12 Nov 2008 07:57
Not for release, publication or distribution, in whole or in part, in or into or from any jurisdiction (including the United States) where to do so would constitute a violation of the laws of such jurisdiction. No Securities Commission or similar authority in the United States of America has in any way passed upon the merits of the proposals contained herein.
Recommended Proposal for the acquisition
of
Bramlin Limited
by
Victoria Oil & Gas Plc
to be effected by way of a scheme of arrangement
Summary
The Independent Bramlin Directors and Independent VOG Directors are pleased to announce that terms for a recommended proposal have been agreed for the acquisition by VOG of the entire issued and to be issued share capital of Bramlin not already owned by it. The Acquisition will be implemented by way of a Court sanctioned scheme of arrangement under section 105 of the Companies (Guernsey) Law, 2008.
VOG was seen by the board of Independent Bramlin Directors as an attractive merger partner as it provided an immediate funding solution in the form of the $5,000,000 (five million US dollars) secured loan facility and, importantly, VOG was also able to facilitate Bramlin's access to a drilling rig that could be mobilised by year end 2008. The Independent Bramlin Directors believe the minimum operational commitments on the Logbaba Exploration Permit require the commencement of drilling operations that will allow Bramlin to apply for an Exploitation Authorisation prior to the 19 February 2009 deadline. Access to, and mobilisation of, a drill rig was particularly important.
Under the terms of the Acquisition, Bramlin Shareholders will receive 1.22 New VOG Shares for each Bramlin Share held.
The Acquisition values each Bramlin Share at 9.33 pence (based on the Closing Price of a VOG Share on 11 November 2008 of 7.65 pence) and 9.03 pence (based on the Closing Price of a VOG Share on 22 September 2008, being the last Business Day before the commencement of the Offer Period, of 7.40 pence).
The terms of the Acquisition represent a discount of 14.02 per cent. to the Closing Price of 10.5 pence per Bramlin Share on 22 September 2008, the last Business Day before the commencement of the Offer Period, and a premium of 9.8 per cent. to the Closing Price of 8.5 pence per Bramlin Share on 11 November 2008, the last Business Day before this Announcement.
The New VOG Shares to be issued are expected to represent approximately 36.4 per cent. of the issued share capital of VOG as enlarged by the Acquisition.
Application will be made to the London Stock Exchange for the New VOG Shares to be admitted to trading on AIM on the Scheme becoming effective. It is expected that Admission will become effective and that trading in the New VOG Shares will commence on AIM on the first dealing day after the Effective Date.
The Bramlin Directors, who have been so advised by Fox Davies Capital, consider the terms of the Acquisition to be fair and reasonable. In providing their advice to the Bramlin Directors, Fox Davies Capital has taken into account the commercial assessments of the Bramlin Directors.
Accordingly, the Independent Bramlin Directors unanimously recommend that Bramlin Shareholders vote in favour of the resolutions to be proposed at the Court Meeting (or in the event that the Acquisition is implemented by way of a Takeover Offer, accept or procure acceptance of such offer) as the Independent Bramlin Directors have irrevocably undertaken to do in respect of their own aggregate beneficial holdings of 6,010,498 Bramlin Shares, representing (as at the date of this Announcement) approximately 4.43 per cent. of the existing issued ordinary share capital of Bramlin.
In addition, as at 11 November 2008 (the latest practicable date prior to the date of this Announcement), irrevocable undertakings to vote in favour of the Scheme and the Acquisition at the Court Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of such offer) have been received from certain other Bramlin Shareholders in respect of 73,729,258 Bramlin Shares, representing (as at the date of this Announcement) approximately 54.39 per cent. of the existing issued ordinary share capital of Bramlin
Accordingly, VOG has received irrevocable undertakings in respect of, in aggregate, 73,739,756 Bramlin Shares, representing approximately 58.82 per cent. of Bramlin's existing issued share capital.
The irrevocable undertakings given by the Bramlin Directors will cease to be binding if (i) VOG announces (with the consent of the Panel) that it does not intend to proceed with the Acquisition; or (ii) the Acquisition lapses or is otherwise withdrawn.
The Acquisition is subject to a number of conditions including the approval of Bramlin Shareholders and the sanction of the Court. Such conditions and further terms are set out in Appendix I to this Announcement and will be set out in full in the Scheme Document. The Scheme Document will be sent to Bramlin Shareholders today.
Commenting on behalf of the Independent Bramlin Directors, Jim Ford, Chief Executive of Bramlin, said:
"Being part of a larger, more diversified group with strong industry connections will enable Bramlin to achieve its key objectives relating to the development of its Logbaba gas field asset in Cameroon."
Commenting on behalf of the Independent VOG Directors, Robert Palmer, Finance Director of VOG, said:
"We are very pleased to make this offer to acquire Bramlin and look forward to working with the Bramlin board to realise the potential of the Logbaba asset."
This summary should be read in conjunction with the full text of this Announcement and the Appendices. Implementation of the Offer will be subject to the conditions set out in Appendix I to this Announcement and further conditions to be set out in the Scheme Document and the Form of Proxy.
Enquiries
Bramlin Limited
Jim Ford / Alan Thomas
Tel: +1 713 523 6336/ +44 (0)20 7960 9629
Fox-Davies Capital Limited
(Financial Adviser to Bramlin)
Daniel Fox-Davies
Tel: +44 (0) 20 7936 5230
Zimmermann Adams International Limited
(Nominated Adviser to Bramlin)
Thilo Hoffman / Mira Shukanayeva
Tel: +44 (0) 20 7060 1760
Conduit PR
(PR Adviser to Bramlin)
Jonathan Charles
Tel: +44 (0) 20 7429 6607
M: +44 (0)77333 63501
Strand Partners, which is authorised and regulated in the UK by the Financial Services Authority, is acting exclusively as financial adviser for VOG and no one else in connection with the Proposal and will not be responsible to anyone other than VOG for providing the protections afforded to clients of Strand Partners or for providing advice in relation to the Proposal or any other matters referred to in this Announcement.
Fox-Davies Capital, which is authorised and regulated in the UK by the Financial Services Authority, is acting exclusively as financial adviser for Bramlin and no one else in connection with the Proposal and will not be responsible to anyone other than Bramlin for providing the protections afforded to clients of Fox-Davies Capital or for providing advice in relation to the Proposal or any other matters referred to in this Announcement.
The full terms and conditions of the Proposal will be set out in the Scheme Document. Bramlin Shareholders are advised to read carefully the formal documentation in relation to the Proposal once it has been despatched.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE, ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.
The distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this Announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.
The New VOG Shares have not been and will not be registered under the U.S. Securities Act, in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) and will be issued thereof. In addition, the New VOG Shares have not been and will not be registered under the securities laws of any state in the United States but will be issued in reliance on available exemptions from state law registration requirements. The New VOG Shares have not been approved or disapproved by the U.S. Securities and Exchange Commission, any State securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Scheme or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States.
The availability of the New VOG Shares to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located. Persons who are not resident in the United Kingdom should inform themselves of and observe any applicable requirements.
The issue of the New VOG Shares pursuant to the Scheme will not constitute an offer to the public requiring an approved prospectus under The Protection of Investors (Bailiwick of Guernsey) Law, 1987 (as amended) or any rules made thereunder, as amended or section 85 of the Financial Services and Markets Act 2000, as amended and, accordingly, this Announcement does not constitute a prospectus for these purposes and has not been approved by either the Guernsey Financial Services Commission nor the Financial Services Authority or by any other authority in any jurisdiction.
The statements contained herein are made as at the date of this Announcement, unless some other time is specified in relation to them, and service of this Announcement shall not give rise to any implication that there has been no change in the facts set forth herein since such date. Nothing contained in this Announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of Bramlin or VOG except where otherwise stated.
No person should construe the contents of this Announcement as legal, financial or tax advice but should consult their own advisers in connection with the matters contained herein.
The VOG Directors accept responsibility for all information contained in this Announcement insofar as it relates to the VOG Group, the VOG Directors, their respective immediate families, related trusts and persons connected with them and parties deemed to be acting in concert with VOG for the purposes of the City Code. To the best of the knowledge and belief of the VOG Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
The Bramlin Directors accept responsibility for all information contained in this Announcement other than the information for which only the Independent Bramlin Directors take responsibility as set out below, and the information for which the VOG Directors accept responsibility as stated above. To the best of the knowledge and belief of the Bramlin Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
The Independent Bramlin Directors accept responsibility for the recommendation and associated views and opinions in this Announcement. To the best of the knowledge and belief of the Independent Bramlin Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. Kevin Foo has a conflict of interest as a director of VOG and does not take responsibility for the views of the Independent Bramlin Directors on the Scheme.
Appendix I sets out the Conditions to the implementation of the Scheme.
Appendix II sets out the bases and sources of information from which the financial calculations used in this Announcement have been derived.
Appendix III contains the definitions of terms used in this Announcement (including in this summary).
Appendix IV contains a summary of the tax consequences of the Scheme.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Announcement contains certain forward-looking statements with respect to the expected timing of the Scheme, the expected effects on Bramlin of the Scheme, anticipated earnings enhancements, estimated cost savings and other synergies, potential strategic options, plans for and benefits of integration, estimated future growth, market position and all other statements in this Announcement other than statements of historical fact. Forward-looking statements include, without limitation, statements containing words such as "will", "may", "should", "continue", "aims", "believes", "expects", "estimates, "intends", "anticipates", "projects", "plans" or similar expressions. By their nature, forward-looking statements involve known or unknown risks and uncertainties because they relate to events and depend on circumstances that all occur in the future. Actual results may differ materially from those expressed in the forward-looking statements depending on a number of factors, including, but not limited to, the satisfaction of the conditions to the Scheme, future market conditions, the behaviour of other market participants, the level of customers' commercial activity and changes in the economic climate, Many of these risks and uncertainties relate to factors that Bramlin and VOG cannot control or estimate precisely, such as future market conditions and the behaviour of other market participants. The forward-looking statements contained in this Announcement are made as of the date hereof and Bramlin and VOG assume no obligation and do not intend publicly to update or revise these forward-looking statements, whether as a result of future events or new information or otherwise as required pursuant to applicable law.
DEALING DISCLOSURE REQUIREMENTS
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in one per cent. (1 per cent.) or more of any class of "relevant securities" of Bramlin or VOG, all "dealings" in any such "relevant securities" (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3:30 p.m. (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the date of the Court Meeting or the date on which the Scheme is withdrawn (or, if applicable, on which the Proposal becomes or is declared unconditional as to acceptances or lapses or is otherwise withdrawn). If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Bramlin or VOG, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of Bramlin or VOG must be disclosed by no later than 12 noon (London time) on the Business Day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to the application of Rule 8 to you, you should contact an independent financial adviser authorised pursuant to the Financial Services and Markets Act 2000, contact the Panel on +44 20 7382 9026 or consult the Panel's website at www.thetakeoverpanel.org.uk
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, Bramlin confirms that, as at the date of this Announcement, Bramlin's issued share capital consisted of 135,555,265 ordinary shares of 1p each. The ISIN code for Bramlin's ordinary shares is GG00B1FT7S56.
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, VOG confirms that, as at the date of this Announcement, VOG's issued share capital consisted of 284,506,801 ordinary shares of 0.5p each. The ISIN code for VOG's ordinary shares is GB00B01R0Y35.
INFORMATION FOR UNITED STATES SHAREHOLDERS
This Announcement is not an offer of securities for sale in the United States. The New VOG Shares, which will be issued in connection with the Offer, have not been, and will not be, registered under the US Securities Act or under the securities laws of any state, district or other jurisdiction of the United States and no regulatory clearance in respect of the New VOG Shares has been, or will be, applied for in any jurisdiction other than the United Kingdom. The New VOG Shares may not be offered or sold in the United States absent registration under the US Securities Act or an exemption from the registration requirements. The New VOG Shares will be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) of the US Securities Act.
For purposes of qualifying for this exemption from the registration requirements of the US Securities Act, Bramlin and VOG will advise the Court that VOG intends to rely on this Section 3(a)(10) exemption based on the Court's sanctioning of the Scheme, following a hearing on its fairness to Bramlin Shareholders, at which hearing all Bramlin Shareholders are entitled to attend in person or through counsel to support or oppose the sanctioning of the Scheme, and with respect to which notification has been given to all Bramlin Shareholders. Under applicable US securities laws, Bramlin Shareholders (whether or not US persons) who are or will be "affiliates" of Bramlin or VOG prior to, or of VOG after, the Effective Date may be subject to certain restrictions on the sale of the New VOG Shares received in connection with the Scheme, as discussed below.
New VOG Shares issued to a Bramlin Shareholder who is neither an "affiliate" (within the meaning of the Securities Act), for the purposes of the US Securities Act, of Bramlin or VOG prior to the Effective Date, nor an affiliate of VOG after the Effective Date, would not be "restricted securities" under the US Securities Act and such New VOG Shares may be sold by such person in ordinary secondary market transactions without restriction under the US Securities Act. Persons who are affiliates of Bramlin or VOG prior to the Effective Date, or an affiliate of VOG after the Effective Date, may be subject to timing, manner of sale and volume restrictions on the sale of New VOG Shares received in connection with the Scheme under Rule 145(d) under the US Securities Act. Persons who may be deemed to be affiliates of VOG or Bramlin, as the case may be, include individuals who, or entities that, control, directly or indirectly, or are controlled by or are under common control with, VOG or Bramlin, as the case may be, and may include certain officers and directors of such company and such company's principal shareholders (such as a holder of more than 10 per cent. of the outstanding capital stock). Bramlin Shareholders who are affiliates, in addition to reselling their New VOG Shares in the manner permitted by Rule 145 under the US Securities Act, may also sell their New VOG Shares under any other available exemption under the US Securities Act, including Regulation S under the US Securities Act. Bramlin Shareholders who believe they may be affiliates for purposes of the US Securities Act should consult their own legal advisers prior to any sale of New VOG Shares received pursuant to the Scheme.
The New VOG Shares have not been and will not be listed on a US securities exchange or quoted on any inter-dealer quotation system in the United States. VOG does not intend to take any action to facilitate a market in New VOG Shares in the United States.
Neither the SEC nor any other US federal or state securities commission or regulatory authority has approved or disapproved of the New VOG Shares or passed an opinion on the adequacy or accuracy of this Announcement. Any representation to the contrary is a criminal offence in the United States.
