TIDMRIFT TIDMAN26
RNS Number : 9499T
Rift Oil PLC
16 June 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY RESTRICTED JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OF SUCH JURISDICTION
16 June 2009
Recommended acquisition of
Rift Oil PLC
at 13 pence per Rift Share
by
Talisman Energy Holdings Ltd.
a wholly owned subsidiary of
Talisman Energy Inc.
Summary
The Boards of Rift and Talisman are pleased to announce that they have reached
an agreement on the terms of the recommended proposals for Talisman Holdings to
acquire the entire issued and to be issued share capital of Rift for 13 pence
per Rift Share.
The Acquisition will be made on the following basis:
13 pence in cash for each Rift Share.
* The Acquisition represents a premium of approximately:
- 30.0 per cent. to the Closing Price of 10.0 pence per Rift Share on 15 June
2009, being the last Business Day prior to this announcement;
- 39.1 per cent. to the average Closing Price of approximately 9.3 pence per
Rift Share over the 30 day trading period ended 15 June 2009; and
- 72.8 per cent. to the average Closing Price of approximately 7.5 pence per
Rift Share over the three month trading period ended 15 June 2009.
* The terms of the Acquisition value Rift's existing issued share capital at
approximately GBP108.0 million and, on a fully diluted basis, at approximately
GBP114.8 million.
* The Rift Directors consider the terms of the Acquisition to be fair and
reasonable and intend unanimously to recommend that Rift Shareholders vote in
favour of the Scheme Resolutions.
* Talisman Holdings has received irrevocable undertakings to vote in favour of the
Scheme Resolutions in respect of a total of 268,564,851 Rift Shares
representing, in aggregate, approximately 32.3 per cent. of the existing issued
share capital of Rift, comprised as follows:
(a) from each of the Rift Directors and certain of their connected persons in
respect of, in aggregate, 136,779,246 Rift Shares, representing approximately
16.5 per cent. of the existing issued share capital of Rift. These undertakings
will continue to be binding even if a competing offer is made for Rift which
exceeds the value of the Acquisition and even if such higher offer is
recommended for acceptance by the Board of Rift; and
(b) from certain other Rift Shareholders in respect of, in aggregate,
131,785,605 Rift Shares, representing approximately 15.9 per cent. of the
existing issued share capital of Rift. These undertakings will continue to be
binding even if a competing offer is made for Rift unless such competing offer
represents an improvement of not less than 10 per cent. on the value of the
Acquisition.
* Further details in relation to these irrevocable undertakings (including in
relation to the circumstances in which they cease to be binding) are contained
in Appendix 3 to this announcement.
* The Directors of Rift, who have been so advised by Seymour Pierce, consider that
the terms of the Acquisition are fair and reasonable. In providing its advice,
Seymour Pierce has taken into account the commercial assessments of the
Directors.
The Acquisition will be implemented by way of a scheme of arrangement under Part
26 of the Act and in order to approve the terms of the Acquisition, Rift
Shareholders will need to vote in favour of the Scheme Resolutions to be
proposed at two meetings of Shareholders (the Court Meeting and the General
Meeting) which are expected to be convened and held in July 2009. It is
anticipated that a Scheme Document containing the notice of the two meetings
will be sent to Rift Shareholders in late June 2009 following a hearing of the
Court application to convene the Court Meeting. Talisman Holdings has, however,
reserved the right to implement the Acquisition by way of an Offer.
The Acquisition is also conditional on, amongst other things:
* there being no legally binding agreement or arrangement with any third party
relating to the sale, transfer, disposal, farm out, earn out, carry or similar
of any interest in relation to either licence PPL 235 or PPL 261; and
* licence PPL 235, which expires on 28 August 2009, being extended on terms
reasonably satisfactory to Talisman Holdings.
The Board of Rift has confirmed to Talisman that all discussions relating to the
possible farm out announced on 5 May 2009 have now ceased.
Commenting on the Acquisition, Paul Blakeley, Executive Vice President,
International Operations (East), of Talisman, said:
"Talisman believes this offer represents the full and fair value of the assets
and provides Rift shareholders the certainty of cash. The acquisition will
provide a low-cost opportunity to aggregate gas in Southeast Asia, one of the
growth areas of our portfolio"
Ian Gowrie-Smith, Non-Executive Chairman of Rift, said:
"The Board of Rift Oil PLC are pleased that years of investment and hard work
have culminated in this offer for the Company at a price that we believe
suitably rewards shareholders. It is time for those with more significant
resources to take over the challenge of development and commercialisation"
This summary should be read in conjunction with the full text of the following
announcement and the Appendices.
Appendix 1 sets out the conditions and certain further terms of the Acquisition.
Appendix 2 contains source notes relating to certain information contained in
this announcement. Appendix 3 contains details of the irrevocable undertakings
received in relation to the Acquisition. Certain terms used in this announcement
are defined in Appendix 4 to this announcement.
Enquiries:
+-------------------------------------+-------------------------------------------------------------+
| Talisman Energy Inc. | |
+-------------------------------------+-------------------------------------------------------------+
| David Mann | +1 403 237 1196 |
| Christopher J. LeGallais | +1 403 237 1957 |
+-------------------------------------+-------------------------------------------------------------+
| | |
+-------------------------------------+-------------------------------------------------------------+
| Tristone Capital Limited | (Financial Adviser to Talisman and Talisman Holdings) |
+-------------------------------------+-------------------------------------------------------------+
| Nick Morgan | +44 (0) 20 7355 5800 |
| Chris Beltgens | |
| Ben Colegrave | |
+-------------------------------------+-------------------------------------------------------------+
| | |
+-------------------------------------+-------------------------------------------------------------+
| Rift Oil PLC | |
+-------------------------------------+-------------------------------------------------------------+
| Ian Gowrie-Smith | +44 (0) 20 7340 9970 |
| David Lees | |
+-------------------------------------+-------------------------------------------------------------+
| | |
+-------------------------------------+-------------------------------------------------------------+
| RBC Capital Markets Limited | (Financial Adviser and Nominated Adviser to Rift) |
+-------------------------------------+-------------------------------------------------------------+
| Sarah Wharry | +44 (0) 20 7653 4667 |
| Louise Mooney | |
+-------------------------------------+-------------------------------------------------------------+
| | |
+-------------------------------------+-------------------------------------------------------------+
| Seymour Pierce | (Rule 3 Adviser to Rift) |
+-------------------------------------+-------------------------------------------------------------+
| Jonathan Wright | +44 (0) 20 7107 8000 |
+-------------------------------------+-------------------------------------------------------------+
| | |
+-------------------------------------+-------------------------------------------------------------+
| Buchanan Communications | (Public Relations Adviser to Rift) |
+-------------------------------------+-------------------------------------------------------------+
| Tim Anderson | +44 (0) 20 7466 5000 |
+-------------------------------------+-------------------------------------------------------------+
| Isabel Podda | |
+-------------------------------------+-------------------------------------------------------------+
Tristone Capital Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively as financial
adviser to Talisman and Talisman Holdings and no one else in connection with the
Acquisition and will not be responsible to anyone other than Talisman and
Talisman Holdings for providing the protections afforded to clients of Tristone
Capital or for providing advice in relation to the Acquisition or any other
matters referred to in this document.
Royal Bank of Canada Europe Limited, which trades as RBC Capital Markets and
which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting as financial adviser to Rift and no one else in
connection with the Acquisition and will not be responsible to anyone other than
Rift for providing the protections afforded to clients of RBC Capital Markets or
for providing advice in relation to the Acquisition or any other matters
referred to in this document.
Seymour Pierce Limited, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting as financial adviser to Rift and
no one else in connection with the Acquisition and will not be responsible to
anyone other than Rift for providing the protections afforded to clients of
Seymour Pierce or for providing advice in relation to the Acquisition or any
other matters referred to in this document.
This announcement is not intended to and does not constitute or form any part of
an offer to sell or an invitation to purchase or the solicitation of an offer to
subscribe for any securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Acquisition or otherwise. Rift Shareholders are
advised to read carefully the formal documentation in relation to the
Acquisition once it has been despatched.
The release, distribution or publication of this announcement in jurisdictions
other than the UK may be restricted by law and therefore any persons who are
subject to the laws of any jurisdiction other than the UK should inform
themselves about and observe any applicable requirements. Copies of this
announcement and any documentation relating to the Acquisition are not being,
and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from any Restricted Jurisdiction and persons
receiving such documents (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send such documents in or into or from
a Restricted Jurisdiction. If the Acquisition is implemented by way of the
Offer, (unless otherwise determined by Talisman Holdings and permitted by
applicable law and regulation) it will not be made, directly or indirectly, in
or into, or by the use of the mails, or by any means of instrumentality
(including without limitation, telephonically or electronically) of interstate
or foreign commerce of, or any facilities of a national securities exchange of
any Restricted Jurisdiction, and the Offer will not be capable of acceptance
from or within any Restricted Jurisdiction.
