent.Β or moreΒ on the value of theΒ Possible OfferΒ and San Leon has not made or announced a firm intention to make a revised offer on terms substantially equal to or better than thoseΒ available under the Higher Competing Offer by the date 5Β businessΒ 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 onΒ 15Β October 2009.
Press enquiries
San LeonΒ Energy plc + 353 1291 6292
Oisin Fanning, Chairman
Arbuthnot Securities + 44Β (0)Β 20 7012 2000
Nick Tulloch
James Steel
Andrew Fairclough
Public Relations AdvisersΒ -Β Ireland + 353 87 242 9000
Paul WhiteΒ -Β White PR
Public Relations AdvisersΒ - UK + 44 (0) 20 7861 3232
Dan de BelderΒ / Rosanne Perry -Β Bell Pottinger
Responsibility
The Directors ofΒ San LeonΒ (beingΒ Oisin Fanning, Philip Thompson, Paul Sullivan, Charles McEvoy, Raymond King and Jeremy Boak)Β accept responsibility for all the information in this press announcement. To the best of the knowledge and belief of the Directors ofΒ San LeonΒ (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 SecuritiesΒ Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as financial adviserΒ and BrokerΒ toΒ San LeonΒ 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 thanΒ San LeonΒ for providing the protections afforded to clients ofΒ Arbuthnot SecuritiesΒ 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 asΒ Financial AdviserΒ toΒ San LeonΒ 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 thanΒ San LeonΒ 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 toΒ this announcement or otherwise.Β Β 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 withΒ IrishΒ law andΒ theΒ IrishΒ TakeoverΒ RulesΒ and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outsideΒ Ireland.
The distribution of this announcement in jurisdictions other thanΒ IrelandΒ and theΒ United KingdomΒ and the availability of the Possible Offer to shareholders ofΒ IslandΒ who are not resident inΒ IrelandΒ orΒ theΒ United KingdomΒ may be affected by theΒ laws of relevant jurisdictions.Β Β Therefore any persons who are subject to the laws of any jurisdiction other thanΒ IrelandΒ and theΒ United KingdomΒ or shareholders ofΒ San LeonΒ who are not resident inΒ IrelandΒ or theΒ United KingdomΒ will need to inform themselves about, and observe, any applicable requirements.
Forward-looking statements
This announcement contains statements aboutΒ San Leon,Β IslandΒ 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 ofΒ San Leon,Β IslandΒ or the Combined Group.
These forward looking statements are not guarantees of future performance. They have not been reviewed by the auditors ofΒ San LeonΒ orΒ 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 integrateΒ IslandΒ intoΒ San Leon'sΒ operations may take longer, be more difficult or be more costly thanΒ San LeonΒ currently expects or that the Combined Group may not achieve the synergies and cost savingsΒ San LeonΒ 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 toΒ San LeonΒ 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 toΒ San LeonΒ on the date hereof. Undue reliance should not be placed on such forward looking statements. Subject to compliance with the Irish Takeover Rules,Β San LeonΒ does not intend, or undertake any obligation, to update any information contained in this announcement.
Follow the stocks