The Offer is subject to the disclosure requirements and practices applicable in Guernsey and the United Kingdom to schemes of arrangement, which differ from the disclosure and other requirements of US securities laws. The financial information included in this Announcement has been prepared in accordance with UK GAAP and/or International Financial Reporting Standards (as applicable) that may not be comparable to the financial statements of US companies. None of the financial information in this Announcement has been audited in accordance with auditing standards generally accepted in the United States or the auditing standards of the Public Company Accounting Oversight Board (United States).
Bramlin Shareholders who are citizens or residents of the United States or other jurisdictions outside the United Kingdom should consult their own legal and tax advisers with respect to the legal and tax consequences of the Scheme in their particular circumstances.
ENFORCEABILITY OF JUDGMENTS
VOG was incorporated in England and Wales under the Companies Act 1985 registered No. 5139892. All of the VOG Directors are citizens or residents of countries other than the United States. All of the assets of such persons and a substantial portion of the assets of the VOG Group are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon such persons or VOG, or to enforce against them judgments of US courts, including judgments predicated upon civil liabilities under the securities laws of the United States or any state or territory within the United States. There is substantial doubt as to the enforceability in Guernsey in original actions, or in actions for enforcement of judgments of US courts, based on the civil liability provisions of US federal securities laws.
US TREASURY CIRCULAR 230 NOTICE
To ensure compliance with requirements imposed by the IRS, you are hereby notified that any discussing of Federal tax issues contained or referred to in this Announcement (i) is written in connection with the promotion or marketing of the transaction or matters addressed herein, and (ii) is not intended or written to be used, and cannot be used by any taxpayer, for the purpose of avoiding US tax penalties. Each taxpayer should seek advice based on the taxpayer's particular circumstances from an independent tax adviser.
INFORMATION FOR AUSTRALIAN SHAREHOLDERS
This Announcement does not constitute an offer of securities for sale requiring disclosure under the Corporations Act (2001) (Cth of Australia) and does not constitute a prospectus for these purposes. As such, this Announcement has not been lodged or registered with the Australian Securities and Investments Commission.
Not for release, publication or distribution, in whole or in part, in or into or from any jurisdiction (including the United States) where to do so would constitute a violation of the laws of such jurisdiction. No Securities Commission or similar authority in the United States of America has in any way passed upon the merits of the proposals contained herein.
Recommended Proposal for the acquisition
of
Bramlin Limited
by
Victoria Oil & Gas Plc
to be effected by way of a scheme of arrangement
1 Introduction
1.1 The boards of the Independent Bramlin Directors and Independent VOG Directors are pleased to announce, in accordance with Rule 2.5 of the City Code, that terms for a recommended proposal had been agreed for the acquisition by VOG of the entire issued and to be issued share capital of Bramlin not already owned by VOG. The Proposal is to be effected by way of a scheme of arrangement under section 105 of the Companies (Guernsey) Law, 2008 (as amended), which requires approval by Bramlin Shareholders and sanction of the Court. Upon the Scheme becoming effective, Bramlin Shareholders will receive 1.22 New VOG Shares for every one Bramlin Share. No fractions of New VOG Shares will be allotted.
2 Summary of the terms of the Proposal
2.1 The Proposal is to be effected by way of a scheme of arrangement of Bramlin under section 105 of the Companies (Guernsey) Law, 2008 (as amended). The purpose of the Scheme is to enable VOG to acquire the whole of the issued and to be issued share capital of Bramlin. Under the terms of the Scheme, the Bramlin Shares will be transferred to VOG and, upon the Scheme becoming effective, Bramlin Shareholders will receive:
for every 1 Bramlin Share - 1.22 New VOG Shares
2.2 The relationship of the relative share values of Bramlin and VOG was determined during mid-September 2008 using the then current market prices as well as historical share prices for the preceding three month period. Based on the analysis of this three month period, the ratio of 1.22 new VOG shares for every Bramlin share represented a premium to the Bramlin shareholders of approximately 8 per cent. Since the announcement on 23 September 2008 confirming the discussions between Bramlin and VOG the global economic and financial crisis has created increased share volatility and a deviation away from fundamental values in both companies. In light of the situation in the financial markets, the Independent Bramlin Directors believe that focusing on the terms prior to 23 September 2008 is more appropriate and representative of the real value of the Offer.
2.3 On the basis of the Closing Price of a VOG Share for the dealing day immediately prior to the commencement of the Offer Period of 7.4 pence per VOG Share, the Proposal valued each Bramlin Share at approximately 9.03 pence and the entire existing issued share capital of Bramlin at approximately £12.07 million. This represents:
(a) a discount of approximately 14.02 per cent. to the Closing Price of 10.5 pence per Bramlin Share on the last dealing day immediately prior to the commencement of the Offer Period; and
(b) a discount of approximately 16.55 per cent. to the Closing Price of 10.82 pence per Bramlin Share for the one month period prior to the commencement of the Offer Period.
2.4 On the basis of the Closing Price of a VOG Share on the last dealing day immediately prior to the date of this Announcement of 7.65 pence per VOG Share, the Proposal values each Bramlin Share at approximately 9.33 pence and the entire existing issued share capital of Bramlin at approximately £12.48million. This represents:
(a) a discount of approximately 11.11 per cent. to the Closing Price of 10.5 pence per Bramlin Share on the last dealing day immediately prior to the commencement of the Offer Period; and
(b) a premium of approximately 9.8 per cent. to the average Closing Price of 8.5 pence per Bramlin Share on the last dealing day immediately prior to the date of this Announcement.
2.5 Bramlin Shareholders should note that the value of the Consideration (once implemented and if the Scheme becomes effective in accordance with its terms) will depend upon the market value of New VOG Shares received by them on the settlement date, and this value may vary.
2.6 The New VOG Shares will be issued credited as fully paid, on identical terms to and will rank pari passu with the existing issued VOG Shares, including the right to receive and retain all dividends and other distributions declared, paid or made after the Scheme becomes effective. VOG has no intention of paying or making a dividend or other distribution in respect of the New VOG Shares.
2.7 Following the date of this Announcement, 53,385 Bramlin Shares are due to be subscribed for by, and issued to, Sigma Exploration Limited in accordance with the terms of its consultancy agreement.
2.8 Completion of the Proposal, will result in the issue of up to 163,121,348 New VOG Shares by VOG, representing 36.4 per cent. of the VOG Enlarged Share Capital.
2.9 Fractions of New VOG Shares will not be allotted or issued to Bramlin Shareholders pursuant to the Proposal.
2.10 Application will be made to the London Stock Exchange for the New VOG Shares to be admitted to trading on AIM on the Scheme becoming effective. It is expected that Admission will become effective and that trading in the New VOG Shares will commence on AIM on or about 15 December 2008.
2.11 If the Scheme becomes effective, Bramlin will become a wholly owned direct subsidiary of VOG on the Effective Date and the Bramlin Shareholders will receive the Consideration referred to above
Bramlin Warrants and New VOG Warrants
2.12 Conditional on the terms of the Scheme being approved by the Bramlin Shareholders and implemented by the Court, Strand Partners, Bramlin and VOG have conditionally agreed that Strand Partners' entitlement to the Bramlin Warrants shall be novated, and Strand Partners shall receive the New VOG Warrants, subject to the terms of the Strand Deed.
Deferred Bonus Shares
2.13 Certain Bramlin Directors and employees of Bramlin are entitled to the Deferred Bonus Shares. Under the Bonus Shares Deed, such recipients have agreed, from the Effective Date, to irrevocably waive their respective entitlements and VOG undertakes, from the Effective Date, to issue Deferred Bonus VOG Shares on the grant of an Exploitation Authorisation.
Deferred Consideration Shares
2.14 The RDL Vendors and certain other parties are entitled to receive Deferred Consideration Shares under the RDL Acquisition Agreement. Pursuant to the Deferred Shares Deed, such recipients have agreed to waive their right to receive the Deferred Consideration Shares and VOG shall undertake, from the Effective Date, to allot and issue, the Deferred VOG Consideration Shares conditional upon the grant of an Exploitation Authorisation.
Fully Diluted Enlarged VOG Share Capital
2.15 Upon the Effective Date, the number of VOG Shares in issue and to be issued on a fully diluted basis will be 483,662,952..
Approval of Bramlin Shareholders
2.16 To become effective, the Scheme requires, amongst other things, approval by the necessary majority at the Court Meeting of the Bramlin Shareholders present and voting, either in person or by proxy; satisfaction or waiver of the other conditions set out in Appendix I of this Announcement; and the Court Sanction being obtained. All Bramlin Shareholders are entitled to attend the Court Hearing in person or to be represented by counsel to support or oppose the sanctioning of the Scheme at their own cost.
2.17 The Scheme will become effective upon the sanctioning by the Court of the Scheme, which, subject to the Court's timetable, is expected to occur by the close of business on or about 12 December 2008.
2.18 If the Scheme becomes effective, it will be binding on all Bramlin Shareholders irrespective of whether or not they attended or voted in favour of the Scheme at the Court Meeting.
2.19 Unless the Scheme becomes effective by no later than 31 January 2009, or such later date, if any, as Bramlin and VOG may agree and the Court may allow, the Scheme will not become effective and the Scheme will not proceed.
2.20 Prior to the Scheme becoming effective an application will be made to the London Stock Exchange for the cancellation, subject to the Scheme becoming effective, of the Bramlin Shares to admission to trading on AIM. It is expected that cancellation of the admission to AIM of Bramlin Shares will take place on or shortly after the Effective Date.
3 Background to and reasons for recommending the Proposal
3.1 In July and August 2008, Bramlin, assisted by its broker at the time, held discussions with potential institutional investors with a view to raising the requisite funding for Bramlin's operational commitments. However, in the face of the progressively deteriorating financial markets, it became apparent that Bramlin would be unable to secure the financing which would enable it to meet its immediate development obligations under the Logbaba Exploration Permit from conventional institutional equity sources.
3.2 Following the failure to raise financing in July and August 2008, the Independent Bramlin Directors did not believe it could rely on the Logbaba Exploration Permit being extended again and, with limited cash to meet increasingly urgent pre-drilling expenditure, it sought alternative funding solutions. The Independent Bramlin Directors believes it has found a viable financial solution through the proposed scheme of arrangement with VOG. Discussions with VOG commenced in early September 2008 and resulted in a US$5,000,000 (five million United States Dollars) secured loan facility being announced on 22 September 2008. This Announcement was followed by confirmation on 23 September 2008 that both companies were in talks that could lead to a recommended all-share offer being made by VOG for Bramlin. Importantly the VOG loan facility allowed Bramlin's planned drilling activities to stay on schedule.
3.3 VOG was seen by the board of Independent Bramlin Directors as an attractive merger partner as it provided an immediate funding solution in the form of the $5,000,000 (five million US dollars) secured loan facility and, importantly, VOG was also able to facilitate Bramlin's access to a drilling rig that could be mobilised by year end 2008. The Independent Bramlin Directors believe the minimum operational commitments on the Logbaba Exploration Permit require the commencement of drilling operations that will allow Bramlin to apply for an Exploitation Authorisation prior to 19 February 2009 deadline. Access to, and mobilisation of, a drill rig was particularly important since the Bramlin Board did not believe the Logbaba Exploration Permit would be extended again by the Cameroon authorities.
3.4 The business of the Enlarged Group will be the exploration, production and development of hydrocarbon resources in Africa and the FSU. The Independent Bramlin Directors and the Independent VOG Directors believe that the shareholders of both companies will derive considerable benefits from the combination of the two asset portfolios, to create a larger company with a valuable early cash-flow project in Cameroon that will complement a temporarily suspended producing asset in Kazakhstan and an exciting longer-term asset in Russia.
3.5 Should the Scheme become effective, the assets of the Enlarged Group will be supplemented by the assets of the Bramlin Group, the most important of which is RDL's rights in respect of the Concession. The Independent VOG Directors believe that if the Cameroon asset comes on stream it will generate income and in due course profits for the Enlarged Group. The Independent VOG Directors also believe that the Enlarged Group will benefit from additional management expertise and exposure to a more diversified asset portfolio with the possibility of a near-term cash-flow from the Logbaba Field. At the same time the Enlarged Group will become subject to the risks inherent in the business of developing the Logbaba Field which include risks that the licence granted to RDL may not be renewed, that economically recoverable quantities of gas are not in fact produced at the site, that unforeseen delays in construction and commissioning or other technical difficulties may result in plans for production being delayed or that unexpected capital expenditure is required.
3.6 Should the Scheme become effective, subject to circumstances beyond Bramlin or VOG's control (including changing global economic conditions), it is anticipated that VOG will provide the new capital necessary to meet the immediate drilling obligations of Bramlin at the Logbaba Field, and the development expertise that will enable the Logbaba Field to be drilled in a timely manner, and production brought on-line with more certainty. It is anticipated that Bramlin will need further funding for future development of the Logbaba Field which VOG, subject to the business needs of the Enlarged Group and the prevailing economic conditions, anticipates being able to provide. The combination of VOG and Bramlin is also expected to bring savings in annual, general and administrative expenses. It is also expected that a broader shareholder base and a diversified asset base will ensure the enlarged entity is better positioned to secure ongoing funding for its projects.
4 Benefits of the Proposal for Bramlin Shareholders
4.1 The Independent Bramlin Directors believes that completion of the Proposal will allow Bramlin Shareholders to benefit from:
(a) access to funds to allow Bramlin to meet its immediate financial commitments on the Logbaba Exploration Permit so as to secure this permit.
(b) access to a broader range of suppliers for technical operations through VOG's existing contacts with drilling contractors, seismic surveyors and technical consultants;
(c) improved future access to equity funding given the broader shareholder base and greater liquidity in VOG Shares;
(d) additional management expertise; and
(e) exposure to a more diversified asset portfolio, combining Bramlin's near-term cash-flow from the Logbaba Field with VOG's producing and prospective assets in the FSU.
4.2 Taking into account all the factors above, the Independent Bramlin Directors believe that it is in the best interests of Bramlin Shareholders for the Proposal to become effective and, accordingly, they unanimously recommend that Bramlin shareholders vote in favour of the Scheme Resolution as they have agreed to do through irrevocable undertakings in respect of their own holdings.
5 Effect of the Offer on Bramlin Directors, management, employees, consultants and locations
5.1 VOG attaches great importance to the skills and experience of the existing directors, management, consultants and employees of Bramlin. Accordingly, VOG has confirmed that they have no current plans to make any material change in the conditions of employment of Bramlin's or RDL's, directors, management, consultants and employees following the Scheme become effective. It is the intention of VOG to review the board composition of both companies following the Effective Date to consider the operational requirements of the Enlarged Group.