Forward looking statements
This announcement includes "forward-looking statements" relating to the
Acquisition and the operations of Talisman and Rift that are, by their nature,
subject to risks and uncertainties. These risks and uncertainties include
possible competing bids or changes in the terms of the Acquisition; the risks of
the oil and gas industry, such as operational risks in exploring for, developing
and producing crude oil and natural gas and market demand; the uncertainty of
reserves estimates; the uncertainty of estimates and projections relating to
production, costs and expenses; potential delays or changes in plans with
respect to exploration or development projects or capital expenditures;
fluctuations in oil and gas prices, foreign currency exchange rates and interest
rates; health, safety and environmental risks; uncertainties as to the
availability and cost of financing; risks in conducting foreign operations (for
example, political and fiscal instability or the possibility of civil unrest or
military action); general economic conditions; the effect of acts of, or actions
against, international terrorism; and the possibility that government policies
or laws may change or governmental approvals may be delayed or withheld. Where
not otherwise indicated, references to production volumes in this announcement
are stated on a gross basis, which means they are stated prior to the deduction
of royalties and similar payments. In this announcement, the calculation of
barrels of oil equivalent (boe) is at a conversion rate of six thousand cubic
feet (mcf) of natural gas for one barrel of oil (bbl). Boes may be misleading,
particularly if used in isolation. A boe conversion ratio of 6 mcf:1 bbl is
based on an energy equivalence conversion method primarily applicable at the
burner tip and does not represent a value equivalence at the wellhead. For
additional information identifying further factors, see Talisman's reports on
file with Canadian securities regulatory authorities and the United States
Securities and Exchange Commission. Talisman, Talisman Holdings and Rift assume
no obligation and do not intend to update these forward-looking statements,
except 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 1 per cent. or more of any class of
'relevant securities' of Rift, all 'dealings' in any 'relevant securities' of
that company (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 Scheme becomes
effective, lapses or is otherwise withdrawn or on which the 'Offer Period'
otherwise ends. 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 Rift, they will be deemed to be a single person for the purpose
of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant
securities' of Rift by Talisman Holdings or Rift, or by any of their respective
'associates', must be disclosed by no later than 12.00 noon (London time) on the
London 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 the 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 whether or not you are required
to disclose a 'dealing' under Rule 8, you should consult the Panel.
This summary should be read in conjunction with the full text of the following
announcement and the Appendices.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY RESTRICTED JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OF SUCH JURISDICTION
16 June 2009
Recommended acquisition of
Rift Oil PLC
at 13 pence per Rift Share
by
Talisman Energy Holdings Ltd.
a wholly owned subsidiary of
Talisman Energy Inc.
1. Introduction
The Boards of Rift and Talisman are pleased to announce that they have reached
an agreement on the terms of the recommended proposals for Talisman Holdings to
acquire the entire issued and to be issued share capital of Rift for 13 pence
per Rift Share.
This announcement sets out the key terms of the Acquisition, which is to be
effected by way of a scheme of arrangement under Part 26 of the Act, and
explains the background to and the reasons why the Rift Directors intend
unanimously to recommend that Rift Shareholders vote in favour of the Scheme
Resolutions, as those Rift Directors who own Rift Shares have irrevocably
undertaken to do in respect of their beneficial and certain of their connected
holdings of Rift Shares.
In order to approve the terms of the Acquisition, Rift Shareholders will need to
vote in favour of the Scheme Resolutions to be proposed at two meetings of
Shareholders (the Court Meeting and the General Meeting) which are expected to
be held in July 2009. It is anticipated that the Scheme Document containing a
notice of the two Rift Shareholders' meetings will be sent to Rift Shareholders
in late June 2009 following a hearing of the Court application to convene the
Court Meeting.
2. Summary of the recommended Acquisition
Under the Scheme, which will be subject to the conditions and further terms set
out below and in Appendix 1 and to be set out in the Scheme Document, Rift
Shareholders holding Scheme Shares at the Scheme Record Time will receive:
13 pence in cash for each Rift Share.
The Acquisition represents a premium of approximately:
* 30.0 per cent. to the Closing Price of 10.0 pence per Rift Share on 15 June
2009, being the last Business Day prior to this announcement;
* 39.1 per cent. to the average Closing Price of approximately 9.3 pence per Rift
Share over the 30 day trading period ended 15 June 2009; and
* 72.8 per cent. to the average Closing Price of approximately 7.5 pence per Rift
Share over the three month trading period ended 15 June 2009.
The terms of the Acquisition value Rift's existing issued share capital at
approximately GBP108.0 million and, on a fully diluted basis, at approximately
GBP114.8 million.
On the Scheme becoming effective, it will be binding on all holders of Rift
Shares including any Rift Shareholders who did not vote to approve the Scheme or
who voted against the Scheme.
The Acquisition will be subject to the terms and conditions set out in Appendix
1 of this announcement and also contained in the Scheme Document. The Scheme
will not become effective and the Acquisition will not be completed unless the
conditions set out in Appendix 1 of this announcement and the Scheme Document
have been satisfied (or, if capable of waiver, waived) by 5.00 p.m. (London
time) on 30 October 2009, or such later date as Talisman Holdings and Rift may
agree and (if required) the Court may approve.
In particular, the Acquisition is also conditional on:
* there being no legally binding agreement or arrangement with any third party
relating to the sale, transfer, disposal, farm out, earn out, carry or similar
of any interest in relation to either licences PPL 235 or PPL 261; and
* licence PPL 235, which expires on 28 August 2009, being extended on terms
reasonably satisfactory to Talisman Holdings.
The Board of Rift has confirmed to Talisman that all discussions relating to the
possible farm out announced on the 5 May 2009 have now ceased. If Talisman
Holdings is unable to rely on the condition above or the Acquisition otherwise
completes before licence PPL 235 has been extended, the Rift Directors and their
connected persons have agreed to have 75 per cent. of the consideration due to
them under the terms of the Acquisition (excluding funds arising on the disposal
of Rift Shares issued after today on the exercise of Rift Options) withheld in
escrow upon the closing of the Acquisition. The funds held in escrow will be
released to the Rift Directors and their connected persons if licence PPL 235 is
extended, on terms reasonably satisfactory to Talisman Holdings, within 12
months of the closing of the Acquisition; otherwise these funds will be returned
to Talisman.
3. Irrevocable undertakings
Talisman Holdings has received irrevocable undertakings to vote in favour of the
Scheme Resolutions in respect of a total of 268,564,851 Rift Shares
representing, in aggregate, approximately 32.3 per cent. of the existing issued
share capital of Rift, comprised as follows:
(a) from each of the Rift Directors and certain of their connected persons in
respect of Rift Shares held by them and, in certain cases, by their connected
persons, and certain other Rift Shareholders in respect of their entire
beneficial holdings which amount, in aggregate, to 136,779,246 Rift Shares,
representing approximately 16.5 per cent. of the existing issued share capital
of Rift. These undertakings will continue to be binding even if a competing
offer is made for Rift which exceeds the value of the Acquisition and even if
such higher offer is recommended for acceptance by the Board of Rift; and
(b) from certain other Rift Shareholders in respect of, in aggregate,
131,785,605 Rift Shares, representing approximately 15.9 per cent. of the
existing issued share capital of Rift. These undertakings will cease to be
binding in certain circumstances if:
(i) a person not acting in concert with Talisman Holdings announces prior to
the date by which proxy forms are to be received in respect of the Scheme, a
firm intention to make an offer for Rift which represents an improvement of at
least 10 per cent. per Rift Share over the value of the consideration available
under the Acquisition; and
(ii) Talisman Holdings fails to announce, at or prior to 11.59 p.m. on the
fourteenth day after such higher offer is announced, a revision to the terms of
the Acquisition which represents an improvement to the consideration per Rift
Share available under such higher offer.
Further details of these irrevocable undertakings (including in relation to the
circumstances in which they cease to be binding) are contained in Appendix 3 to
this announcement.
4. Information on Talisman and Talisman Holdings
Talisman, which is listed on the Toronto and the New York stock exchanges under
the symbol TLM, is an independent North American based oil and gas producer with
global operations that was established in 1992. Talisman produced, on average,
over 430,000 boe/d in the year ending December 2008 of which approximately 50
per cent. was oil and liquids and 50 per cent. was natural gas. Talisman has a
diversified, global portfolio with its main operating areas in North America,
the North Sea and Southeast Asia.
