Amerisur Resources PLC Satisfaction of regulatory conditions (5937W)
December 12 2019 - 2:01AM
UK Regulatory
TIDMAMER
RNS Number : 5937W
Amerisur Resources PLC
12 December 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
THAT JURISDICTION
FOR IMMEDIATE RELEASE
12 DECEMBER 2019
RECOMMENDED CASH ACQUISITION
of
AMERISUR RESOURCES PLC ("AMERISUR")
by
GEOPARK COLOMBIA S.A.S. ("GEOPARK COLOMBIA")
(a wholly owned subsidiary of GeoPark Limited "GeoPark")
SATISFACTION OF REGULATORY CONDITIONS
On 15 November 2019, the boards of Amerisur and GeoPark
announced that they had reached agreement on the terms of a
recommended cash acquisition pursuant to which GeoPark Colombia, a
wholly owned subsidiary of GeoPark, will acquire the entire issued
and to be issued ordinary share capital of Amerisur (the
"Transaction"). The Transaction is to be implemented by means of a
scheme of arrangement under Part 26 of the Companies Act 2006 which
requires the approval of the Scheme Shareholders and the sanction
of the Court. The scheme document in relation to the Transaction
was published and sent to Amerisur Shareholders on 28 November 2019
(the "Scheme Document").
The boards of Amerisur and GeoPark are pleased to announce that
the ANH has approved the change of control for the PUT 12 and PUT
14 Contracts that will result from the Transaction and that
Condition 2(b) to the Scheme has therefore been satisfied. In
addition, the boards of Amerisur and GeoPark are pleased to
announce that all necessary merger control filings have been made
with the SIC and that Condition 2(a) to the Scheme has also been
satisfied accordingly.
The Scheme remains conditional upon the approval of Amerisur
shareholders at the Court Meeting and Amerisur General Meeting
scheduled to take place at 11.00 a.m. and 11.15 a.m. on 19 December
2019 at the offices of Ashurst LLP, London Fruit & Wool
Exchange, 1 Duval Square, London E1 6PW, the sanction of the Scheme
by the High Court and the satisfaction or (where applicable) waiver
of all other applicable conditions. The Scheme is expected to
become effective in January 2020.
Defined terms used but not defined in this announcement have the
meaning given to them in the Scheme Document.
Enquiries:
Amerisur Tel: +44 (0)330 333
Nathan Piper, Head of Business Development 8273
and Comms
BMO Capital Markets (Lead Financial Adviser Tel: +44 (0)207 236
and Rule 3 Adviser to Amerisur) 1010
Jeremy Low
Tom Hughes
Gary Mattan
Neil Elliot
Stifel (Nomad, Joint Broker and Joint Financial Tel: +44 (0)207 710
Adviser to Amerisur) 7600
Callum Stewart
Jason Grossman
Ashton Clanfield
Investec (Joint Broker to Amerisur) Tel: +44 (0)207 597
Chris Sim 4000
Tejas Padalkar
Arden Partners plc (Joint Broker to Amerisur) Tel: +44 (0)207 614
Paul Shackleton 5900
Dan Gee-Summons
Camarco (PR Adviser to Amerisur) Tel: +44 (0)203 757
Billy Clegg 4983
Kimberley Taylor
GeoPark Tel: +54 11 4312 9400
Andrés Ocampo, Chief Financial Officer Tel: +562 2242 9600
Stacy Steimel, Shareholder Value Director
Rothschild & Co (Financial Adviser to GeoPark) Tel: +44 (0)20 7280
Roger Ader 5000
James McEwen
Important notices
BMO Capital Markets Limited ("BMO"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively for Amerisur and no one else in connection
with the above and will not be responsible to anyone other than
Amerisur for providing the protections offered to clients of BMO
Capital Markets Limited nor for providing advice in relation to the
subject matter of this announcement or any other matters referred
to in this announcement.
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised
and regulated in the United Kingdom by the Financial Conduct
Authority, is acting exclusively for Amerisur and no one else in
connection with the above and will not be responsible to anyone
other than Amerisur for providing the protections offered to
clients of Stifel nor for providing advice in relation to the
subject matter of this announcement or any other matters referred
to in this announcement.
Arden Partners plc ("Arden"), which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Amerisur and no one else in connection with the
above and will not be responsible to anyone other than Amerisur for
providing the protections offered to clients of Arden nor for
providing advice in relation to the subject matter of this
announcement or any other matters referred to in this
announcement.
Investec Bank plc ("Investec"), which is authorised by the
Prudential Regulatory Authority and is regulated in the United
Kingdom by the FCA and the Prudential Regulatory Authority, is
acting exclusively for Amerisur and no one else in connection with
the above and will not be responsible to anyone other than Amerisur
for providing the protections offered to clients of Investec nor
for providing advice in relation to the subject matter of this
announcement or any other matters referred to in this
announcement.
N.M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority, is acting exclusively for GeoPark and
no one else in connection with the above and will not be
responsible to anyone other than GeoPark for providing the
protections offered to clients of Rothschild & Co nor for
providing advice in relation to the subject matter of this
announcement or any other matters referred to in this
announcement.
Ashurst LLP and Rosenblatt Group Plc are retained as legal
advisers to Amerisur. Norton Rose Fulbright LLP is retained as
legal adviser to GeoPark.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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