5.2 Certain Bramlin Directors and employees of Bramlin are entitled to Deferred Bonus Shares. Under the Bonus Shares Deed, such recipients have agreed, from the Effective Date, to irrevocably waive their respective entitlements to Deferred Bonus Shares and VOG undertakes, from the Effective Date, to issue Deferred Bonus VOG Shares on the grant of the Exploitation Authorisation.
5.3 Save as disclosed in this Announcement, the effect of the Proposal on the interests of the Bramlin Directors will not differ from their effect on the interests of any other Bramlin Shareholder.
5.4 The Board of Bramlin has not received an opinion from the representatives of its employees on the effect of the Scheme on employment.
6 Financial effects of the Proposal on Bramlin Shareholders
6.1 The following table shows, for illustrative purposes only and on the basis of the assumptions set out in the notes below, the financial effects of the Proposal on the capital value for a holder of one Bramlin Share if the Scheme becomes effective, based on the Closing Prices for each of Bramlin and VOG on the Business Day before the announcement on 22 September 2008 that VOG had provided a US$5,000,000 (five million United States Dollars) secured loan facility to Bramlin which led to the subsequent announcement the following day that both parties were in discussions in relation to a possible offer and the effects of the Proposal based on the average share prices for each of Bramlin and VOG for one month and three months prior to that date.
| Notes | Based on the price of Bramlin and VOG Ordinary Shares | |||
| Capital Value | 19 September 2008 | Average over one month ending 19 September 2008 | Average over three months ending 19 September 2008 | |
| Value of 1.22 New VOG Shares | 1 | 9.15p | 10.46p | 12.6p |
| Value of 1 Bramlin Shares | 2 | 10.5p | 10.89p | 11.64p |
| Increase/decrease in capital value | -1.35p | -0.43p | 0.96p | |
| This represents an increase/decrease of approximately | -13 per cent | -4 per cent | 8.0 per cent | |
1 Based on the closing price of 7.5p per VOG Share on 19 September 2008 (the last dealing day before the announcement of the $5 million secured loan facility and the subsequent market speculation that resulted in the announcement on 23 September 2008 that Bramlin was in preliminary discussions with VOG which may lead to an all share offer), a one month average price of 8.57p per VOG Share ending 19 September 2008 and a three month average price of 10.33p per VOG Share ending 19 September 2008.
2 Based on the closing price of 10.5p per Bramlin Share on 19 September 2008 (the last dealing day before the announcement of the $5 million loan facility and the subsequent speculation that resulted in the announcement on 23 September 2008 that Bramlin was in preliminary discussions with VOG which may lead to an all share offer, a one month average price of 10.89p per Bramlin Share ending 19 September 2008 and a three month average price of 11.64p per Bramlin Share ending 19 September 2008.
3 No account has been taken of any liability to taxation.
6.2 Neither Bramlin nor VOG has paid dividends and, accordingly, no comparison of income is presented.
7 Information on VOG
7.1 VOG was established in 2004 to utilise its technical and commercial expertise to build a portfolio of investments in the oil and gas sector in the FSU, in particular Russia and Kazakhstan. VOG was admitted to trading on AIM on 27 July 2004.
7.2 In November 2004, VOG completed the acquisition of 74.8 per cent. of Russian entity ZAO SeverGas-Invest ("SGI"), the holding company for the West Medvezhye gas and condensate field in Western Siberia. VOG subsequently brought its ownership in SGI up to 100 per cent.. In August 2006, independent reserve auditors estimated total prospective resources for the West Medvezhye field at over 1.1 billion barrels of oil equivalent.
7.3 In October 2005, VOG acquired 100 per cent. of Feax Investments Company Limited, the holding company for Victoria Energy Central Asia LLP ("VECA"), which owns the subsoil use rights for the Kemerkol oil field in the Atyrau Oblast of Kazakhstan. Kemerkol has State-classified C1+C2 reserves of 26 million barrels and production was started at the field in March 2006.
7.4 Following an investment in January 2008 by a consortium of Middle Eastern investors through Noor Petroleum Limited, VOG has been assisted in its development programmes by Blackwatch and GeoDynamics who have provided advice on the development of its assets in Russia and Kazakhstan. During the course of 2008, VOG, with the assistance of Blackwatch and GeoDynamics, has conducted a complete technical review of its operations and assets in West Medvezhye and Kemerkol and undertaken to diversify its asset portfolio outside the FSU.
7.5 The board of Independent VOG Directors, after consultation with its technical consultants, Blackwatch, believes that the Logbaba Field is an excellent asset with near-term cash generation potential and that a geographical diversification of activities is in the best interests of its shareholders.
7.6 The Logbaba Field project will give VOG exposure to Cameroon and a growing domestic natural gas market. The ongoing geographical diversification of VOG's investment strategy has led it to consider and review investment opportunities in what VOG considers underexplored regions such as Ethiopia and Mali. The intentions of VOG are to continue its geographic diversification to include wider exposure in Africa with the objective of seeking acquisition opportunities for early cash flow. Further evidence of this diversification is demonstrated by the recent option agreement for the acquisition of Falcon, details of which are set out in paragraph 7.11 of this Announcement.
7.7 VOG's investment strategy is based on acquiring interests in the oil and gas sector which the VOG Directors believe are undervalued and where such a transaction has the potential to create value for its shareholders.
Current Trading and Prospects of the VOG Group
7.8 For the year ended 31 May 2008, VOG reported a loss on ordinary activities for the period of $1.17 million (2007: $1.32 million), net assets of $105.93 million (2007: $72.04 million) and cash and cash equivalents of $9.27 million (2007: $9.95 million). These figures have been extracted from the VOG Directors' report and financial statements for the year ended 31 May 2008, which were reported in accordance with IFRS.
7.9 VOG announced on 1 July 2008 that it had received a certificate from the Russian Ministry of Natural Resources confirming registration of a discovery of Well 103 in the West Medvezhye field. This certificate completes the requirement for conversion of the West Medvezhye licence for its 20 year production phase. The exploration around the location of the next target at the West Medvezhye field, Well 105, is continuing with a reinterpretation of the existing seismic data and the new data obtained from the drilling of Well 103 being undertaken. A geochemical survey has also been completed to evaluate further potential target areas around the location of Well 103.
7.10 VOG also announced on 1 July 2008, that its Kazakh subsidiary, Victoria Energy Central Asia LLP has temporarily suspended production from Kemerkol pending resolution of a legal claim against it. In the opinion of the VOG Board and its Kazakh legal advisors, the claim against VECA is without justification and is being vigorously defended. Assuming successful resolution of the legal dispute over the Kemerkol asset, VOG intends to re-commence production from its existing wells and to acquire a GeoDynamics passive seismic survey over the entire licence block. Following analysis of the results, the short-term programme is to drill a further two exploration wells with further drilling dependent on the success of the survey.
7.11 As announced on 28 October 2008, VOG has signed an option to acquire 100 per cent. of Falcon in the next 12 months. An independent technical study on the Falcon assets has been commissioned and an acquisition will be based on the valuation provided, capped at a maximum of $12.5 million.
8 Information on Bramlin
8.1 Bramlin is a Guernsey incorporated oil and gas company with a 60 per cent. working interest in the Logbaba onshore gas field near Douala, the principal port city of Cameroon. Bramlin was initially admitted to trading on AIM on 18 January 2007 with the purpose of making investments and acquisitions in the energy and mining sectors. Bramlin's first investment was the acquisition of RDL. RDL holds the 60 per cent. working interest in and is operator of the Logbaba Field. A report by independent reserve auditors, RPS Energy as of 28 July 2008 concludes that the Logbaba Field has gross proved plus probable reserves of 104 billion cubic feet of natural gas.
8.2 Since Bramlin acquired RDL on 11 December 2007, Bramlin's principal focus has been to achieve the following objectives:
(a) secure an extension of the Logbaba Exploration Permit;
(b) negotiate and sign natural gas sales agreements;
(c) complete all preliminary steps required for the development of the Logbaba Field;
(d) raise funding (by way of debt and/or equity); and
(e) commence development of the Logbaba Field.
8.3 On 18 July 2008, the Government of Cameroon granted to Bramlin a six-month extension to the Logbaba Exploration Permit which runs until midnight on 19 February 2009. The operational commitments of Bramlin under the Logbaba Exploration Permit included re-drilling two wells on the property and construction of a natural gas processing plant and pipeline which involved a significant financial commitment in the intervening period.
8.4 On 29 July 2008, Bramlin announced that it had signed various gas supply contracts and letters of intent for the sale of natural gas to several industrial users, sufficient to warrant proceeding to field development at the Logbaba Field. Further pre-drilling activities, such as conducting the Environmental & Social Impact Assessment and the process to acquire the necessary surface rights for drilling operations were initiated.
8.5 For Bramlin's financial year ended 31 December 2007, Bramlin reported a loss on ordinary activities for the period of £345,730 (2006: £3,180 profit), net assets of £24,561,185 (2006: £48,180) and it had cash and cash equivalents of £2,087,201 (2006: £2,753,009). These figures have been extracted from the Bramlin Directors' report and financial statements for the year ended 31 December 2007, which were reported in accordance with IFRS. In the interim report for the six months ended 30 June 2008, the Bramlin Group reported a loss on ordinary activities for the period of £405,501 (2007: £82,110), net assets of £24,561,185 (2006: £48,180) while cash and cash equivalents had fallen to £501,673 (2007: £2,911,257). These figures have been extracted from the "Chairman's Statement" and financial statements for the six months ended 30 June 2008, which were reported in accordance with IFRS.
9 Irrevocable undertakings
9.1 Irrevocable undertakings to vote in favour of the Scheme Resolution to be put to the Court Meeting have been received by VOG in respect of a total of approximately 58.82 per cent. of Bramlin's existing issued share capital. Details of those irrevocable undertakings are as follows:
(a) irrevocable undertakings to vote in favour of the Scheme Resolution to be put to the Court Meeting have been received by VOG from the Independent Bramlin Directors who hold beneficial interests in Bramlin Shares. They have provided voting undertakings in respect of their entire legal and beneficial holdings of Bramlin Shares amounting, in aggregate, to 6,010,498 shares (representing approximately 4.43 per cent. of Bramlin's existing issued share capital); and
(b) certain other Bramlin Shareholders who, in aggregate, hold 73,729,258 Bramlin Shares (representing approximately 54.39 per cent. of Bramlin's existing issued share capital) have irrevocably undertaken to vote in favour of the Scheme Resolution to be proposed at the Court Meeting in respect of their holdings at the Voting Record Time.
(c) The irrevocable undertakings will remain binding until 31 January 2009, or the Scheme Resolution is proposed and voted upon, whichever is the earlier.
(d) Irrevocable undertakings have been received from the following Bramlin Shareholders:
| Independent Bramlin Directors | Number of Bramlin Shares | % of issued share capital of Bramlin |
| Ernest Miller | 3,542,176 | 2.61 |
| John Killer | 980,000 | 0.72 |
| Colin Manderson | 932,281 | 0.69 |
| Alan Thomas | 556,041 | 0.41 |
|
| 6,010,498 | 4.43 |
| Bramlin Shareholders |
|
|
| Hydrocarbons Technologies Ltd | 35,383,688 | 26.10 |
| Archidona Minerales S.A. | 13,005,239 | 9.59 |
| RSM Production Corporation | 22,705,205 | 16.75 |
| Robert Hull | 1,371,714 | 1.01 |
| Rodeo Resources LP | 902,480 | 0.67 |
| Rosemount International Limited | 360,932 | 0.27 |
|
| 73,729,258 | 54.39 |
| Total | 79,739,756 | 58.82 |
10 Inducement fee agreement
10.1 As part of the negotiations between Bramlin and VOG on 19 September 2008 Bramlin and VOG entered into heads of agreement which contained provisions including a legally binding non-solicitation clause where the board of the Independent Bramlin Directors agreed that in the event Bramlin breaches the non-solicitation clause, it will pay VOG's costs in relation to the Proposal, up to a maximum of one per cent. of the value of the Offer and subject to the approval of the Panel.
10.2 Bramlin has also agreed that it will not solicit or initiate competing proposals and that it will inform VOG as soon as reasonably practicable if Bramlin becomes aware of a competing proposal.
10.3 Bramlin has also agreed with VOG that if it receives an approach relating to a competing offer which the Independent Bramlin Directors intend to recommend instead of the Proposal, it will notify VOG, as soon as practicable, of the terms of that competing proposal.
11 Lock-in arrangements
11.1 Lock-in deeds dated 11 November 2008 have been entered into between VOG, Strand Partners, Jefferies and each of the Bramlin Directors, key personnel of Bramlin and other significant Bramlin Shareholders other than Hydrocarbons Technologies Limited and William Kelleher (the "Locked-in Parties") who in total will hold 9.91 per cent. of the Enlarged VOG Share Capital, following the Scheme being implemented in accordance with its terms. Pursuant to the terms of these deeds, each of the Locked-in Parties have, subject to certain exceptions, undertaken that they shall not at any time prior to the first anniversary of the date of Admission, without the prior written consent of VOG and Strand Partners, dispose of any of the new VOG Shares acquired pursuant to the Scheme in which they are interested and any VOG Shares issued to them within the twelve month period following the date of Admission. These lock-in deeds also contain orderly market provisions which prevent any of the foregoing from disposing of any interests in such new VOG Shares except through Jefferies or through VOG's brokers from time to time for an additional period of six months.
11.2 Pursuant to the terms of a lock-in deed entered into on 11 November 2008 by Hydrocarbons Technologies Limited and William Kelleher (together the ''WK Locked-in Parties'') with VOG, Strand Partners and Jefferies, each of these WK Locked-in Parties have, subject to certain exceptions, undertaken that they shall not at any time during the six month period commencing on the date of Admission, without the prior written consent of VOG and, Strand Partners, dispose of any of the new VOG Shares acquired pursuant to the Scheme in which they are interested and any VOG Shares issued to them within the twelve month period following the date of Admission. The deed also contains orderly market provisions which prevent any of the foregoing from disposing of any interests in such new VOG Shares except through Jefferies or through VOG's brokers from time to time for an additional period of twelve months.
12 Taxation
12.1 A summary of the tax consequences of the Scheme is set out in Appendix IV to this Announcement. Such summary is intended as a general guide only and if you are in any doubt as to your tax position you should consult an appropriate independent professional adviser.
13 Actions to be taken to approve the Scheme
13.1 The Scheme and the Offer are each subject to the satisfaction or, where capable of waiver, the waiver of the Conditions set out in Appendix I of this Announcement. In order to be effective, the Scheme must, inter alia, be approved by a majority in number of Bramlin Shareholders as described in paragraph 13.3 below.