Talisman currently has a market capitalisation of more than C$16 billion. For
the year ended 31 December 2008, Talisman recorded a profit after tax of C$3,519
million (2007: profit of C$2,078 million) and had net assets at that date of
C$11,150 million.
Talisman Holdings was established as a wholly owned subsidiary of Talisman in
December 2002. Since that time it has not carried out any trading activity but
has served as an intermediate holding company for an offshore finance
subsidiary.
Further financial information on Talisman and Talisman Holdings will be set out
in the Scheme Document.
5. Background to and reasons for the Acquisition
Southeast Asia continues to be an area of opportunity for Talisman. It is a
region characterised by long-life assets in a low cost environment. In the past
five years, Talisman has doubled its production in the area and is positioned to
grow at 10 per cent. per annum over the next few years.
The price per share offered to Rift Shareholders under the Acquisition reflects
the value that Talisman attributes to the three gas discoveries at Puk Puk,
Douglas Main and Langia, and the possibility for future value creation from the
drilling of the exploration prospects currently outlined by Rift.
Talisman believes that Rift's portfolio combined with its own larger diversified
asset portfolio, with a balance of production and exploration opportunities,
will provide a strong platform for its continued and future growth within
Southeast Asia.
6. Background to and reasons for recommending the Acquisition
After a successful exploration campaign on PPL 235 and the discovery of gas and
oil condensates at Douglas, Puk-Puk and Langia, the Rift Board had a number of
options available to it with respect to commercialisation. Given the scale of
Rift's discoveries and the early stage of gas exploitation in Papua New Guinea
("PNG"), the Rift Board has always articulated the need for a partner to realise
full value in the move from discovery to exploitation. In March 2007, Rift
signed a memorandum of understanding ("MOU") with Alcan South Pacific Pty Ltd.
("Alcan") to develop the idea of supplying their Gove alumina facility with gas
from Rift's discoveries. Additionally, Rift signed a MOU with Flex LNG in June
2008 to progress the concept of developing a floating liquefied natural gas
offtake opportunity for Rift's gas.
In December 2008, Rift announced that it had entered into a formal process with
RFC Group Limited and RBC to review the strategic alternatives available to it.
Given the depressed state of the financial markets at that time, the outlook for
oil and gas companies and the early nature of the discussions with Alcan and
Flex LNG, the Rift Board felt it was prudent to fully assess the options
available to it to fund and develop PPL 235 and PPL 261.
Following a comprehensive process, during which a broad range of parties were
contacted, Rift announced, on 5 May 2009, that it had received a proposal from a
major multi-national oil company to fund the drilling of up to four wells and
100km of seismic on its PPL 235 licence in Papua New Guinea in return for a
significant equity interest in the licence.
The proposal was subject to further negotiation and agreement of the formal
documents, the satisfaction of a number of pre-conditions, various Government
approvals and the signing of definitive farm-in and joint operating agreements.
Under this proposal Rift would retain 100 per cent. of the rights to the
adjoining licence PPL 261, which the Rift Board regard as highly prospective.
At that time the proposed farm-in offer was the most preferred of a number of
offers to emerge from the formal process.
Following the announcement made on 5 May 2009, the Rift Board received an
approach from Talisman, who had been contacted as part of the formal strategic
review, outlining an indicative offer to acquire the entire issued share capital
of the Company at a substantial premium to the prevailing share price. In
reaching its view to recommend that Rift Shareholders accept the Acquisition, in
light of the proposal already in contemplation with the major multi-national oil
company, the Rift Board considered a number of factors.
To fully exploit the Company's assets in PNG, Rift would be obliged to raise
substantial amounts of capital either from the capital markets or from industry
partners in the future. Given the challenging economic environment and depressed
state of the capital markets in recent times, the Rift Board considers that
there would be limited appetite from investors to support Rift throughout the
exploration and development phase of its work programme. In addition, any
funding from industry partners would reduce Rift's interest in the assets and
any ultimate return to Rift Shareholders.
The Consideration represents a substantial premium to the Rift share price and,
when weighed against the risks inherent in any project of this size and the lag
time to commercialisation, the Directors of Rift intend unanimously to recommend
that Rift Shareholders vote in favour of the Scheme Resolutions to enable the
Acquisition to be effected.
7. Directors' recommendation
The background and reasons for recommending the Acquisition are set out under
section 6 above of this announcement.
The Directors of Rift, who have been so advised by Seymour Pierce, consider that
the terms of the Acquisition are fair and reasonable. In providing its advice,
Seymour Pierce has taken into account the commercial assessments of the
Directors. Accordingly, the Rift Directors intend unanimously to recommend that
Rift Shareholders vote in favour of the Scheme Resolutions.
The Directors of Rift and certain of their connected parties have irrevocably
undertaken to vote in favour of the Scheme Resolutions in respect of their own
beneficial holdings and certain of their connected holdings, amounting, in
aggregate, to 136,779,246 Rift Shares, representing 16.5 per cent. of Rift's
issued share capital.
8. Implementation Agreement
Rift and Talisman Holdings today entered into the Implementation Agreement which
sets out the arrangements between them in relation to the implementation of the
Scheme. Each party to the Implementation Agreement has agreed to implement the
Scheme and to co-operate with the other on the terms set out in the
Implementation Agreement. In addition, Rift has entered into certain
undertakings concerning the conduct of its business during that period.
Rift has agreed, pursuant to the Implementation Agreement, to pay Talisman
Holdings an inducement fee of GBP892,000 (exclusive of recoverable VAT or
equivalent sales or revenue tax if any). Such fee shall be payable if:
(a) before the Scheme or the Offer (as applicable) lapses, is withdrawn,
terminates or otherwise fails or (with the consent of the Panel) is not made, an
announcement regarding an Alternative Proposal is made provided that such
Alternative Proposal subsequently becomes effective;
(b) the Rift Directors do not unanimously and without qualification recommend
the Rift Shareholders to vote in favour of the Scheme at the Court Meeting and
in favour of the Resolutions at the GM in the Scheme Document or, if the
Talisman Holdings elects to implement the Acquisition by means of the Offer, the
Rift Directors do not in the Offer Document unanimously and without
qualification recommend the Rift Shareholders to accept the Offer (save in
either case following an announcement regarding an Alternative Proposal, in
which case, paragraph (a) will apply);
(c) the Rift Directors withdraw, qualify or adversely modify their
recommendation or agree or resolve to do the same (save in either case following
an announcement regarding an Alternative Proposal, in which case, paragraph (a)
will apply);
(d) all conditions to which the Scheme is subject other than the conditions
set out at paragraph (a) of Part A of Appendix 1 to this announcement have been
satisfied or waived and the resolutions to be proposed at the Court Meeting and
the GM have been passed by the requisite majorities, but the Rift Directors do
not seek either of the Court Orders or do not file all requisite documentation
with the Registrar, in either case, in accordance with the timetable set out in
the schedule to the Implementation Agreement;
(e) Rift breaches the terms of the Implementation Agreement and Talisman
Holdings elects to terminate it pursuant to its terms.
Pursuant to Rule 21.2 of the Code, RBC has confirmed to the Panel that it
considers these arrangements to be in the best interests of Rift Shareholders.
Pursuant to the Implementation Agreement, Rift has also agreed with Talisman
Holdings that, in summary:
* it will not, directly or indirectly, solicit any Alternative Proposal; and
* in the event that Rift receives an Alternative Proposal which is superior from a
financial point of view to the Acquisition, the Directors of Rift will not
withdraw or qualify their recommendation of the Acquisition unless either (i)
Talisman Holdings fails to confirm within 72 hours following Talisman Holdings
being notified of such proposal by Rift that it intends to increase the value of
the Acquisition to a value per Rift Share equal to or greater than that provided
for under the relevant Alternative Proposal, or (ii) if Talisman Holdings has so
confirmed to Rift, but then fails to announce such increase within five Business
Days of such confirmation by Talisman Holdings,
in each case until the Scheme terminates or lapses in accordance with its terms
or, as applicable, the Offer is withdrawn by Talisman Holdings (with the consent
of the Panel, if required) or lapses or the Implementation Agreement is
otherwise terminated in accordance with its terms.
Rift has also agreed neither, at any stage prior to the Scheme terminating or
lapsing or, as applicable, the Offer being withdrawn by Talisman Holdings (with
the consent of the Panel, if required) or lapsing or the Implementation
Agreement being otherwise terminated in accordance with its terms, to pay nor to
enter into any agreement to pay an inducement fee or a break fee to a third
party.
Further details of the Implementation Agreement will be set out in the Scheme
Document.
9. Financing the Acquisition
The cash consideration payable under the Acquisition will be funded through the
existing cash resources of Talisman. Tristone Capital is satisfied that
sufficient financial resources are available to Talisman to satisfy in full the
cash consideration payable to Rift Shareholders pursuant to the Acquisition.
10. Information on Rift
Rift was established in late 2004 to acquire a 65 per cent. operated interest in
the PPL 235 licence in western Papua New Guinea. It acquired this interest
through its subsidiary, Foreland Oil Limited, from Austral Pacific Energy
Limited ("Austral"), who owned the remaining 35 per cent., in return for a
commitment to spend $6 million on exploration and development.
Rift and Austral entered into a joint venture agreement in early 2005 and
drilling on the first prospect on PPL 235, Douglas-1, commenced in April 2006.
The Company announced a gas discovery on Douglas 1 on 1 June 2006.
Rift listed on AIM on 19 April 2006. Since then it has centred its activities on
developing its 100 per cent. owned licences PPL 235 and PPL 261 on the Foreland
Basin in Papua New Guinea.
In November 2006, licence PPL 261 was awarded, under which a 50 per cent.
interest was granted to Rift (operator) and a 50 per cent. interest to Austral
(through their respective subsidiaries Foreland Oil Limited and Trans-Orient
Petroleum (PNG) Ltd.).
Following the discovery at Douglas-1, Rift turned its attention to the
commercialisation of the potential resource at PPL 235 and entered into a
memorandum of understanding with Alcan to investigate the supply of
approximately 40 bcf of gas per annum over 20 years to Alcan's Gove Refinery in
the Northern Territory of Australia. However, as the resource potential of PPL
235 has increased the Company has shifted its focus to the liquefied natural gas
market, entering into a memorandum of understanding with Flex LNG in June 2008
which it was then felt could potentially be more economically attractive to
Rift.
In May 2008, Rift announced that it had reached an agreement with Austral,
resulting in Rift assuming 100 per cent. ownership of Licences PPL 261 and PPL
235 as well as the Coral Sea Drilling Rig for a total payment of US$5 million.
Drilling of Puk Puk 1, the second prospect on PPL 235, commenced in April 2008
and Rift announced its discovery at Puk Puk in late July with internal
management estimates putting the potential mid case contingent resource for Puk
Puk at 430 bcf and 8.5 mmbbl of condensate, approximately doubling pre-drilling
estimates. This estimate, together with the 250 bcf already identified on the
Douglas and Langia structures, brought the total mid case contingent resource
estimate of these structures alone to approximately 700 bcf without establishing
additional reserves from further untested adjoining structures.
Further financial information on Rift will be set out in the Scheme Document.
11. Current trading and prospects of Rift
The final results for the year ended 31 March 2009 for Rift are due to be
released later today.
During the financial year, Rift raised GBP6.2 million before expenses from
investors by way of secondary equity placings and the proceeds of these
fundraisings were applied in the work programmes that have been carried out on
the Company's licence area PPL 235 which included the drilling of Puk Puk 1 and
the acquisition of 210km seismic over the licence block.
Together with the proceeds from the exercise of RBC's warrants, announced today,
and Rift's current cash at hand, Rift's cash position will be approximately
GBP700,000. Going forward, Rift will be required to fund the work commitments on
its licence block PPL 261 and continuing fixed overheads and corporate G&A. In
the absence of the Acquisition proceeding, these work commitments and ongoing
overheads will necessitate further fundraisings in the near term.
12. Management and employees
Talisman intends to fulfil all contractual and statutory requirements pertaining
to the employment of all existing management and employees of Rift. Talisman
will meet with the management and employees of Rift, as soon as deemed
appropriate by the Directors of Rift, to discuss and better understand their
responsibilities and career aspirations.
13. Rift Share Options
The terms of the Acquisition will extend to all Rift Shares which are
unconditionally allotted or issued fully paid (or credited as fully paid),
including any which are also allotted and issued pursuant to the exercise of
existing options granted by Rift to Rift Optionholders, prior to the Scheme
Effective Date.
Rift Optionholders will, to the extent that their Rift Options are not already
exercisable, become entitled to exercise all their options when the Scheme is
sanctioned by the Court. Talisman Holdings will, in due course, make appropriate
proposals to the Rift Optionholders in respect of these subsisting options.
The Scheme Document will contain full details of the actions that the Rift
Optionholders may take in respect of their outstanding Rift Options.
14. Rift Warrants
Appropriate proposals will be made in due course to holders of Rift Warrants.
Details of these proposals will be set out in the Scheme Document or, as the
case may be, the Offer Document and in separate letters to be sent to holders of
Rift Warrants.
The holders of 75 per cent. of the 2009 Warrants have approved changes to the
terms and particulars of such Rift Warrants in order to facilitate the
Acquisition by way of the Scheme and irrevocably undertaken to accept proposals
to be put to them by Talisman Holdings in relation to their Rift Warrants,
provided that the value of consideration available to them is equal to or
greater than the net value of consideration that would be available under the
Scheme if the Rift Warrants were converted to ordinary shares of 1 penny each in
the capital of Rift prior to the Scheme becoming effective.
Rift and Talisman will seek the approval of the holders of the February 2007
Warrants to also change the terms and particulars of such Rift Warrants in order
to facilitate the Acquisition by way of Scheme. The Scheme is conditional on
this approval being given by holders entitled to subscribe for not less than 75
per cent. of the ordinary shares in the capital of the Company subject to the
February 2007 Warrants. If the Acquisition were implemented by way of the Offer,
the Offer would not be conditional on the approval of the holders of the
February 2007 Warrants.
15. Rift Shareholder Meetings
The Scheme will require approval of Rift Shareholders at the Court Meeting and
the General Meeting. It is expected that those meetings will be held in July
2009, however, the exact dates and time will only be determined following the
application to Court to convene the Court Meeting. The Scheme Document will
contain the notices of the Court Meeting and the General Meeting. The special
resolution to be proposed at the General Meeting is to approve the Scheme and
other related matters, including, inter alia, the reduction of Rift's share
capital, amendments to the Rift Articles required to implement the Scheme and
the cancellation of the admission to trading of Rift Shares on AIM. The approval
required at the Court Meeting is a majority in number of those Rift Shareholders
present and voting, whether in person or by proxy, representing not less than 75
per cent. in value of the Rift Shares held by such shareholders.
The implementation of the Scheme can only take place if all of the conditions,
as set out in Appendix 1 to this announcement, have been satisfied or, where
relevant, waived. Assuming the satisfaction, or where appropriate, waiver of
such conditions, the Scheme will become effective on the delivery to the
Registrar of Companies in England and Wales by Rift of the Court order
sanctioning the Scheme (and related reduction of capital) and the registration
of such Court order. Once the Scheme becomes effective it will be binding on all
holders of Rift Shares, including any holders who did not vote to approve the
Scheme.
It is anticipated that the Scheme Document setting out full details of the
Acquisition and the Scheme, together with notices of the Court Meeting and
General Meeting and the expected timetable, will be posted to Rift Shareholders
in late June 2009 following a hearing of the application in Court to convene the
Court Meeting.
16. Overseas shareholders
The implications of the Scheme for Overseas Shareholders may be affected by the
laws of the relevant jurisdiction. Such Overseas Shareholders should inform
themselves about and observe any applicable legal 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 in such jurisdiction.
Further details in relation to Overseas Shareholders will be contained in the
Scheme Document.
17. Disclosure of interests in relevant securities of Rift
At the date of this announcement, Talisman Holdings does not own any of the
issued share capital of Rift.
As at the date of this announcement, save as disclosed above (including the
irrevocable undertakings referred to above and the Rift Shares represented
thereby), neither Talisman Holdings nor, so far as the Directors of Talisman
Holdings are aware, any person acting in concert with it has any interest in or
right to subscribe for any relevant securities of Rift nor are they party to any
short positions (whether conditional or absolute and whether in money or
otherwise) relating to relevant securities of Rift, including any short
positions under derivatives, agreements to sell or any delivery obligations or
rights to require another person to purchase or take delivery of any relevant
securities of Rift nor does any such person have any arrangement in relation to
relevant securities of Rift. Neither Talisman Holdings nor the Directors of
Talisman Holdings nor, so far as Talisman Holdings is aware, any person acting
in concert with Talisman Holdings, has borrowed or lent any relevant securities
of Rift.
For these purposes, 'interest' includes any long economic exposure, whether
conditional or absolute, to changes in the prices of securities. A person is
treated as having an 'interest' by virtue, inter alia, of the ownership or
control of securities or by virtue of any option in respect of, or derivative
referenced to, securities. 'Relevant securities' in Rift include any securities
of Rift which are being offered for pursuant to the Acquisition or carry voting
rights, any equity share capital of Rift and any securities of Rift carrying
conversion or subscription rights into any of the foregoing.