13.2 A Court Meeting is required to be held at the direction of the Court to seek the approval of Bramlin Shareholders for the Scheme. This meeting is to be held on 5 December 2008 at Suite 7, Provident House, Havilland Street, St Peter Port, Guernsey GY1 2QE at 10.00 a.m.. While you do not have to attend the Court Meeting to vote on the Proposal, your support is important to us. Therefore, I strongly urge you to vote on the Proposal by completing, signing and returning the form of proxy which will accompany the Scheme Document whether or not you intend to attend and vote in person.
13.3 At the Court Meeting the approval of a majority in number of those Bramlin Shareholders voting (in person or by proxy), representing at least 75 per cent. in value of the Bramlin Shares in respect of which votes are cast (either in person or by proxy) will be required. Once the necessary approval has been obtained, the Scheme will become effective upon sanction by the Court of the Scheme. If the Scheme becomes effective, it will be binding on all Bramlin Shareholders as at the Effective Date irrespective of whether, or how, they voted. Details of the conditions to the implementation of the Proposal and the Scheme are set out in Appendix I of this Announcement.
13.4 As at 11 November 2008 (being the last Business Day prior to the date of this Announcement), VOG held 1,902,627 Bramlin Shares representing approximately 1.4 per cent. of Bramlin's existing issued share capital. In addition, H J Resources Limited (which is wholly owned by a discretionary trust of which Kevin Foo and his wife are potential beneficiaries) holds 15,304,169 Bramlin Shares, representing approximately 11.29 per cent. of Bramlin's existing issued share capital. Any Bramlin Shares which are registered or beneficially owned by VOG (but not, for the avoidance of doubt, those in the name of HJ Resources Limited), at the Voting Record Time will be excluded from the definition of Bramlin Shares and will be precluded from voting at the Court Meeting. Whilst H J Resources Limited is entitled, as a matter of law, to vote at the Court Meeting, it has indicated that it does not intend to do so in respect of all of the Bramlin Shares registered in its name given Kevin Foo's position on the VOG board of directors. Further, VOG has agreed to procure that any member of the VOG Group which beneficially owns Bramlin Shares at the Voting Record Time, will not vote at the Court Meeting.
13.5 Bramlin Shareholders resident in, or citizens of, jurisdictions outside the UK should refer to paragraph 18 of this Announcement.
Alternative means of implementing the Offer
13.6 VOG has reserved the right to elect (with the consent of the Panel where necessary) to implement the Offer by way of a takeover offer, in which case additional documents will be despatched to Bramlin Shareholders. In such event, such a takeover offer will (unless otherwise agreed) be implemented on the same terms as far as applicable as those which would apply to the Scheme (subject to appropriate amendments including (without limitation) an acceptance condition of 90 per cent. (or such lesser percentage, being more than 50 per cent. as VOG may decide) of the shares to which the offer relates).
14 Independent Bramlin Directors
14.1 The Proposal has been considered by Jimmy Ford (Chief Executive Officer), Ernest Miller (Commercial Director), Alan Thomas (Finance Director), John Killer (Non-Executive Director), Colin Manderson (Non-Executive Director) and William Kelleher (Non-Executive Director), who, after consultation with Fox-Davies Capital, Bramlin's financial adviser, are considered as being the Independent Bramlin Directors.
14.2 As Kevin Foo is a Director of VOG, and therefore deemed to be interested in the Proposal, he is precluded from providing advice to Bramlin Shareholders on the terms of the Proposal and on any appropriate course of action. Accordingly, he has taken no part in the discussions of the Independent Bramlin Directors relating to the Scheme and the Proposal.
14.3 At the date of this Announcement William Kelleher is interested (directly and/or indirectly) in 400,000 Existing VOG Ordinary Shares, representing 0.14 per cent. of the issued share capital of VOG and 35,383,688 Bramlin Shares, representing 26.09 per cent. of the issued share capital of Bramlin. After consultation with Fox-Davies Capital, Bramlin's financial adviser it was confirmed that William Kelleher is not conflicted and is an Independent Bramlin Director, able to join in the unanimous recommendation of the Independent Bramlin Directors and vote the Bramlin Shares under his control.
15 Recommendation
15.1 The Independent Bramlin Directors, who have been so advised by Fox-Davies Capital, consider the Proposal to be fair and reasonable. In providing advice to the Independent Bramlin Directors, Fox-Davies Capital has taken into account the commercial assessments of the Independent Bramlin Directors.
15.2 Accordingly, the Independent Bramlin Directors unanimously recommend that Bramlin Shareholders vote in favour of the Scheme Resolution to be proposed at the Court Meeting as the Independent Bramlin Directors have irrevocably undertaken to do in respect of, in aggregate, 6,010,498 Bramlin Shares, in which they are interested, representing approximately 4.43 per cent. of the existing issued share capital of Bramlin.
16 Cancellation of admission of Bramlin Shares to trading on AIM
16.1 Application will be made to the London Stock Exchange for Bramlin Shares to be suspended from trading on AIM with effect from 7.00 a.m. on the day of the Court Hearing and no transfers of Bramlin Shares will be registered after this time. There will be no dealings in Bramlin Shares from this date. Prior to the Effective Date, an application will be made to the London Stock Exchange for the cancellation, subject to the Scheme becoming effective, of the Bramlin Shares, to admission to trading on AIM.
17 Admission of New VOG Shares to trading on AIM
17.1 Application will be made to the London Stock Exchange for the New VOG Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings on AIM (for normal settlement) will commence at 8.00 a.m. on the first Dealing Day after the Effective Date.
17.2 No application is being made for the New VOG Shares to be admitted to listing, or to be dealt in on, any exchange other than AIM.
17.3 Temporary documents of title will not be issued pending the dispatch, where applicable, by post of definitive certificates for New VOG Shares in accordance with the terms of the Scheme. Pending the issue of definitive certificates for the New VOG Shares, transfers will be certified against the register held by the Registrars.
18 Overseas Shareholders
18.1 The implications of the Proposal for Bramlin Shareholders resident in, or citizens of, jurisdictions outside the UK ("Overseas Shareholders") may be affected by the laws of the relevant jurisdiction. Overseas Shareholders should inform themselves about and observe any applicable requirements. It is the responsibility of each Overseas Shareholder to satisfy himself as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due to such jurisdiction.
18.2 It is the responsibility of Bramlin Shareholders who are citizens, residents or nationals of jurisdictions outside the United Kingdom to ensure that the correct rate of postage is paid before returning the Form of Proxy. If VOG is advised that the allotment and issue of New VOG Shares would infringe the laws of any jurisdiction outside the United Kingdom or would require VOG to observe any governmental or other consent or any registration, filing or other formality with which VOG is unable to comply or compliance with which VOG regards as unduly onerous, VOG may in its sole discretion determine that such VOG Shares shall not be allotted and issued to such holder but shall instead be allotted and issued to a nominee appointed by VOG as trustee and sold by the trustee at the best price reasonably obtainable with the net proceeds being remitted to the respective overseas Shareholder.
18.3 The distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore persons in such jurisdictions into whose possession this Announcement comes should inform themselves about and observe such restrictions. Any failure to comply with applicable restrictions may constitute a violation of securities laws of any such jurisdiction. The New VOG Shares to be issued pursuant to the Proposal have not been and will not be registered under the United States Securities Act of 1933 (as amended). Furthermore, the New VOG Shares have not been and will not be registered under any of the relevant securities laws of Canada, Australia, Japan or South Africa. Accordingly, the New VOG Shares may not be offered, sold, resold or delivered directly or indirectly in or into the United States, Canada, Australia, Japan or South Africa or any jurisdiction in which to do so is unlawful (except in compliance with applicable legislation). In any case where the issue of New VOG Shares would infringe the law of any foreign jurisdiction, or necessitate compliance with any special requirement, the Scheme provides that such shares may be issued to a nominee and then sold, with the net proceeds of sale being remitted to the relevant Overseas Shareholder.
18.4 This Announcement does not constitute an offer to sell or the solicitation of an offer to buy New VOG Shares or a solicitation of a vote or approval in any jurisdiction in which such offer or solicitation is unlawful. This Announcement has been prepared for the purposes of complying with Guernsey law, the City Code and all applicable rules and regulations of the UKLA and the London Stock Exchange (including 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 Guernsey.
Information for Bramlin Shareholders resident in or citizens of the United States
18.5 This Announcement is not an offer of securities for sale in the United States. The New VOG Shares, which will be issued in connection with the Offer, have not been, and will not be, registered under the US Securities Act or under the securities laws of any state, district or other jurisdiction of the United States and no regulatory clearance in respect of the New VOG Shares has been, or will be, applied for in any jurisdiction other than the United Kingdom. The New VOG Shares may not be offered or sold in the United States absent registration under the US Securities Act or pursuant to an exemption from the registration requirements. The New VOG Shares will be issued in reliance upon various securities' Section 3(a)(10) under the US Securities Act of 1933 and various exemptions of state law.
18.6 For purposes of qualifying for this exemption from the registration requirements of the US Securities Act, Bramlin and VOG will advise the Court that VOG intends to rely on the Section 3(a)(10) exemption based on the Court's sanctioning of the Scheme, which will be relied upon by VOG as an approval of the Scheme following a hearing on its fairness to Bramlin Shareholders. All Bramlin Shareholders are entitled to attend the hearing in person or through counsel to support or oppose the sanctioning of the Scheme, Notification of the hearing will have been given to all Bramlin Shareholders. Under applicable US securities laws, Bramlin Shareholders (whether or not US persons) who are or will be "affiliates" of Bramlin or VOG prior to, or of VOG after, the Effective Date may be subject to certain restrictions on the sale of the New VOG Shares received in connection with the Scheme, as discussed below.
18.7 New VOG Shares issued to a Bramlin Shareholder who is neither an "affiliate" (within the meaning of the US Securities Act), for the purposes of the US Securities Act, of Bramlin or VOG prior to the Effective Date, nor an affiliate of VOG after the Effective Date, would not be "restricted securities" under the US Securities Act and such New VOG Shares may be sold by such person in ordinary secondary market transactions without restriction under the US Securities Act. Persons who are affiliates of Bramlin or VOG prior to the Effective Date, or an affiliate of VOG after the Effective Date, may be subject to timing, manner of sale and volume restrictions on the sale of New VOG Shares received in connection with the Scheme under Rule 145(d) under the US Securities Act. Persons who may be deemed to be affiliates of VOG or Bramlin, as the case may be, include individuals who, or entities that, control, directly or indirectly, or are controlled by or are under common control with, VOG or Bramlin, as the case may be, and may include certain officers and directors of such company and such company's principal shareholders (such as a holder of more than 10 per cent. of the outstanding capital stock). Bramlin Shareholders who are affiliates, in addition to reselling their New VOG Shares in the manner permitted by Rule 145 under the US Securities Act, may also sell their New VOG Shares under any other available exemption under the US Securities Act, including Regulation S under the US Securities Act. Bramlin Shareholders who believe they may be affiliates for purposes of the US Securities Act should consult their own legal advisers prior to any sale of New VOG Shares received pursuant to the Scheme.
18.8 The New VOG Shares have not been and will not be listed on a US securities exchange or quoted on any inter-dealer quotation system in the United States. VOG does not intend to take any action to facilitate a market in New VOG Shares in the United States.
18.9 Neither the SEC nor any other US federal or state securities commission or regulatory authority has approved or disapproved of the New VOG Shares or passed an opinion on the adequacy or accuracy of this Announcement. Any representation to the contrary is a criminal offence in the United States.
18.10 The Offer is subject to the disclosure requirements and practices applicable in Guernsey and the United Kingdom to schemes of arrangement, which differ from the disclosure and other requirements of US securities laws.
18.11 Bramlin Shareholders who are citizens or residents of the United States or other jurisdictions outside the United Kingdom should consult their own legal and tax advisers with respect to the legal and tax consequences of the Scheme in their particular circumstances.
Information for Bramlin Shareholders resident in Australia
18.12 This Announcement is not an offer of securities for sale in the Commonwealth of Australia and has not been and will not be lodged with the Australian Securities and Investments Commission as a disclosure document under Chapter 6D of the Australian Corporations Act.
18.13 Accordingly New VOG Shares will be issued without disclosure for the purposes of the Corporations Act.
18.14 Bramlin does not assume any liability in respect of the requirements of the Australian Corporations Act as to the content of disclosure documents.
18.15 The New VOG Shares issued pursuant to the Scheme may not be offered for sale within Australia within 12 months after the issue of those shares, except in circumstances where disclosure to investors under Chapter 6D of the Australian Corporations Act would not be required. Chapter 6D is complex and you should consult your legal advisers if in any doubt regarding your position.
18.16 The information in this document is general information and is not financial product advice for the purposes of Chapter 7 of the Australian Corporations Act and has been prepared without taking into account your investment objectives, financial circumstances or particular needs. If you have any questions you should consult your legal, investment or other professional adviser.
19 Dealing Disclosure Requirements
19.1 Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in one per cent. (1 per cent.) or more of any class of "relevant securities" of Bramlin or VOG, all "dealings" in any such "relevant securities" (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3:30 p.m. (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the date of the Court Meeting or the date on which the Scheme is withdrawn (or, if applicable, on which the Proposal becomes or is declared unconditional as to acceptances or lapses or is otherwise withdrawn). If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Bramlin or VOG, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.
19.2 Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of Bramlin or VOG must be disclosed by no later than 12 noon (London time) on the Business Day following the date of the relevant transaction.
19.3 A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
19.4 "Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
19.5 Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to the application of Rule 8 to you, you should contact an independent financial adviser authorised pursuant to the Financial Services and Markets Act 2000, contact the Panel on +44 20 7382 9026 or consult the Panel's website at www.thetakeoverpanel.org.uk
20 Disclosure of Interests
Save for the 1,902,627 Bramlin Shares in which VOG is interested, the 1,096,381 Bramlin Shares in which Kevin Foo is interested, the 1,000,000 Bramlin Shares in which Grant Manheim is interested and the 1,000,000 Bramlin Shares in which George Donne is interested, no other director of VOG nor, so far as VOG is aware, any person acting in concert with VOG, owns or controls any Bramlin Shares or any securities convertible or exchangeable into Bramlin Shares or any rights to subscribe for or purchase the same, or holds any options (including traded options) in respect of, or has any option to acquire, any Bramlin Shares or has entered into any derivatives referenced to Bramlin Shares ("Relevant Securities") which remain outstanding, nor does any such person hold any short positions in relation to Relevant Securities (whether conditional or absolute and whether in the money or otherwise) including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery, nor does any such person have any arrangement in relation to Relevant Securities. For these purposes, "arrangement" includes any indemnity or option arrangement, any agreement or understanding, formal or informal, of whatever nature, relating to Relevant Securities which may be an inducement to deal or refrain from dealing in such securities.
21 General
21.1 The Offer will be subject to the requirements of the City Code and will be on the terms and subject to the Conditions set out herein and in Appendix I and to be set out in the Scheme Document and the Form of Election. The Scheme Document will include full details of the Scheme, together with notice of the Court Meeting and the expected timetable. It will be accompanied by a Form of Proxy for the Court Meeting.
21.2 In deciding whether or not to vote in favour of the Scheme in respect of their Bramlin Shares, Bramlin Shareholders should rely on the information contained in, and follow the procedures described in, the Scheme Document and the Form of Proxy.
21.3 In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, Bramlin confirms that, as at the date of this Announcement, Bramlin's issued share capital consisted of 135,555,265 ordinary shares of 1p each. The ISIN code for Bramlin's ordinary shares is GG00B1FT7S56.
21.4 In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, VOG confirms that, as at the date of this Announcement, VOG's issued share capital consisted of 284,506,801 ordinary shares of 0.5p each. The ISIN code for VOG's ordinary shares is GB00B01R0Y35.
Enquiries
Victoria Oil & Gas Plc
Robert Palmer / George Donne
+44 (0)20 7921 8820
Strand Partners Limited
(Financial Adviser to VOG)
Simon Raggett / Angela Peace
Tel: +44 (0) 20 7409 3494
Conduit PR
(PR Adviser to VOG)
Ed Portman / Jonathan Charles
Tel: +44 (0) 20 7429 6607
M: +44 (0)77333 63501
Bramlin Limited
Jim Ford / Alan Thomas
Tel: +1 713 523 6336/ +44 (0)20 7960 9629
Fox-Davies Capital Limited
(Financial Adviser to Bramlin)
Daniel Fox-Davies
Tel: +44 (0) 20 7936 5230
Zimmermann Adams International Limited
(Nominated Adviser to Bramlin)
Thilo Hoffman / Mira Shukanayeva
Tel: +44 (0) 20 7060 1760
22 Appendices
Appendix I sets out the Conditions to implementation of the Offer.
Appendix II sets out the bases and sources of information from which the financial calculations used in this Announcement have been derived.
Appendix III the definitions of terms used in this Announcement.
Appendix IV contains a summary of the tax consequences of the Scheme.
Strand Partners, which is authorised and regulated in the UK by the Financial Services Authority, is acting exclusively as financial adviser for VOG and no one else in connection with the Proposal and will not be responsible to anyone other than VOG for providing the protections afforded to clients of Strand Partners or for providing advice in relation to the Proposal or any other matters referred to in this Announcement.
Fox-Davies Capital, which is authorised and regulated in the UK by the Financial Services Authority, is acting exclusively as financial adviser for Bramlin and no one else in connection with the Proposal and will not be responsible to anyone other than Bramlin for providing the protections afforded to clients of Fox-Davies Capital or for providing advice in relation to the Proposal or any other matters referred to in this Announcement.
This Announcement has been approved on behalf of VOG by Strand Partners Limited for the purpose of section 21 of the Financial Services and Markets Act 2000. The principal place of business of Strand Partners Limited is 26 Mount Row, London W1K 3SQ.
The full terms and conditions of the Proposal will be set out in the Scheme Document. Bramlin Shareholders are advised to read carefully the formal documentation in relation to the Proposal once it has been despatched.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE, ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.
The distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this Announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.
The New VOG Shares have not been and will not be registered under the U.S. Securities Act, in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) and will be issued thereof. In addition, the New VOG Shares have not been and will not be registered under the securities laws of any state in the United States but will be issued in reliance on available exemptions from state law registration requirements. The New VOG Shares have not been approved or disapproved by the U.S. Securities and Exchange Commission, any State securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Scheme or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States.
The availability of the New VOG Shares to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located. Persons who are not resident in the United Kingdom should inform themselves of and observe any applicable requirements.
The issue of the New VOG Shares pursuant to the Scheme will not constitute an offer to the public requiring an approved prospectus under The Protection of Investors (Bailiwick of Guernsey) Law, 1987 (as amended) or any rules made thereunder, as amended or section 85 of the Financial Services and Markets Act 2000, as amended and, accordingly, this Announcement does not constitute a prospectus for these purposes and has not been approved by either the Guernsey Financial Services Commission nor the Financial Services Authority or by any other authority in any jurisdiction.
The statements contained herein are made as at the date of this Announcement, unless some other time is specified in relation to them, and service of this Announcement shall not give rise to any implication that there has been no change in the facts set forth herein since such date. Nothing contained in this Announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of Bramlin or VOG except where otherwise stated.
No person should construe the contents of this Announcement as legal, financial or tax advice but should consult their own advisers in connection with the matters contained herein.
The VOG Directors accept responsibility for all information contained in this Announcement insofar as it relates to the VOG Group, the VOG Directors, their respective immediate families, related trusts and persons connected with them and parties deemed to be acting in concert with VOG for the purposes of the City Code. To the best of the knowledge and belief of the VOG Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
The Bramlin Directors accept responsibility for all information contained in this Announcement other than the information for which only the Independent Bramlin Directors take responsibility as set out below, and the information for which the VOG Directors accept responsibility as stated above. To the best of the knowledge and belief of the Bramlin Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
The Independent Bramlin Directors accept responsibility for the recommendation and associated views and opinions in this Announcement. To the best of the knowledge and belief of the Independent Bramlin Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. Kevin Foo has a conflict of interest as a director of VOG and does not take responsibility for the views of the Independent Bramlin Directors on the Scheme.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Announcement contains certain forward-looking statements with respect to the expected timing of the Scheme, the expected effects on Bramlin of the Scheme, anticipated earnings enhancements, estimated cost savings and other synergies, potential strategic options, plans for and benefits of integration, estimated future growth, market position and all other statements in this Announcement other than statements of historical fact. Forward-looking statements include, without limitation, statements containing words such as "will", "may", "should", "continue", "aims", "believes", "expects", "estimates, "intends", "anticipates", "projects", "plans" or similar expressions. By their nature, forward-looking statements involve known or unknown risks and uncertainties because they relate to events and depend on circumstances that all occur in the future. Actual results may differ materially from those expressed in the forward-looking statements depending on a number of factors, including, but not limited to, the satisfaction of the conditions to the Scheme, future market conditions, the behaviour of other market participants, the level of customers' commercial activity and changes in the economic climate, Many of these risks and uncertainties relate to factors that Bramlin and VOG cannot control or estimate precisely, such as future market conditions and the behaviour of other market participants. The forward-looking statements contained in this Announcement are made as of the date hereof and Bramlin and VOG assume no obligation and do not intend publicly to update or revise these forward-looking statements, whether as a result of future events or new information or otherwise as required pursuant to applicable law.
INFORMATION FOR UNITED STATES SHAREHOLDERS
This Announcement is not an offer of securities for sale in the United States. The New VOG Shares, which will be issued in connection with the Offer, have not been, and will not be, registered under the US Securities Act or under the securities laws of any state, district or other jurisdiction of the United States and no regulatory clearance in respect of the New VOG Shares has been, or will be, applied for in any jurisdiction other than the United Kingdom. The New VOG Shares may not be offered or sold in the United States absent registration under the US Securities Act or an exemption from the registration requirements. The New VOG Shares will be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) of the U S Securities Act.
For purposes of qualifying for this exemption from the registration requirements of the US Securities Act, Bramlin and VOG will advise the Court that VOG intends to rely on this Section 3(a)(10) exemption based on the Court's sanctioning of the Scheme, following a hearing on its fairness to Bramlin Shareholders, at which hearing all Bramlin Shareholders are entitled to attend in person or through counsel to support or oppose the sanctioning of the Scheme, and with respect to which notification has been given to all Bramlin Shareholders. Under applicable US securities laws, Bramlin Shareholders (whether or not US persons) who are or will be "affiliates" of Bramlin or VOG prior to, or of VOG after, the Effective Date may be subject to restrictions on the sale of the New VOG Shares received in connection with the Scheme, as discussed below.
New VOG Shares issued to a Bramlin Shareholder who is neither an "affiliate" (within the meaning of the Securities Act), for the purposes of the Securities Act, of Bramlin or VOG prior to the Effective Date, nor an affiliate of VOG after the Effective Date, would not be "restricted securities" under the US Securities Act and such New VOG Shares may be sold by such person in ordinary secondary market transactions without restriction under the US Securities Act. Persons who are affiliates of Bramlin or VOG prior to the Effective Date, or an affiliate of VOG after the Effective Date, may be subject to timing, manner of sale and volume restrictions on the sale of New VOG Shares received in connection with the Scheme under Rule 145(d) under the US Securities Act. Persons who may be deemed to be affiliates of VOG or Bramlin, as the case may be, include individuals who, or entities that, control, directly or indirectly, or are controlled by or are under common control with, VOG or Bramlin, as the case may be, and may include certain officers and directors of such company and such company's principal shareholders (such as a holder of more than 10 per cent. of the outstanding capital stock). Bramlin Shareholders who are affiliates, in addition to reselling their New VOG Shares in the manner permitted by Rule 145 under the US Securities Act, may also sell their New VOG Shares under any other available exemption under the US Securities Act, including Regulation S under the US Securities Act. Bramlin Shareholders who believe they may be affiliates for purposes of the US Securities Act should consult their own legal advisers prior to any sale of New VOG Shares received pursuant to the Scheme.
The New VOG Shares have not been and will not be listed on a US securities exchange or quoted on any inter-dealer quotation system in the United States. VOG does not intend to take any action to facilitate a market in New VOG Shares in the United States.
Neither the SEC nor any other US federal or state securities commission or regulatory authority has approved or disapproved of the New VOG Shares or passed an opinion on the adequacy or accuracy of this Announcement. Any representation to the contrary is a criminal offence in the United States.
The Offer is subject to the disclosure requirements and practices applicable in Guernsey and the United Kingdom to schemes of arrangement, which differ from the disclosure and other requirements of US securities laws. The financial information included in this Announcement has been prepared in accordance with UK GAAP and/or International Financial Reporting Standards (as applicable) that may not be comparable to the financial statements of US companies. None of the financial information in this Announcement has been audited in accordance with auditing standards generally accepted in the United States or the auditing standards of the Public Company Accounting Oversight Board (United States).
Bramlin Shareholders who are citizens or residents of the United States or other jurisdictions outside the United Kingdom should consult their own legal and tax advisers with respect to the legal and tax consequences of the Scheme in their particular circumstances.
ENFORCEABILITY OF JUDGMENTS
VOG was incorporated in England and Wales under the Companies Act 1985 registered No. 5139892. All of the VOG Directors are citizens or residents of countries other than the United States. All of the assets of such persons and a substantial portion of the assets of the VOG Group are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon such persons or VOG, or to enforce against them judgments of US courts, including judgments predicated upon civil liabilities under the securities laws of the United States or any state or territory within the United States. There is substantial doubt as to the enforceability in Guernsey in original actions, or in actions for enforcement of judgments of US courts, based on the civil liability provisions of US federal securities laws.
US TREASURY CIRCULAR 230 NOTICE
To ensure compliance with requirements imposed by the IRS, you are hereby notified that any discussing of Federal tax issues contained or referred to in this Announcement (i) is written in connection with the promotion or marketing of the transaction or matters addressed herein, and (ii) is not intended or written to be used, and cannot be used by any taxpayer, for the purpose of avoiding US tax penalties. Each taxpayer should seek advice based on the taxpayer's particular circumstances from an independent tax adviser.
INFORMATION FOR AUSTRALIAN SHAREHOLDERS
This Announcement does not constitute an offer of securities for sale requiring disclosure under the Corporations Act (2001) (Cth of Australia) and does not constitute a prospectus for these purposes. As such, this Announcement has not been lodged or registered with the Australian Securities and Investments Commission.
APPENDIX I
CONDITIONS TO IMPLEMENTATION OF THE PROPOSAL
The Offer is conditional upon the Scheme becoming unconditional and becoming effective by not later than 31 January 2009 or such later date (if any) as Bramlin and VOG may agree and the Court may allow.
1 The Offer is conditional upon:
1.1 the approval by a majority in number representing 75 per cent. in value of the holders of Bramlin Shares present and voting, either in person or by proxy, at the Court Meeting;
1.2 the Court Sanction being obtained;
1.3 VOG Shareholders approving at a general meeting an increase in VOG's authorised share capital and authorising the VOG Directors to allot the new share capital; and
1.4 permission being granted for the admission of the New VOG Shares to trading on AIM in accordance with the AIM Rules or (if VOG so determines and subject to the consent of the Panel) the London Stock Exchange agreeing to admit such shares to trading on AIM subject only to the allotment of such shares.
2 Bramlin and VOG have agreed that, subject to the provisions of paragraph 3 below, the Court Sanction will only be sought if the following conditions are satisfied or waived:
2.1 Authorisations
(a) all authorisation in any jurisdiction necessary for or in respect of the Offer, its implementation or any acquisition of any shares in, or control of, Bramlin or any other member of the Wider Bramlin Group by any member of the Wider VOG Group having been obtained in terms and in a form satisfactory to VOG acting reasonably from any relevant person or from any person or body with whom any member of the Wider Bramlin Group has entered into contractual arrangements and all such authorisations remaining in full force and effect and there being no intimation of any intention to revoke or not renew the same; and
(b) all authorisations necessary to carry on the business of any member of the Wider Bramlin Group remaining in full force and effect and there being no notification of any intention to revoke or not to renew the same; and
(c) all necessary filings having been made and all applicable waiting and other periods having expired, lapsed or been terminated and all applicable statutory or regulatory obligations in any jurisdiction in respect of the Offer having been complied with.