18. Cancellation of trading, compulsory acquisition and re-registration as a
private company
It is intended that the London Stock Exchange will be requested to cancel
trading in Rift Shares on AIM on, or shortly after, the date on which the Scheme
becomes effective.
If the Acquisition is effected by way of the Offer, it is anticipated that
cancellation of listing and trading will take effect no earlier than 20 Business
Days after Talisman Holdings has acquired or agreed to acquire 75 per cent. of
the voting rights attaching to the Rift Shares.
The cancellation of admission to trading on AIM of Rift Shares would
significantly reduce the liquidity and marketability of any Rift Shares not
assented to the Offer at that time. If the Acquisition is effected by way of the
Offer and Talisman Holdings receives acceptances under the Offer in respect of,
and/or otherwise acquires, 90 per cent. or more of the Rift Shares and voting
rights to which the Offer relates, Talisman Holdings intends to exercise its
rights to acquire compulsorily the remaining Rift Shares in respect of which the
Offer has not been accepted.
It is intended that as soon as practicable following the Scheme becoming
effective Rift will be re-registered as a private limited company.
19. General
Your attention is drawn to the further information contained in the Appendices
which form part of this announcement.
The full text of the conditions of the Acquisition, which will be subject to the
Code, are set out in Appendix 1 to this announcement, which forms part of, and
should be read in conjunction with, this announcement.
Appendix 2 to this announcement provides details of the bases of calculations
and sources of certain information included in this announcement.
Appendix 3 to this announcement contains details of the irrevocable undertakings
received in relation to the Acquisition.
Appendix 4 to this announcement contains definitions of certain terms used in
this announcement.
Talisman Holdings reserves the right to implement the Acquisition, with the
written consent of Rift, by way of an Offer, in which case additional documents
will be despatched to Rift Shareholders. Further details are set out in Appendix
1.
Enquiries:
+-------------------------------------+-------------------------------------------------------------+
| Talisman Energy Inc. | |
+-------------------------------------+-------------------------------------------------------------+
| David Mann | +1 403 237 1196 |
| Christopher J. LeGallais | +1 403 237 1957 |
+-------------------------------------+-------------------------------------------------------------+
| | |
+-------------------------------------+-------------------------------------------------------------+
| Tristone Capital Limited | (Financial Adviser to Talisman and Talisman Holdings) |
+-------------------------------------+-------------------------------------------------------------+
| Nick Morgan | +44 (0) 20 7355 5800 |
| Chris Beltgens | |
| Ben Colegrave | |
+-------------------------------------+-------------------------------------------------------------+
| | |
+-------------------------------------+-------------------------------------------------------------+
| Rift Oil PLC | |
+-------------------------------------+-------------------------------------------------------------+
| Ian Gowrie-Smith | +44 (0) 20 7340 9970 |
| David Lees | |
+-------------------------------------+-------------------------------------------------------------+
| | |
+-------------------------------------+-------------------------------------------------------------+
| RBC Capital Markets Limited | (Financial Adviser and Nominated Adviser to Rift) |
+-------------------------------------+-------------------------------------------------------------+
| Sarah Wharry | +44 (0) 20 7653 4667 |
| Louise Mooney | |
+-------------------------------------+-------------------------------------------------------------+
| | |
+-------------------------------------+-------------------------------------------------------------+
| Seymour Pierce | (Rule 3 Adviser to Rift) |
+-------------------------------------+-------------------------------------------------------------+
| Jonathan Wright | +44 (0) 20 7107 8000 |
+-------------------------------------+-------------------------------------------------------------+
| | |
+-------------------------------------+-------------------------------------------------------------+
| Buchanan Communications | (Public Relations Adviser to Rift) |
+-------------------------------------+-------------------------------------------------------------+
| Tim Anderson | +44 (0) 20 7466 5000 |
+-------------------------------------+-------------------------------------------------------------+
| Isabel Podda | |
+-------------------------------------+-------------------------------------------------------------+
Tristone Capital Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively as financial
adviser to Talisman and Talisman Holdings and no one else in connection with the
Acquisition and will not be responsible to anyone other than Talisman and
Talisman Holdings for providing the protections afforded to clients of Tristone
Capital or for providing advice in relation to the Acquisition or any other
matters referred to in this document.
Royal Bank of Canada Europe Limited, which trades as RBC Capital Markets and
which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting as financial adviser to Rift and no one else in
connection with the Acquisition and will not be responsible to anyone other than
Rift for providing the protections afforded to clients of RBC Capital Markets or
for providing advice in relation to the Acquisition or any other matters
referred to in this document.
Seymour Pierce Limited, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting as financial adviser to Rift and
no one else in connection with the Acquisition and will not be responsible to
anyone other than Rift for providing the protections afforded to clients of
Seymour Pierce or for providing advice in relation to the Acquisition or any
other matters referred to in this document.
This announcement is not intended to and does not constitute or form any part of
an offer to sell or an invitation to purchase or the solicitation of an offer to
subscribe for any securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Acquisition or otherwise. Rift Shareholders are
advised to read carefully the formal documentation in relation to the
Acquisition once it has been despatched.
The release, distribution or publication of this announcement in jurisdictions
other than the UK may be restricted by law and therefore any persons who are
subject to the laws of any jurisdiction other than the UK should inform
themselves about and observe any applicable requirements. Copies of this
announcement and any documentation relating to the Acquisition are not being,
and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from any Restricted Jurisdiction and persons
receiving such documents (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send such documents in or into or from
a Restricted Jurisdiction. If the Acquisition is implemented by way of the
Offer, (unless otherwise determined by Talisman Holdings and permitted by
applicable law and regulation) it will not be made, directly or indirectly, in
or into, or by the use of the mails, or by any means of instrumentality
(including without limitation, telephonically or electronically) of interstate
or foreign commerce of, or any facilities of a national securities exchange of
any Restricted Jurisdiction, and the Offer will not be capable of acceptance
from or within any Restricted Jurisdiction.
Forward looking statements
This announcement includes "forward-looking statements" relating to the
Acquisition and the operations of Talisman and Rift that are, by their nature,
subject to risks and uncertainties. These risks and uncertainties include
possible competing bids or changes in the terms of the Acquisition; the risks of
the oil and gas industry, such as operational risks in exploring for, developing
and producing crude oil and natural gas and market demand; the uncertainty of
reserves estimates; the uncertainty of estimates and projections relating to
production, costs and expenses; potential delays or changes in plans with
respect to exploration or development projects or capital expenditures;
fluctuations in oil and gas prices, foreign currency exchange rates and interest
rates; health, safety and environmental risks; uncertainties as to the
availability and cost of financing; risks in conducting foreign operations (for
example, political and fiscal instability or the possibility of civil unrest or
military action); general economic conditions; the effect of acts of, or actions
against, international terrorism; and the possibility that government policies
or laws may change or governmental approvals may be delayed or withheld. Where
not otherwise indicated, references to production volumes in this announcement
are stated on a gross basis, which means they are stated prior to the deduction
of royalties and similar payments. In this announcement, the calculation of
barrels of oil equivalent (boe) is at a conversion rate of six thousand cubic
feet (mcf) of natural gas for one barrel of oil (bbl). Boes may be misleading,
particularly if used in isolation. A boe conversion ratio of 6 mcf:1 bbl is
based on an energy equivalence conversion method primarily applicable at the
burner tip and does not represent a value equivalence at the wellhead. For
additional information identifying further factors, see Talisman's reports on
file with Canadian securities regulatory authorities and the United States
Securities and Exchange Commission. Talisman, Talisman Holdings and Rift assume
no obligation and do not intend to update these forward-looking statements,
except 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 1 per cent. or more of any class of
'relevant securities' of Rift, all 'dealings' in any 'relevant securities' of
that company (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 Scheme becomes
effective, lapses or is otherwise withdrawn or on which the 'Offer Period'
otherwise ends. 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 Rift, they will be deemed to be a single person for the purpose
of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant
securities' of Rift by Talisman Holdings or Rift, or by any of their respective
'associates', must be disclosed by no later than 12.00 noon (London time) on the
London 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 the 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 whether or not you are required
to disclose a 'dealing' under Rule 8, you should consult the Panel.
APPENDIX 1
CONDITIONS AND CERTAIN FURTHER TERMS
OF THE ACQUISITION
Part A: Conditions of the Acquisition
(a) The Acquisition will be conditional upon the Scheme becoming
unconditional and becoming effective by no later than 30 October 2009, or such
later date (if any) as Talisman Holdings and Rift may agree and the Court may
allow.