2.2 Regulatory intervention
No relevant person having taken, instituted, implemented or threatened any legal proceedings, or having required any action to be taken or otherwise having done anything or having enacted, made or proposed any statute, regulation, order or decision or taken any other step and there not continuing to be outstanding any statute, regulation, order or decision that would or might reasonably be expected to (in each case to an extent which is material and adverse in the context of the Wider Bramlin Group):
(a) make the Offer, its implementation or the acquisition or proposed acquisition of any shares in, or control or management of, the Wider Bramlin Group by VOG illegal, void or unenforceable; or
(b) otherwise directly or indirectly prevent, prohibit or otherwise restrict, restrain, delay or interfere with the implementation of, or impose additional conditions or obligations with respect to or otherwise challenge or require amendment of, the Offer or the proposed acquisition of Bramlin by VOG or any acquisition of shares in Bramlin by VOG; or
(c) refer the Scheme (or any matter arising from it) to the Competition Commission; or
(d) require, prevent or delay the divestiture by VOG of any shares or other securities in Bramlin; or
(e) impose any limitation on the ability of any member of the Wider VOG Group or any member of the Wider Bramlin Group to acquire or hold or exercise effectively, directly or indirectly, any rights of ownership of shares or other securities or the equivalent in any member of the Wider Bramlin Group or management control over any member of the Wider Bramlin Group; or
(f) require, prevent or delay the disposal by VOG or any member of the Wider VOG Group, or require the disposal or alter the terms of any proposed disposal by any member of the Wider Bramlin Group, of all or any part of their respective businesses, assets or properties or impose any limitation on the ability of any of them to conduct their respective businesses or own their respective assets or properties; or
(g) (save as required pursuant to the Offer) require any member of the Wider VOG Group or of the Wider Bramlin Group to offer to acquire any shares or other securities (or the equivalent) in any member of the Wider Bramlin Group owned by any third party (in each case, other than in implementation of the Offer); or
(h) impose any limitation on the ability of any member of the Wider VOG Group or the Wider Bramlin Group to integrate or co-ordinate its business, or any part of it, with the businesses or any part of the businesses of any other member of the Wider VOG Group and/or the Wider Bramlin Group; or
(i) result in any member of the Wider VOG Group or the Wider Bramlin Group ceasing to be able to carry on business under any name under which it presently does so; or
(j) otherwise materially and adversely affect any or all of the businesses, assets or financial condition of any member of the Wider VOG Group or the Wider Bramlin Group;
and all applicable waiting and other time periods during which any such relevant person could institute or implement or threaten any legal proceedings having expired, lapsed or been terminated.
2.3 Consequences of the Offer
Save as Disclosed, there being no provision of any agreement to which any member of the Wider Bramlin Group is a party, or by or to which any such member, or any part of its assets, may be bound, entitled or subject, which as a consequence of the Offer or of the acquisition or proposed acquisition of all or any part of the issued share capital of, or change of control or management of, Bramlin or any other member of the Bramlin Group would or could reasonably be expected to result in (in each case to an extent which is material and adverse in the context of the Wider Bramlin Group):
(a) any material assets or interests of any member of the Wider Bramlin Group being or falling to be disposed of or charged in any way or ceasing to be available to any member of the Wider Bramlin Group or any rights arising under which any such asset or interest could be required to be disposed of or charged in any way or could cease to be available to any member of the Wider Bramlin Group; or
(b) any monies borrowed by, or other indebtedness (actual or contingent) of, or any grant available to, any member of the Wider Bramlin Group being or becoming repayable or capable of being declared repayable immediately or earlier than the repayment date stated in such agreement or the ability of such member of the Wider Bramlin Group to incur any such borrowing or indebtedness becoming or being capable of becoming withdrawn, inhibited or prohibited; or
(c) any such agreement or the rights, liabilities, obligations or interests of any such member under it being or becoming capable of being terminated or materially and adversely modified or affected or any onerous obligation arising or any material adverse action being taken under it; or
(d) the interests or business of any such member in or with any third party (or any arrangements relating to any such interests or business) being terminated or becoming capable of being terminated or adversely modified or affected; or
(e) the financial or trading position or prospects or value of any member of the Wider Bramlin Group being materially prejudiced or materially adversely affected; or
(f) the creation of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider Bramlin Group or any such security (whenever arising or having arisen) becoming enforceable or being enforced; or
(g) the creation of actual or contingent liabilities by any member of the Wider Bramlin Group; or
(h) the ability of any member of the Bramlin Group to carry on its business being materially and adversely affected,
and no event having occurred which, under any provision of any such agreement or arrangement to which any member of the Wider Bramlin Group is a party, or by or to which any such member, or any of its assets, may be bound, entitled or subject, could result in any of the events or circumstances as are referred to in sub-paragraphs (a) to (h) inclusive.
2.4 No corporate action taken since the Accounting Date
Since the Accounting Date, save as otherwise Disclosed or pursuant to transactions in favour of Bramlin or a wholly-owned subsidiary of Bramlin, no member of the Wider Bramlin Group having:
(a) issued or agreed to issue or authorised or proposed the issue or grant of additional shares of any class or securities convertible into or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities (save pursuant to the issue of Bramlin Shares on the exercise of Bramlin Options); or
(b) redeemed, purchased, repaid or reduced or announced the redemption, purchase, repayment or reduction of any part of its share capital or made or announced the making of any other change to its share capital; or
(c) recommended, declared, paid or made or proposed to recommend, declare, pay or make any dividend, bonus issue or other distribution whether payable in cash or otherwise other than dividends lawfully paid to Bramlin or wholly owned subsidiaries of Bramlin; or
(d) (save for transactions between two or more wholly owned members of the Bramlin Group) merged or demerged with or from, or acquired, any body corporate or authorised or proposed or announced any intention to propose any such merger or demerger; or
(e) other than in the ordinary course of business acquired or disposed of, transferred, mortgaged or charged, or created or granted any security interest over, any material assets (including shares and trade investments) or authorised or proposed or announced any intention to propose any acquisition, disposal, transfer, mortgage, charge or creation or grant of any security interest; or
(f) (save for transactions between two or more wholly owned members of the Bramlin Group) issued or authorised or proposed the issue of any debentures or incurred or increased borrowings, indebtedness or liability (actual or contingent); or
(g) entered into or varied, or authorised or proposed the entry into or variation of, or announced its intention to enter into or vary, any transaction, arrangement, contract or commitment (whether in respect of capital expenditure or otherwise) which is material and of a long term, onerous or unusual nature or magnitude or which is restrictive to the existing business of any member of the Wider Bramlin Group or which is not in the ordinary course of business; or
(h) entered into, implemented, effected, authorised or proposed or announced its intention to enter into, implement, effect, authorise or propose any material contract, reconstruction, amalgamation, scheme, commitment or other transaction or arrangement otherwise than in the ordinary course of business; or
(i) waived or compromised any material claim (other than in the ordinary course of business); or
(j) entered into or varied or made any offer (which remains open for acceptance) to enter into or vary the terms of any material contract with any of the directors or senior executives of Bramlin or any of the directors or senior executives of any other member of the Wider Bramlin Group; or
(k) taken or proposed any corporate action or had any legal proceedings instituted or threatened against it or petition presented for its winding-up (voluntary or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any of its assets and revenues or for any analogous proceedings or steps in any jurisdiction or for the appointment of any analogous person in any jurisdiction; or
(l) been unable, or admitted in writing that it is unable, to pay its debts or has stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business; or
(m) made any material alteration to its memorandum or articles of association, or other incorporation documents; or
(n) entered into any agreement or passed any resolution or made any offer (which remains open for acceptance) or proposed or announced any intention with respect to any of the transactions, matters or events referred to in this condition 2(d).
2.5 Other events since the Accounting Date
In the period since the Accounting Date, save as Disclosed:
(a) no litigation or arbitration proceedings, prosecution, investigation or other legal proceedings having been announced, instituted, threatened or remaining outstanding by, against or in respect of, any member of the Wider Bramlin Group or to which any member of the Wider Bramlin Group is or may become a party (whether as claimant, defendant or otherwise) which in any case, would be likely to have a material adverse effect on the financial position of the Wider Bramlin Group;
(b) no material adverse change or deterioration having occurred in the business or assets or financial or trading position, assets, or profits of any member of the Wider Bramlin Group;
(c) no enquiry or investigation by, or complaint or reference to, any relevant person against or in respect of any member of the Wider Bramlin Group having been threatened, announced, implemented or instituted or remaining outstanding by, against or in respect of, any member of the Wider Bramlin Group which, in any case, would be likely to have a material adverse effect on the financial position of the Wider Bramlin Group; or
(d) no contingent or other liability having arisen or become apparent or increased which, in any case, would be likely to have a material adverse effect on the financial position of the Wider Bramlin Group.
2.6 Other issues
Save as Disclosed, VOG not having discovered that (in each case to an extent which is material and adverse in the context of the Wider Bramlin Group):
(a) the financial, business or other information disclosed at any time by any member of the Wider Bramlin Group, whether publicly or in the context of the Offer either contained a material misrepresentation of fact or omitted to state a fact necessary to make the information disclosed not misleading in any material respect; or
(b) any contingent liability disclosed in such disclosed information would or might materially and adversely affect, directly or indirectly, the business or profits of the Wider Bramlin Group taken as a whole; or
(c) any information disclosed at any time by or on behalf of any member of the Wider Bramlin Group is or becomes incorrect in any material respect; or
(d) there has been a disposal, spillage or leakage of waste or hazardous substance or any substance likely to impair the environment or harm human health on, or there has been an emission or discharge of any waste or hazardous substance or any substance likely to impair the environment or harm human health from, any land or other asset now or previously owned, occupied or made use of by any past or present member of the Wider Bramlin Group which in each case would be reasonably likely to give rise to any liability (whether actual or contingent, civil or criminal) or cost on the part of any member of the Wider Bramlin Group; or
(e) any past or present member of the Wider Bramlin Group has failed to comply with any and/or all applicable legislation or regulations of any relevant jurisdiction with regard to the use, treatment, handling, storage, transport, disposal, spillage, release, discharge, leak or emission of any waste or hazardous substance or any substance reasonably likely to impair the environment or harm human health or animal health or otherwise relating to environmental matters, or that there has otherwise been any such use, treatment, handling, storage, transport, disposal, spillage, release, discharge, leak or emission (whether or not it constituted a non-compliance by any member of the Wider Bramlin Group with any such legislation or regulations, and wherever the same may have taken place) any of which use, treatment, handling, storage, transport, disposal, spillage, release, discharge, leak or emission would be reasonably likely to give rise to any liability (actual or contingent, civil or criminal) or cost on the part of any member of the Wider Bramlin Group.
3 General
3.1 VOG reserves the right to waive all or any of the conditions contained in paragraphs 2.1 to 2.6 above inclusive, in whole or in part.
3.2 VOG shall be under no obligation to waive or treat as fulfilled any of the conditions in paragraph 2 of this Appendix I earlier than the date of the Court Sanction of the Scheme notwithstanding that the other conditions of the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such conditions may not be capable of fulfilment or waiver. If VOG is required by the Panel to make an offer for Bramlin Shares under the provisions of Rule 9 of the City Code, VOG may make such alterations to the conditions as may be necessary to comply with the provisions of that Rule.
3.3 The Offer will be governed by Guernsey law. The rules of the City Code and the Court will, so far as they are appropriate, apply to the Offer.
APPENDIX II
BASES AND SOURCES OF INFORMATION
In this Announcement:
(a) unless otherwise stated, financial information relating to Bramlin has been extracted from the reports and accounts of Bramlin for the period ended 31 December 2007 or from the unaudited interim results for the six months ended 30 June 2008;
(b) unless otherwise stated, financial information relating to VOG has been extracted from the reports and accounts of VOG for the years ended 31 May 2007 and 31 May 2008;
(c) all prices quoted for Bramlin Shares and premium/discount implied by the Offer price per Bramlin Share are calculated based on Closing Prices and are derived from the Daily Official List;
(d) the calculation of the value of the issued share capital of Bramlin is based upon 135,555,265 Bramlin Shares in issue on 11 November 2008 (according to the records of Bramlin);
(e) all prices quoted for VOG Shares and premium/discount implied by the Offer price per Bramlin Share are calculated based on Closing Prices and are derived from the Daily Official List; and
(f) the proportion of the enlarged share capital of VOG to be issued to the Bramlin Shareholders is based on a total of 284,506,801 VOG Shares in issue on 11 November 2008 (according to the records of VOG).
APPENDIX III
DEFINITIONS
The following definitions apply throughout this Announcement, unless the context requires otherwise:
| "Accounting Date" | 31 December 2007; |
| "Admission" | admission of the New VOG Shares to trading on AIM becoming effective in accordance with the AIM Rules; |
| "AIM" | AIM, a market operated by the London Stock Exchange; |
| "AIM Rules" | rules published by the London Stock Exchange governing, inter alia, admission to AIM and the continuing obligations of companies admitted to AIM, as amended from time to time; |
| "Announcement" | this announcement of the Proposal dated 12 November 2008; |
| "Annual Report" | the report and accounts of Bramlin for the period ended 31 December 2007; |
| "Australian Corporations Act" | the Corporations Act (2001) (Cth of Australia); |
| "authorisations" | authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals; |
| "Blackwatch" | Blackwatch Petroleum Services Limited; |
| "Board" | the board of VOG or the board of Bramlin as the context requires; |
| "Bonus Shares Deed" | a deed of waiver and undertaking signed on 11 November 2008 by Bramlin, Jimmy Ford, Ernest Miller, Robert Hull, Rosemount International Limited and VOG; |
| "Bramlin" | Bramlin Limited, a company incorporated and registered in Guernsey under the Guernsey Companies Law with registered number 44778; |
| "Bramlin Director" | a director of Bramlin at the date of this Announcement; |
| "Bramlin Group" | Bramlin and its subsidiary undertakings; |
| "Bramlin Shareholder(s)" | holders of Bramlin Shares; |
| "Bramlin Shares" | (i) the existing unconditionally issued ordinary shares of 1p each in the capital of Bramlin; and (ii) any further such shares which are issued after the date of this Announcement and before the Voting Record Time; and (iii) any further such shares issued at or after the Voting Record time and before the making of the Order either on terms that the original or any subsequent holder thereof shall be bound by the Scheme or in respect of which the holder shall have agreed in writing by such time to be bound by the Scheme, but excluding the Excluded Shares; |
| "Bramlin Warrants" | a warrant over 700,000 new Bramlin Shares granted by Bramlin to Strand Partners on 11 December 2008, each warrant with an exercise price of 18.5 pence, and exercisable for a period of five years from 11 December 2007; |
| "Business Day" | means a day, other than Saturday or Sunday or public holiday of the United Kingdom or Guernsey, when the clearing banks in the City of London are open for business |
| "Closing Price" | the middle market quotation of one Bramlin Share and/or of one VOG Share as the context requires as derived from the Daily Official List published by the London Stock Exchange; |
| "Code" or "City Code" | the City Code on Takeovers and Mergers as from time to time interpreted by the Panel; |
| "Concession" | the concession contract between the Government of Cameroon and RDL and RSM for the exploration, development and production of Hydrocarbons in the Logbaba Field, signed on 31 May 2001 and published by Presidential decree on 20 August 2002; |
| "Concession Parties" | RSM and RDL; |
| "Conditions" | the conditions to the implementation of the Proposal (including the Scheme) set out in Appendix I of this Announcement; |
| "Consideration" | the New VOG Shares to be issued to the Bramlin Shareholders pursuant to the Scheme; |
| "Court" | Royal Court of Guernsey; |
| "Court Hearing" | the hearing by the Court of the petition to sanction the Scheme; |
| "Court Meeting" | the meeting of Bramlin Shareholders convened by order of the Court pursuant to section 110 of the Companies (Guernsey) Law, 2008 to consider and, if thought fit, approve the Scheme, including any adjournment thereof; |
| "Court Order" or "Scheme Court Order" | the order of the Court sanctioning the Scheme under section 110 of the Companies (Guernsey) Law, 2008; |
| "Court Sanction" | the sanction (with or without modification) of the Scheme and confirmation of the reduction of capital of Bramlin in accordance with the terms of the Scheme by the Court; |
| "Daily Official List" | the Daily Official List of the London Stock Exchange; |
| "Dealing Day" | a day on which the London Stock Exchange is open for business in the trading of securities admitted to AIM; |
| "Deed of Assignment" | a deed of assignment dated 9 August 2006 under which RSM assigned to RDL the Logbaba Participating Interest in accordance with the Farm-in Agreement; |
| "Deferred Bonus Shares" | 3,750,000 new Bramlin Shares proposed to be issued pursuant to the service agreements of Bramlin directors Jimmy Ford and Ernest Miller (as well as some key personnel), upon receipt by RDL of an Exploitation Authorisation satisfying the specified criteria in the RDL Acquisition Agreement; |
| "Deferred Bonus VOG Shares" | 4,575,000 new VOG Shares to be issued pursuant to the terms of the Bonus Shares Deed to Jimmy Ford, Ernest Miller and other parties; |
| "Deferred Consideration Shares" | 24,062,134 new Bramlin Shares proposed to be issued pursuant to the RDL Acquisition Agreement, upon receipt by RDL of an Exploitation Authorisation satisfying the specified criteria in the RDL Acquisition Agreement; |
| "Deferred Shares Deed" | a deed of waiver and undertaking signed on 11 November 2008 by, inter alia, Bramlin, Archidona Minerales S.A., HJ Resources Limited and Hydrocarbons Technologies Ltd and VOG; |
| "Deferred VOG Consideration Shares" | 29,355,803 new VOG Shares proposed to be issued pursuant to the terms of the Deferred Shares Deed; |
| "Disclosed" | (i) as disclosed in the Annual Report, (ii) as publicly announced by Bramlin (through a Regulatory Information Service) prior to the date of this Announcement, (iii) as disclosed in this Announcement, or (iv) as otherwise fairly disclosed in writing (including facsimile) to VOG or its advisers by or on behalf of Bramlin prior to the date of this Announcement; |
| "Effective Date" | the date on which the Scheme becomes effective in accordance with its terms; |
| "Enlarged Group" | the VOG Group as enlarged by the Proposal; |
| "Enlarged VOG Share Capital" | the issued share capital of VOG as enlarged by the issue of the New VOG Shares; |
| "Euroclear" | Euroclear UK & Ireland Limited; |
| "Excluded Shares" | any Bramlin Shares beneficially owned by or registered in the name of any member of the VOG Group; |
| "Existing VOG Ordinary Shares" | the VOG Shares in issue at the date of this Announcement; |
| "Exploitation Authorisation" | an exploitation permit granted pursuant to the Concession; |
| "Falcon" | Falcon Petroleum Limited; |
| "Farm-in Agreement" | a farm-in agreement between RSM and RDL dated 6 December 2005; |
| "Form of Proxy" | the form of proxy for use by Bramlin Shareholders in connection with the Court Meeting; |
| "Former RDL Shareholders" | each of Archidona Minerales S.A., HJ Resources Limited and Hydrocarbons Technologies Ltd; |
| "Fox-Davies Capital" | Fox-Davies Capital Limited, Bramlin's financial adviser; |
| "FSA" | the UK Financial Services Authority; |
| "FSU" | Former Soviet Union; |
| "GeoDynamics" | GeoDynamics Research s.r.l; |
| "Guernsey Companies Law" | the Companies (Guernsey) Law, 2008, as amended from time to time; |
| "Hearing Date" | the date on which the Order is made; |
| "IFRS" | International Financial Reporting Standards; |
| "Independent Bramlin Directors" | the directors of Bramlin other than Kevin Foo who is also a director of VOG; |
| "Independent VOG Directors" | the directors of VOG other than Kevin Foo who is also a director of Bramlin; |
| "Inducement Fee" | up to a maximum of one per cent. of the value of the Offer; |
| "Jefferies" | Jefferies International Limited, VOG's broker, |
| "Kemerkol" | the Kemerkol Oil Field located in the Atyrau Oblast of Western Kazakhstan; |
| "Letter of Extension" | the letter of extension from the Government of the Republic of Cameroon dated 18 July 2008 extending the Logbaba Exploration Permit until midnight on 19 February 2008; |
| "Logbaba Exploration Permit" | means exploration permit PH-79 for oil and gas exploration at the Logbaba Field; |
| "Logbaba Field" | the Logbaba natural gas and condensate field in Douala, Cameroon; |
| "Logbaba Operating Agreement" | an operating agreement between RSM and RDL dated 6 December 2005; |
| "Logbaba Operating Committee" | the operating committee appointed and governed under the Logbaba Operating Agreement with the responsibility for operations on the Logbaba Field under the Logbaba Exploration Permit; |
| "Logbaba Participating Interest" | RDL's 60 per cent interest in the Concession granted to RDL by RSM under the Farm-in Agreement and the Deed of Assignment; |
| "London Stock Exchange" | London Stock Exchange plc; |
| "Ministry" | the Cameroon Government Ministry of Industry, Mines and Technological Development; |
| "New VOG Shares" | the new VOG Shares proposed to be issued by VOG (credited as fully paid) as consideration under the Proposal; |
| "New VOG Warrants" | a warrant to subscribe for 854,000 VOG Shares upon the terms of the Strand Deed; |
| "Offer" | the offer by VOG for the entire issued share capital and to be issued share capital of Bramlin not already owned by or contracted to be acquired by VOG, or its associates, to be implemented by way of the Scheme and the other matters to be considered at the Court Meeting (if any) or, in VOG's discretion, with the consent of the Panel, by way of a takeover offer; |
| "Offer Period" | the period from 23 September 2008 until the Effective Date; |
| "Overseas Shareholders" | Bramlin Shareholders resident in, or national or citizens of, jurisdictions outside the UK; |
| "Panel" | the Panel on Takeovers and Mergers; |
| "Petroleum Code" | Law no. 99/013 of December 22, 1999 constituting the Petroleum Code of the Republic of Cameroon, as amended; |
| "Proposal" | the proposed acquisition of all of the issued and to be issued ordinary share capital of Bramlin by VOG by means of the Scheme; |
| "RDL" | Rodeo Development Limited, a company incorporated in the British Virgin Islands with company registration number 675471; |
| "RDL Acquisition" | the acquisition by Bramlin of 100 per cent. of the issued share capital of RDL in accordance with the terms of the RDL Acquisition Agreement; |
| "RDL Acquisition Agreement" | the acquisition agreement dated 21 November 2007 between Bramlin and the RDL Vendors pursuant to which Bramlin acquired the RDL Shares; |
| "RDL Consideration Shares" | 94,079,512 Bramlin Shares issued to the RDL Vendors and other parties under the RDL Acquisition Agreement; |
| "RDL Shares" | means the entire issued share capital of RDL acquired by Bramlin from some of the RDL Vendors in accordance with the RDL Acquisition Agreement; |
| "RDL Vendors" | each of Archidona Minerals S.A., HJ Resources Limited, Hydrocarbons Technologies Ltd, Kevin Foo, Jim Ford and William Kelleher; |
| "Registrars" | Capita Registrars Guernsey Limited; |
| "Regulatory Information Service" | any of the services on the list of Regulatory Information Services maintained by the FSA; |
| "RPS Energy" | RSP Energy Limited; |
| "RRI" | Rodeo Resources Inc; |
| "RR" | Russian Roubles; |
| "RSM" | RSM Production Corporation, a company incorporated under the laws of the State of Texas with company registration number 1384772; |
| "Scheme" | the proposed scheme of arrangement under section 105 of the Companies (Guernsey) Law, 2008 between Bramlin and Bramlin Shareholders, with or subject to any modification or addition thereto or condition approved or imposed by the Court and agreed by Bramlin and VOG; |
| "Scheme Document" | the circular sent to Bramlin Shareholders relating to the Proposal; |
| "Scheme Record Time" | 6.00 pm on the Dealing Day immediately preceding the Hearing Date; |
| "Scheme Resolution" | the resolution of Bramlin Shareholders at the Court Meeting approving the Scheme; |
| "SEC" | The United States Securities and Exchange Commission; |
| "SNH" | Societe Nationale des Hydrocarbures, the national oil company of Cameroon; |
| "Strand Deed" | a deed of waiver and undertaking dated 11 November 2008 between Strand Partners, Bramlin and VOG; |
| "Strand Partners" | Strand Partners Limited, the nominated adviser of VOG (and former nominated adviser of Bramlin), authorised and regulated by the Financial Services Authority, and incorporated in England with company registration number 2780169; |
| "UK" or "United Kingdom" | the United Kingdom of Great Britain and Northern Ireland; |
| "US" or "United States" | the United States of America, its territories and possessions, any state of the United States and the District of Columbia; |
| "UK Companies Act" | UK Companies Act 1985 (as amended) and the UK Companies Act 2006; |
| "UKLA" | the United Kingdom Listing Authority; |
| "US Securities Act" | the United States Securities Act of 1933, as amended; |
| "VECA" | Victoria Energy Central Asia LLP; |
| "VOG" | Victoria Oil & Gas Plc, a company incorporated and registered in England and Wales with registered number 5139892; |
| "VOG Director" | a director of VOG at the date of this Announcement; |
| "VOG Group" | VOG and its subsidiary undertakings; |
| "VOG Shareholder(s)" | holders of VOG Shares; |
| "VOG Shares" | ordinary shares 0.5 pence (£0.005) each in the capital of VOG; |
| "Voting Record Time" | in relation to the Court Meeting 6.00 pm on 3 December 2008 or, if either the Court Meeting or is adjourned, 48 hours before the time set for any such adjourned meeting; |
| "West Medvezhye" | the West Medvezhye gas field and gas condensate, West Siberian, Russia; |
| "Wider VOG Group" | VOG and its subsidiary undertakings, associated undertakings and any other undertaking in which VOG and/or such undertakings (aggregating their interest) have a significant interest; |
| "Wider Bramlin Group" | Bramlin and its subsidiary undertakings, associated undertakings and any other undertaking in which Bramlin and/or such undertakings (aggregating their interest) have a significant interest. |
| "Zimmerman Adams" | Zimmerman Adams International Limited, Bramlin's nominated adviser |
4 All references to legislation in this Announcement are to Guernsey law unless the contrary is indicated. All references to time in this Announcement are to London time unless the contrary is indicated.
5 Any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof.
6 Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender.
APPENDIX IV
THE DISCUSSION BELOW IS A GENERAL SUMMARY. IT DOES NOT COVER ALL TAX MATTERS THAT MAY BE IMPORTANT TO A BRAMLIN SHAREHOLDER. EACH BRAMLIN SHAREHOLDER SHOULD CONSULT HIS OR HER OWN TAX ADVISER ABOUT THE TAX CONSEQUENCES OF AN EXCHANGE OF BRAMLIN SHARES AND OWNERSHIP AND DISPOSITION OF VOG SHARES UNDER THE BRAMLIN SHAREHOLDERS' OWN CIRCUMSTANCES.
The following paragraphs set out below summarise the UK, Guernsey and US taxation treatment of Bramlin Shareholders under the Scheme. They are based on current legislation and the practice of HM Revenue & Customs, the Administrator of Taxes in Guernsey and US Authorities at the date of this document and summarise certain limited aspects of the United Kingdom, Guernsey and US taxation treatment of the Proposal. They are intended as a general guide and apply to Bramlin Shareholders who are individuals and resident or ordinarily resident for tax purposes in the UK, Guernsey and/or US (as appropriate) and who hold Bramlin Shares as an investment (and not as securities to be realised in the course of a trade) and who are the absolute beneficial owners of those shares. The comments below may not apply to certain classes of persons such as dealers, persons holding Bramlin Shares in a personal equity plan (a PEP) or individual savings accounts (an ISA), companies or trustees of certain trusts. They further assume that holders of Bramlin Shares do not hold Bramlin Shares and will not hold Bramlin Shares in a depositary receipt scheme or clearance services scheme.
No advice has been obtained in relation to the tax implications of the Scheme for Bramlin Shareholders resident in, or citizens of Australia. Such Bramlin Shareholders are strongly advised to seek their own independent advice from a professional adviser.
Any person in any doubt as to their taxation position is strongly advised to consult an independent professional adviser immediately.
United Kingdom
The following paragraphs, assume, save where specifically mentioned, that the relevant Bramlin Shareholder is resident and, if an individual, ordinarily resident and domiciled in the UK.
UK taxation of chargeable gains
1. In the event that the Scheme becomes effective in accordance with its terms, the transfer of Bramlin shares to VOG in consideration of the issue of new shares in VOG to Bramlin shareholders will not be a disposal for UK capital gains tax purposes where investors own less than 5 per cent. of the issued shares of Bramlin. The VOG shares would be treated as the same asset for UK capital gains tax purposes as the original Bramlin Shares. For all shareholders who on their own or together with connected parties own more than 5 per cent. his tax treatment is subject to tax clearance from HM Revenue and Customs that the transaction is being undertaken for bona fide commercial purposes and does not form part of a scheme of arrangement that is aimed at avoiding capital gains tax or corporation tax. Clearance has been requested but not yet obtained from HM Revenue and Customs.
2. If clearance is obtained and in the event that the Scheme becomes effective in accordance with its terms, to the extent that VOG Shares are issued as consideration to Bramlin Shareholders, there will be no disposal for the purpose of UK taxation on chargeable gains. The VOG Shares would be treated as being acquired at the time and for the same cost as the original Bramlin Shares that they are replacing.
3. If clearance is not obtained a disposal for the purposes of UK taxation would arise in respect of shareholdings of more than 5 per cent. The Bramlin Shares would be treated as being disposed of on the date that the transfer takes place. The proceeds would be the market value of the VOG shares at that date. The Bramlin Shareholders would therefore be subject to capital gains tax on the difference between market value of the VOG shares received and their original cost of their Bramlin Shares.