The Scheme will be conditional upon:
(i) its approval by a majority in number representing not less than
three-fourths in value of the Scheme Shareholders (or the relevant class or
classes thereof, if applicable) present and voting, either in person or by
proxy, at the Court Meeting and at any separate class meeting which may be
required by the Court or at any adjournment of any such meeting;
(ii) all resolutions necessary to approve and implement the Scheme being duly
passed by the requisite majority or majorities at the General Meeting of Rift or
at any adjournment of that meeting; and
(iii) the sanction of the Scheme with or without modification (but subject to
any such modification being acceptable to Talisman Holdings and Rift) and the
confirmation of the Reduction of Capital by the Court and:
a. the delivery of an office copy of each of the Court Orders and of the
minute confirming the Reduction of Capital to the Registrar of Companies in
England and Wales; and
b. the registration of the Court Order effecting the Reduction of Capital by
the Registrar of Companies in England and Wales.
In addition, Talisman Holdings and Rift have agreed that the Acquisition will be
conditional upon the following conditions and, accordingly, the necessary
actions to make the Scheme effective will not be taken unless the following
conditions (as amended if appropriate) have been satisfied or, where relevant,
waived:
(b) no member of any of the Wider Rift Group having entered into any legally
binding agreement or arrangement with any third party relating to the sale,
transfer, disposal, farm out, earn out, carry or similar of any interest in
relation to either licences PPL 235 or PPL 261;
(c) the Papua New Guinea Minister of Petroleum and Energy granting, in
accordance with the Oil and Gas Act, No 49 of 1998 of Papua New Guinea, an
extension of licence PPL 235 on terms reasonably satisfactory to Talisman
Holdings;
(d) the approval by the requisite majority of holders of February 2007
Warrants of amendments to the terms and particulars of such Rift Warrants in
order to facilitate the Acquisition by way of the Scheme on terms reasonably
satisfactory to Talisman Holdings;
(e) there being no provision of any agreement, arrangement, licence, permit
or other instrument to which any member of the Wider Rift Group is a party or by
or to which any such member or any of its assets may be bound, entitled or
subject, which in consequence of the Acquisition or the proposed acquisition of
any shares or other securities in Rift or because of a change in the control or
management of Rift or otherwise, could or might result in to an extent which is
material in the context of the Wider Rift Group as a whole:
(i) any moneys borrowed by or any other indebtedness (actual or contingent)
of, or grant available to any such member, being or becoming repayable or
capable of being declared repayable immediately or earlier than their or its
stated maturity date or repayment date or the ability of any such member to
borrow moneys or incur any indebtedness being withdrawn or inhibited or being
capable of becoming or being withdrawn or inhibited;
(ii) any such agreement, arrangement, licence, permit or instrument or the
rights, liabilities, obligations or interests of any such member thereunder
being terminated or modified or affected or any obligation or liability arising
or any action being taken or arising thereunder;
(iii) any assets or interests of any such member being or falling to be
disposed of or charged or any right arising under which any such asset or
interest could be required to be disposed of or charged;
(iv) the creation or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property or assets of any
such member;
(v) the rights, liabilities, obligations or interests of any such member in,
or the business of any such member with, any person, firm or body (or any
arrangement or arrangements relating to any such interest or business) being
terminated, adversely modified or affected;
(vi) the value of any such member or its financial or trading position or
prospects being prejudiced or adversely affected;
(vii) any such member ceasing to be able to carry on business under any name
under which it presently does so; or
(viii) the creation of any payment obligation or other liability, actual or
contingent, by any such member,
and no event having occurred which, under any provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
Wider Rift 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 (i) to (viii) of this
condition;
(f) no government or governmental, quasi-governmental, supranational,
statutory, regulatory, environmental or investigative body, court, trade agency,
association, institution or any other body or person with similar functions to
the foregoing in any jurisdiction (each a "Third Party") having decided to take,
institute, implement or threaten any action, proceeding, suit, investigation,
enquiry or reference, or enacted, made or proposed any statute, regulation,
decision or order, or having taken any other steps which would or might
reasonably be expected to:
(i) require, prevent or delay the divestiture, or materially alter the terms
envisaged for any proposed divestiture by any member of the Wider Talisman Group
or any member of the Wider Rift Group of all or any portion of their respective
businesses, assets or property or impose any limitation on the ability of any of
them to conduct their respective businesses (or any of them) or to own any of
their respective assets or properties or any part thereof which, in any such
case, is material in the context of the Wider Talisman Group or the Wider Rift
Group in either case taken as a whole;
(ii) require, prevent or delay the divestiture by any member of the Wider
Talisman Group of any shares or other securities in Rift;
(iii) impose any limitation on, or result in a delay in, the ability of any
member of the Wider Talisman Group directly or indirectly to acquire or to hold
or to exercise effectively any rights of ownership in respect of shares or loans
or securities convertible into shares or any other securities (or the
equivalent) in any member of the Wider Rift Group or to exercise management
control over any such member;
(iv) otherwise adversely affect the business, assets, profits or prospects of
any member of the Wider Rift Group in a manner which is adverse to and material
in the context of the Wider Rift Group in either case taken as a whole;
(v) make the Acquisition or its implementation or the acquisition or proposed
acquisition by Talisman Holdings or any member of the Wider Talisman Group of
any shares or other securities in, or control of Rift void, illegal, and/or
unenforceable under the laws of any jurisdiction, or otherwise, directly or
indirectly, restrain, restrict, prohibit, delay or otherwise materially
interfere with the same, or impose additional conditions or obligations with
respect thereto, or otherwise challenge or interfere therewith;
(vi) require any member of the Wider Talisman Group or the Wider Rift Group
to offer to acquire any shares or other securities (or the equivalent) or
interest in any member of the Wider Rift Group or the Wider Talisman Group owned
by any third party;
(vii) impose any limitation on the ability of any member of the Wider Rift
Group to co-ordinate its business, or any part of it, with the businesses of any
other members which is adverse to and material in the context of the group
concerned taken as a whole; or
(viii) result in any member of the Wider Rift Group ceasing to be able to
carry on business under any name under which it presently does so,
and all applicable waiting and other time periods during which any such Third
Party could institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference or any other step under the laws of any
jurisdiction in respect of the Acquisition or the acquisition or proposed
acquisition of any Rift Shares having expired, lapsed or been terminated;
(g) all filings or applications required to be made in connection with the
Acquisition having been made and all statutory or regulatory obligations in any
jurisdiction having been complied with in connection with the Acquisition or the
acquisition by any member of the Wider Talisman Group of any shares or other
securities in, or control of, Rift and all authorisations, orders, recognitions,
grants, consents, licences, confirmations, clearances, permissions and approvals
reasonably deemed necessary or appropriate by Talisman Holdings or any member of
the Wider Talisman Group for or in respect of the Acquisition or the proposed
acquisition of any shares or other securities in, or control of, Rift by any
member of the Wider Talisman Group having been obtained in terms and in a form
reasonably satisfactory to Talisman Holdings from all appropriate Third Parties
or persons with whom any member of the Wider Rift Group has entered into
contractual arrangements and all such authorisations, orders, recognitions,
grants, consents, licences, confirmations, clearances, permissions and approvals
together with all material authorisations, orders, recognitions, grants,
licences, confirmations, clearances, permissions and approvals necessary or
appropriate to carry on the business of any member of the Wider Rift Group which
is material in the context of the Talisman Group or the Rift Group as a whole
remaining in full force and effect and all filings necessary for such purpose
have been made and there being no notice or intimation of any intention to
revoke or not to renew any of the same at the time at which the Acquisition
becomes otherwise unconditional and all necessary statutory or regulatory
obligations in any jurisdiction having been complied with;
(h) except as publicly announced by Rift in accordance with the AIM Rules
prior to 16 June 2009, no member of the Wider Rift Group having, since 31 March
2009:
(i) save as between Rift and wholly-owned subsidiaries of Rift or for Rift
Shares issued pursuant to the exercise of options granted under the Rift Share
Option Schemes, issued, authorised or proposed the issue of additional shares of
any class;
(ii) save as between Rift and wholly-owned subsidiaries of Rift or for the
grant of options under the Rift Share Option Schemes, issued or agreed to issue,
authorised or proposed the issue of securities convertible into shares of any
class or rights, warrants or options to subscribe for, or acquire, any such
shares or convertible securities;
(iii) other than to another member of the Rift Group, recommended, declared,
paid or made or proposed to recommend, declare, pay or make any bonus, dividend
or other distribution whether payable in cash or otherwise;
(iv) save for intra-Rift Group transactions, merged or demerged with any body
corporate or acquired or disposed of or transferred, mortgaged or charged or
created any security interest over any assets or any right, title or interest in
any asset (including shares and trade investments) or authorised or proposed or