Entrepreneur's Relief
4. The standard UK capital gains rate applicable to gains arising from 3 above will be 18 per cent., subject to annual exemptions, losses etc.
5. The standard UK capital gains rate applicable to gains arising from the future disposal sale of VOG shares will be 18 per cent., subject to annual exemptions, losses etc.
6. Entrepreneurs relief which applies to accumulated gains up to £1,000,000 (one million pounds) may be available to reduce taxation on the gain referred to in either paragraph 4 or 5 to an effective rate of 10 per cent. for certain shareholders who are employees or officeholders of a trading company or holding company of a trading group and who own at least 5 per cent. of the ordinary share capital of the company and can exercise at least 5 per cent. of the voting rights by virtue of that holding and who have held the shares for 12 months at the date of disposal.
7. Relevant investors should consult their own advisors as to whether entrepreneur relief is available in their personal circumstances.
Business Property Relief
8. For the purposes of UK Inheritance Tax it is believed that the Bramlin Shares currently in issue would qualify for business property relief, subject to the minimum holding requirement of two years. Whilst the new VOG Shares do not seek a full listing on the London Stock Exchange or a listing on any other recognised stock exchange (as defined for UK taxation purposes) but remain traded on AIM they should qualify for business property relief for the purposes of UK Inheritance Tax. However this relief is dependent upon the future actions of VOG and so cannot be guaranteed. Provided that clearance is given so that no disposal is treated as taking place for capital gains tax purposes the holding period for business property relief purposes in relation to the new VOG Shares will commence with the original acquisition of the Bramlin Shares by each shareholder.
Taxation of dividends on New VOG Shares
9. Dividends received by UK resident individuals will be liable to UK Income Tax. For the purposes of UK Income Tax the taxable income is the sum of the dividend received and its associated (non repayable) tax credit (equal to 1/9 of the dividend received by the shareholder). Starting and basic rate taxpayer shareholders will have no more tax to pay. Taxpayers who are liable at tax rates above the basic rate limit will have further tax to pay, but in respect of the taxable dividend income, relief will be given for the tax credit attaching to that taxable dividend income. The effective rate of the further taxation liability of an individual shareholder on the dividend income received which is taxable at the higher rate is 25 per cent.
Stamp Duty
10. No liability to UK Stamp duty or stamp duty reserve tax should be payable by Bramlin Shareholders as a result of the Scheme. Any liability to UK stamp duty arising from the Scheme should generally be payable by the transferee of the Bramlin Shares.
Guernsey
11. With effect from 1 January 2008 the States of Guernsey abolished exempt status for the majority of companies and introduced a zero rate of tax for companies (other than for Exempt Collective Investment Schemes). As a result the Company became resident for Guernsey tax purposes from 1 January 2008 and its income will be chargeable at 0 per cent. unless it consists of:
(a) Income derived from land and buildings (whether from property development and exploitation of land or rental income) - in which case tax will be charged at 20 per cent.;
(b) Specified banking activities (which would include money lending, lease purchase, hire purchase and similar financing arrangements carried on in the island) - in which case they would be taxable at 10 per cent.; and
(c) Profits derived from activities that are regulated by the Office of Utility Regulation - in which case they will be taxed at 20 per cent.
12. Guernsey does not levy taxes upon capital inheritances, capital gains (with the exception of a dwellings profit tax), gifts, sales or turnover, nor are there any estate duties, save for an ad valorem fee for the grant of probate or letters of administration.
Shareholders
13. Guernsey does not, at present, levy capital gains tax (with the exception of a dwellings profit tax) and, therefore, neither the Company nor any of its shareholders will suffer any tax in Guernsey on capital gains. Payments made by the Company to non-Guernsey resident shareholders, whether made during the life of the Company or by distribution on the liquidation of the Company, will not be subject to Guernsey tax. Whilst the Company is no longer required to deduct Guernsey income tax from dividends on Ordinary Shares (if applicable) paid to Guernsey residents, the Company is required to make a return to the Administrator of Income Tax, on an annual basis, of the names, addresses and gross amounts of income distributions paid to Guernsey resident shareholders during the previous year.
14. With regard to the corporate tax regime in Guernsey from 2008, other than those changes mentioned above, no further changes are proposed that would impact on the position of non-Guernsey resident holders of Ordinary Shares. Such holders will not be subject to Guernsey tax on the redemption or disposal of their holding of Ordinary Shares. No withholding tax or deduction will be made on interest payments made by the Company in respect of any shares issued by the Company to shareholders.
15. Persons interested in purchasing Ordinary Shares should inform themselves as to any tax consequences particular to their circumstances arising in the jurisdiction in which they are resident or domiciled for tax purposes in connection with the acquisition, ownership, redemption, or disposal by them of any Ordinary Shares.
United States
THE DISCUSSION HEREIN IS FOR INFORMATIONAL PURPOSES ONLY AND IS A DISCUSSION PRIMARILY OF THE POTENTIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO PROSPECTIVE INVESTORS. EACH SHAREHOLDER SHOULD CONSULT ITS PROFESSIONAL TAX ADVISER WITH RESPECT TO THE TAX ASPECTS OF THE PROPOSAL. TAX CONSEQUENCES MAY VARY DEPENDING UPON THE PARTICULAR STATUS OF A PROSPECTIVE SHAREHOLDER AND THE LAWS AND REGULATIONS OF ITS TAXING JURISDICTIONS.
Introduction
16. The following summary of certain U.S. federal income tax considerations potentially applicable to US Holders (as defined below) upon the consummation of the Proposal is not intended as a substitute for careful tax planning. The tax matters relating to the Proposal are complex and are subject to varying interpretations. Moreover, the effect of existing income tax laws and of proposed changes in income tax laws on Bramlin Shareholders will vary with the particular circumstances of each Bramlin Shareholder. In no event will Bramlin or VOG, their affiliates, counsel or other professional advisers be liable to any Bramlin Shareholder for any federal, state, local or other tax consequences of the Proposal, whether or not such consequences are as described below.
17. This discussion is based upon the Internal Revenue Code of 1986 (the ''Code''), Treasury Regulations, court decisions, Internal Revenue Service rulings, and other administrative materials interpreting the Code, all of which are subject to change, possibly with retroactive effect. The discussion does not address all of the U.S. tax consequences applicable to the Proposal or to all categories of Bramlin Shareholders, some of whom may be subject to special rules. The tax consequences of the Proposal will depend not only on the nature of the Proposal and Scheme and the then applicable federal tax laws, but also on certain factual determinations which cannot be made at this time, and upon the particular circumstances of each Bramlin Shareholder. In particular, but not exclusively, this discussion does not address the specific tax consequences that may be relevant to Bramlin Shareholders who: (i) are financial institutions; (ii) are tax exempt entities; (iii) hold their Bramlin Shares as a part of a hedging, short sale or conversation transaction or straddle; (iv) are US Holders whose functional currency is not the U.S. dollar or (v) hold their Bramlin Shares through partnerships or other pass-through entities.
18. No assurance can be given that the Internal Revenue Service would not assert, or that a court would not sustain, a position contrary to any of the tax consequences described below. No advance ruling has been or will be sought from the Internal Revenue Service regarding any matter discussed herein. In addition, future legislative or administrative changes or court decisions may significantly change the law discussed herein, possibly with adverse effect on Bramlin Shareholders, and any such changes or decisions may have a retroactive effect.
19. References to ''US Holders'' in this discussion mean a beneficial owner of Bramlin Shares (and New VOG Shares, following the effectiveness of the Scheme) that is: (i) a citizen or resident of the United States of American, for U.S. federal income tax purposes; (ii) a corporation (or entity taxable as a corporation) created or organized in the U.S. or under the laws of the U.S. or of any political subdivision thereof; (iii) an estate whose income is includable in gross income for U.S. federal income tax purposes regardless of its source; or (iv) a trust if a court within the U.S. is able to exercise primary supervision of the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or a trust that has a valid election in effect to be treated as a U.S. person.
20. NEITHER VOG NOR BRAMLIN HAS SOUGHT A RULING FROM THE INTERNAL REVENUE SERVICE OR ANY OTHER UNITED STATES FEDERAL, STATE OR LOCAL AGENCY WITH RESPECT TO THE TAX ISSUES AFFECTING THE PROPOSAL, NOR HAS IT OBTAINED AN OPINION OF COUNSEL WITH RESPECT TO ANY TAX ISSUES.
Tax Consequences of the Proposal
21. As described in more detail elsewhere in this document, pursuant to the Proposal, Bramlin Shareholders will receive New VOG Shares in accordance with the Scheme. While not offering a legal opinion on the matter, we believe this transaction will be treated as a ''reorganization'' under Section 368(a) of the Code and that the US Holders will each be a ''party to a reorganization,'' within the meaning of Section 368(b) of the Code, with respect to this Proposal. Provided that the transaction so qualifies and the US Holders are so treated, for U.S. federal income tax purposes, generally:
(a) the US Holders will not recognize any gain or loss as a result of the Proposal;
(b) a US Holder will not recognize any gain or loss as a result of the receipt of the New VOG Shares in exchange for such shareholder's Bramlin Shares pursuant to the Scheme;
(c) a US Holder's aggregate tax basis in the New VOG Shares received pursuant to the Scheme will equal such shareholder's aggregate tax basis in the Bramlin Shares held immediately before the Scheme; and
(d) a US Holder's holding period for the New VOG Shares received pursuant to the Scheme will include the period during which the Bramlin Shares held immediately before the Scheme had been held by the shareholder.
Passive Foreign Investment Company
22. A non-U.S. corporation generally will be considered a ''passive foreign investment company'' (a ''PFIC'') as such term is defined in the Code for any taxable year if either (i) 75% or more of its gross income is passive income (the ''income test'') or (ii) the average percentage, by fair market value, of its assets that produce or are held for the production of passive income is 50% or more (the ''asset test''). ''Passive income'' includes, for example, dividends, interest, certain rents and royalties, certain gains from the sale of stock and securities, and certain gains from commodities transactions. If VOG were treated as a PFIC for any taxable year in which a US Holder held VOG Shares, certain adverse consequences could apply, including a material increase in the amount of tax that the U.S. Holder would owe, an imposition of tax earlier than would otherwise be imposed, interest charges and additional tax form filing requirements. These adverse consequences may be minimized if such US Holder makes an election with respect to marketable PFIC shares to mark such shares to market each year taking the gain into account as ordinary income (a ''mark-to-market'') election or makes a timely qualified electing fund election (a ''QEF'' election), pursuant to which such US Holder must report on a current basis his or her shares of the PFIC's ordinary earning and net capital gain for any taxable year in which VOG is a PFIC, whether or not such earnings are distributed.
23. The mark to market election is permitted for U.S. investors in foreign companies that are regularly traded on a U.S. stock exchange or certain approved non-U.S. stock exchanges. The mark-to-market election must be made by the due date (as may be extended) for filing the taxpayer's federal income tax return for the first year in which the election is to take effect. A US. Holder who makes a mark-to-market election must file a Form 8621 with their annual U.S. federal income tax return.
24. The QEF election requires sufficient information to be provided to the relevant shareholders by the PFIC in order to determine their proportionate share of the PFIC's net capital gain and ordinary earnings. VOG does not anticipate that it will make these calculations for its shareholders.
25. The determination whether a corporation is a PFIC involves the application of complex tax rules. VOG has not made a conclusive determination as to whether it has been in prior tax year or is currently a PFIC. VOG could have qualified as a PFIC for past tax years and may qualify currently or in future tax years. No assurance can be given as to such status for prior tax years or for the current year. US Holders are urged to consult their own tax advisers.
Taxation of Distributions from VOG
26. Subject to the PFIC rules discussed, distributions made by VOG will generally be taxable to a US Holder as ordinary dividend income from foreign sources to the extent of VOG's earnings and profits when the distributions are actually or constructively received. A distribution of an amount in excess of VOG's earnings and profits is treated as a non-taxable return of capital to the extent of the shareholder's tax basis in his VOG shares and reduces that basis. Any such distributions in excess of the shareholder's basis are treated as if they were gains from a sale of such VOG shares.
27. Dividends paid in currency other than U.S. dollars will be includable in income in a U.S. dollar amount based on the exchange rate in effect on the date of receipt, whether or not the payment was actually converted at that time. The US Holder's basis in the currency received will equal the U.S. dollar value on the date of receipt. Any gain or loss resulting from currency exchange rate fluctuations during the period from the date of receipt to the actual date of conversion into U.S. dollars is generally treated as ordinary income or loss from sources within the U.S. for foreign tax credit limitation purposes.
Taxation of Sale of VOG Shares
28. Subject to the PFIC rules discussed, a US Holder will recognize gain or loss when he disposes of the VOG Shares in an amount equal to the difference, if any, between the U.S. dollar value of the amount realized and the US Holder's adjusted tax basis in the VOG Shares. Such gains and losses generally will be long-term capital gains and losses if the VOG Shares has been held for more than one year. Deductions for capital losses are subject to certain limitations.
Information Reporting and Backup Withholding
29. Dividends on and proceeds from the sale or other disposition of VOG Shares that are made within the United States or through certain U.S.-related financial intermediaries may be reported to the Internal Revenue Service unless the shareholder is a corporation or otherwise establishes a basis for exemption. Backup withholding tax may apply to such amounts if the shareholder fails to provide an accurate taxpayer identification number or otherwise establish a basis for exemption or fails to report all interest and dividends required to be shown on his U.S. federal income tax return. A US Holder can claim a credit against his U.S. federal income tax liability for amounts withheld under the backup withholding rules and can claim a refund for amounts in excess of his tax liability if the required information is provided to the Internal Revenue Service.
U.S. Treasury Circular 230 Notice
30. TO ENSURE COMPLIANCE WITH REQUIREMENTS IMPOSED BY THE IRS, YOU ARE HEREBY NOTIFIED THAT ANY DISCUSSION OF FEDERAL TAX ISSUES CONTAINED OR REFERRED TO IN THIS DOCUMENT (I) IS WRITTEN IN CONNECTION WITH THE PROMOTION OR MARKETING OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN, AND (II) IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED BY ANY TAXPAYER, FOR THE PURPOSE OF AVOIDING U.S. TAX PENALTIES. EACH TAXPAYER SHOULD SEEK ADVICE BASED ON THE TAXPAYER'S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISER.
WARNING TO BRAMLIN SHAREHOLDER RESIDENT IN OR CITIZENS OF AUSTRALIA
31. Bramlin Shareholders who are resident in or citizens of Australia are strongly urged to take independent professional advice on the tax implications of the Scheme in Australia.