announced any intention to propose any merger, demerger, acquisition or
disposal, transfer, mortgage, charge or security interest, in each case, other
than in the ordinary course of business;
(v) save for intra-Rift Group transactions, made or authorised or proposed or
announced an intention to propose any change in its loan capital;
(vi) issued, authorised or proposed the issue of any debentures or (save for
intra-Rift Group transactions), incurred or increased any indebtedness or, save
in the ordinary course of business, become subject to any contingent liability;
(vii) purchased, redeemed or repaid or announced any proposal to purchase,
redeem or repay any of its own shares or other securities or reduced or, save in
respect to the matters mentioned in sub-paragraph (i) above, made any other
change to any part of its share capital;
(viii) implemented, or authorised, proposed or announced its intention to
implement, any reconstruction, amalgamation, scheme, commitment or other
transaction or arrangement otherwise than in the ordinary course of business or
entered into or changed the terms of any contract with any director or senior
executive;
(ix) entered into or varied or authorised, proposed or announced its
intention to enter into or vary any contract, transaction or commitment (whether
in respect of capital expenditure or otherwise) which is of a long term, onerous
or unusual nature or magnitude or which is or could be materially restrictive on
the businesses of any member of the Wider Rift Group or the Wider Talisman Group
or which involves or could involve an obligation of such a nature or magnitude
or which is other than in the ordinary course of business and which is material
in the context of the Wider Rift Group taken as a whole;
(x) (other than in respect of a member which is dormant and was solvent at
the relevant time) taken any corporate action or had any legal proceedings
started or threatened against it for its winding-up, dissolution or
reorganisation or for the appointment of a receiver, administrative receiver,
administrator, trustee or similar officer of all or any of its assets or
revenues or any analogous proceedings in any jurisdiction or had any such person
appointed;
(xi) entered into any contract, transaction or arrangement which would be
restrictive on the business of any member of the Wider Rift Group or the Wider
Talisman Group other than to a nature and extent which is normal in the context
of the business concerned;
(xii) waived or compromised any claim otherwise than in the ordinary course
of business;
(xiii) entered into any contract, commitment, arrangement or agreement
otherwise than in the ordinary course of business or passed any resolution or
made any Offer (which remains open for acceptance) with respect to or announced
any intention to, or to propose to, effect any of the transactions, matters or
events referred to in this condition;
(xiv) having made or agreed or consented to any change to:
a. the terms of the trust deeds constituting the pension scheme(s)
established by any member of the Wider Rift Group for its directors, employees
or their dependents;
b. the contributions payable to any such scheme(s) or to the benefits which
accrue or to the pensions which are payable thereunder;
c. the basis on which qualification for, or accrual or entitlement to, such
benefits or pensions are calculated or determined; or
d. the basis upon which the liabilities (including pensions) of such pension
schemes are funded, valued or made; or
(xv) proposed, agreed to provide or modified the terms of any share option
scheme, incentive scheme or other benefit relating to the employment or
termination of employment of any person employed by the Wider Rift Group,
and, for the purposes of paragraphs (iii),(iv), (v) and (vi) of this condition,
the term "Rift Group" shall mean Rift and its wholly-owned subsidiaries;
(i) except as disclosed in the accounts for the year to 31 March 2009, or
publicly announced in accordance with the AIM Rules by Rift prior to 16 June
2009, or where not material in the context of the Wider Rift Group and or the
Acquisition, since 31 March 2009:
(i) no adverse change or deterioration having occurred in the business,
assets, financial or trading position or profits or prospects of any member of
the Wider Rift Group;
(ii) no litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the Wider Rift Group is or may become a party
(whether as a plaintiff, defendant or otherwise) and no investigation by any
Third Party against or in respect of any member of the Wider Rift Group having
been instituted announced or threatened by or against or remaining outstanding
in respect of any member of the Wider Rift Group which in any such case might
reasonably be expected to adversely affect any member of the Wider Rift Group;
(iii) no contingent or other liability having arisen or become apparent to
Talisman Holdings which would be likely to adversely affect any member of the
Wider Rift Group; and
(iv) no steps having been taken which are likely to result in the withdrawal,
cancellation, termination or modification of any licence held by any member of
the Wider Rift Group which is necessary for the proper carrying on of its
business;
(j) save as publicly announced in accordance with the AIM Rules by Rift prior
to 16 June 2009 or as otherwise fairly disclosed in writing to Talisman Holdings
prior to that date by any member of the Rift Group, Talisman Holdings not having
discovered:
(i) that any financial, business or other information concerning the Wider
Rift Group as contained in the information publicly disclosed at any time by or
on behalf of any member of the Wider Rift Group is materially misleading,
contains a material misrepresentation of fact or omits to state a fact necessary
to make that information not misleading;
(ii) that any member of the Wider Rift Group partnership, company or other
entity in which any member of the Wider Rift Group has a significant economic
interest and which is not a subsidiary undertaking of Rift is subject to any
liability (contingent or otherwise) which is not disclosed in the annual report
and accounts of Rift for the year ended 31 March 2009 and which is material in
the context of the Wider Rift Group or the Acquisition; or
(iii) any information which affects the import of any information disclosed
at any time by or on behalf of any member of the Wider Rift Group and which is
material in the context of the Wider Rift Group taken as a whole; and
(k) Talisman Holdings not having discovered that:
(i) any past or present member of the Wider Rift Group has failed to comply
with any and/or all applicable legislation or regulation, of any jurisdiction
with regard to the disposal, spillage, release, discharge, leak or emission of
any waste or hazardous substance or any substance 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 disposal,
spillage, release, discharge, leak or emission (whether or not the same
constituted a non-compliance by any person with any such legislation or
regulations, and wherever the same may have taken place) any of which disposal,
spillage, release, discharge, leak or emission would be likely to give rise to
any liability (actual or contingent) on the part of any member of the Wider Rift
Group and which is material in the context of the Wider Rift Group taken as a
whole; or
(ii) there is, or is likely to be, for that or any other reason whatsoever,
any liability (actual or contingent) of any past or present member of the Wider
Rift Group to make good, repair, reinstate or clean up any property or any
controlled waters now or previously owned, occupied, operated or made use of or
controlled by any such past or present member of the Wider Rift Group, under any
environmental legislation, regulation, notice, circular or order of any
government, governmental, quasi-governmental, state or local government,
supranational, statutory or other regulatory body, agency, court, association or
any other person or body in any jurisdiction and which is material in the
context of the Wider Rift Group taken as a whole.
For the purposes of these conditions the "Wider Rift Group" means Rift and its
subsidiary undertakings, associated undertakings and any other undertaking in
which Rift and/or such undertakings (aggregating their interests) have a
significant interest and the "Wider Talisman Group" means Talisman and its
subsidiary undertakings, associated undertakings and any other undertaking in
which Talisman and/or such undertakings (aggregating their interests) have a
significant interest and for these purposes "subsidiary undertaking" and
"undertaking" have the meanings given by the Companies Act 2006, "associated
undertaking" has the meaning given by paragraph 19 of Schedule 6 to the Large
and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008
other than paragraph 19(1)(b) of Schedule 6 to those Regulations which shall be
excluded for this purpose, and "significant interest" means a direct or indirect
interest in ten per cent. or more of the equity share capital (as defined in the
Companies Act 2006).
Talisman Holdings reserves the right to waive, in whole or in part, all or any
of conditions (a) to (j) above, except for condition (a).
Talisman Holdings shall be under no obligation to waive (if capable of waiver)
or treat as satisfied any of conditions (b) to (j) (inclusive) by a date earlier
than the latest date specified above for the satisfaction thereof,
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.
If Talisman Holdings is required by the Panel to make an offer for Rift Shares
under the provisions of Rule 9 of the Code, Talisman Holdings may make such
alterations to any of the above conditions as are necessary to comply with the
provisions of that Rule.
Talisman Holdings reserves the right to elect (with the consent of the Panel) to
implement the Acquisition by way of a takeover offer (as defined in Part 28 of
the Companies Act 2006) as it may determine in its absolute discretion. In such
event, such offer will be implemented on the same terms, so far as applicable,
as those which would apply to the Scheme, subject to appropriate amendments to
reflect the change in method of effecting the Acquisition, including (without
limitation and subject to the consent of the Panel) an acceptance condition set
at 90 per cent. (or such lesser percentage, being more than 50 per cent., as
Talisman Holdings may decide): (i) in nominal value of the shares to which such
offer relates; (ii) of the voting rights attached to those shares; and (iii) of
the voting rights normally exercisable at a general meeting of Rift, including,
for this purpose, any such voting rights attaching to Rift Shares that are
unconditionally allotted or issued before the takeover offer becomes or is
declared unconditional as to acceptances, whether pursuant to the exercise of
any outstanding subscription or conversion rights or otherwise.
If Talisman Holdings elects (with the consent of the Panel) to implement the
Acquisition by way of the Offer, the Offer will not be subject to condition (d)
above.
This Acquisition will be governed by English law and be subject to the
jurisdiction of the English courts, to the conditions set out below and in the
formal Scheme Document and to the applicable rules and regulations of the
Financial Services Authority, the London Stock Exchange and the Code.
Part B: Certain further terms of the Offer
In the event that the Acquisition is to be implemented by way of the Offer, the
Rift Shares which will be acquired under the Offer will be acquired fully paid
and free from all liens, equities, charges, encumbrances, options, rights of
pre-emption and any other third party rights and interests of any nature and
together with all rights now or hereafter attaching or accruing to them,
including voting rights and the right to receive and retain in full all
dividends and other distributions (if any) declared, made or paid on or after
the date of this announcement.
APPENDIX 2
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this announcement:
1. Unless otherwise stated:
* financial information relating to the Talisman Group has been extracted or
derived (without any adjustment) from the audited annual report and accounts for
Talisman for the year ended 31 December 2008; and
* financial information relating to the Rift Group has been extracted or derived
(without any adjustment) from the Company's own records.
2. The value of the Acquisition is calculated on the basis of the fully
diluted number of Rift Shares in issue referred to in paragraph 4 below.
3. As at the close of business on 15 June 2009, being the last business day
prior to the date of this announcement, Rift had in issue 815,838,680 Rift
Shares. Today RBC has exercised 14,651,572 warrants and for the purposes of this
announcement these shares have been included in the issued share capital which
totals 830,490,252. The International Securities Identification Number for Rift
Shares is GB00B05HSB23.
4. The fully diluted share capital of Rift (being 883,234,252 Rift Shares) is
calculated on the basis of:
* the number of issued Rift Shares referred to in paragraph 3 above; and
* any further Rift Shares which may be issued on or after the date of this
announcement on the exercise of warrants, or the exercise of options or vesting
of awards under the Rift Share Schemes, amounting in aggregate to 52,744,000
Rift Shares.
5. Unless otherwise stated, all prices and closing prices for Rift Shares are
closing middle market quotations derived from the AIM Appendix to the London
Stock Exchange Daily Official List (SEDOL).
6. The premium calculations to the price per Rift Share have been calculated
by reference to a price of 10.0 pence per Rift Share, being the closing price on
15 June 2009, the last business day prior to the date of this announcement.
7. The average closing price per Rift Share of 9.3 pence and 7.5 pence over
the 30 day and three month trading periods respectively ended 15 June 2009 is
derived from data provided by Bloomberg.
APPENDIX 3
IRREVOCABLE UNDERTAKINGS
Each of the Directors of Rift and/or certain of their connected persons has
delivered an undertaking to Talisman Holdings pursuant to which each has
irrevocably undertaken to vote in favour of the Scheme (or, if applicable to
accept the Offer) in respect of Rift Shares held by them and, in certain cases,
by their connected persons in respect of their entire beneficial holdings which
amount, in aggregate, to 136,779,246 Rift Shares, representing approximately
16.47 per cent. of the existing issued share capital of Rift. These undertakings
will continue to be binding even if a competing offer is made for Rift which
exceeds the value of the Acquisition and even if such higher offer is
recommended for acceptance by the Board of Rift. However, these undertakings
shall cease to be binding if the Scheme or Offer lapses or is withdrawn.
The following table shows the number of Rift Shares in which each of the Rift
Directors and, in certain cases, their connected persons had an interest on the
date of the irrevocable undertaking given by him, and in respect of which an
irrevocable undertaking was given:
+------------------------+------------------------+------------------------+
| Name | Number of Rift Shares | Percentage of issued |
| | | share capital of Rift |
+------------------------+------------------------+------------------------+
| Ian Gowrie-Smith | 72,615,825 | 8.74% |
+------------------------+------------------------+------------------------+
| David Lees | 61,238,028 | 7.37% |
+------------------------+------------------------+------------------------+
| Jennifer Lean | 1,998,993 | 0.24% |
+------------------------+------------------------+------------------------+
| John Bentley | 666,667 | 0.08% |
+------------------------+------------------------+------------------------+
| Peter Mikkelsen | 259,733 | 0.03% |
+------------------------+------------------------+------------------------+
In addition, Talisman Holdings has received irrevocable undertakings to vote in
favour of the Scheme (or, if applicable to accept the Offer) from certain other
Rift Shareholders, which amount, in aggregate, to 131,785,605 Rift Shares,
representing approximately 15.87 per cent. of the existing issued share capital
of Rift. These undertakings will continue to be binding even if a competing
offer is made for Rift unless:
(a) a person not acting in concert with Talisman Holdings announces prior to
the date by which proxy forms are to be received in respect of the Scheme, a
firm intention to make an offer for Rift which represents an improvement of at
least 10 per cent. per Rift Share over the value of the consideration available
under the Acquisition; and
(b) Talisman Holdings fails to announce, at or prior to 11.59 p.m. on the
fourteenth day after such higher offer is announced, a revision to the terms of
the Acquisition which represents an improvement to the consideration per Rift
Share available under such higher offer; or
(c) the Scheme or Offer lapses or is withdrawn.
The following table shows the number of Rift Shares in which each of those other
Rift Shareholders had an interest on the date of the irrevocable undertaking
given by him or her, and in respect of which an irrevocable undertaking was
given:
+------------------------+------------------------+------------------------+
| Name | Number of Rift Shares | Percentage of issued |
| | | share capital of Rift |
+------------------------+------------------------+------------------------+
| Nigel Wray | 45,390,477 | 5.47% |
+------------------------+------------------------+------------------------+
| Indusprojet | 40,065,768 | 4.82% |
| Establishment | | |
+------------------------+------------------------+------------------------+
| Mary Bourne Ltd | 20,566,668 | 2.48% |
+------------------------+------------------------+------------------------+
| RBC Capital Markets | 14,651,572 | 1.76% |
+------------------------+------------------------+------------------------+
| John Illsley | 11,111,120 | 1.34% |
+------------------------+------------------------+------------------------+
APPENDIX 4
DEFINITIONS
The following definitions apply throughout this announcement unless the context
requires otherwise.
+--------------------------------+-------------------------------------------+
| 2009 Warrants | warrants issued pursuant to the deed |
| | poll relating to the issue of up to |
| | 10,000,000 warrants dated 18 May 2009 |
| | |
+--------------------------------+-------------------------------------------+
| Act | Companies Act 1985 (as amended) or, |
| | where relevant, the Companies Act 2006 |
| | and where any specific provision of the |
| | Companies Act 1985 is referred to, this |
| | will include, where relevant, any |
| | equivalent provision of the Companies |
| | Act 2006 |
| | |
+--------------------------------+-------------------------------------------+
| Acquisition | the proposed acquisition by Talisman |
| | Holdings of the entire issued and to be |
| | issued share capital of Rift to be |
| | implemented by way of the Scheme, or if |
| | Talisman Holdings so determines in its |
| | absolute discretion, by means of the |
| | Offer |
| | |
+--------------------------------+-------------------------------------------+
| AIM | AIM, a market operated by the London |
| | Stock Exchange |
| | |
+--------------------------------+-------------------------------------------+
| Alternative Proposal | an offer or possible offer or proposal |
| | put forward by any third party which is |
| | not acting in concert with Talisman |
| | Holdings in respect of or for all or a |
| | significant proportion (being in excess |
| | of 25 per cent. when aggregated with |
| | shares already held by the third party |
| | and anyone acting in concert (as defined |
| | in the Code) with it) of the shares of |
| | Rift or the sale or possible sale of the |
| | whole or any material part of the assets |
| | of the Rift Group or in relation to a |
| | transaction which is otherwise |
| | inconsistent with consummation of the |
| | Acquisition, in each case howsoever it |
| | is proposed that such offer, proposal or |
| | transaction be implemented (whether |
| | legally binding or not and whether or |
| | not pre-conditional) provided that the |
| | farm in offer announced by Rift to the |
| | London Stock Exchange on 5 May 2009 |
| | shall not constitute an Alternative |
| | Proposal on the terms proposed under |
| | such offer except to the extent that the |
| | terms of the offer are revised or varied |
| | in any way |
| | |
+--------------------------------+-------------------------------------------+
| BERR | Department for Business, Enterprise, |
| | Reform and Regulation |
| | |
+--------------------------------+-------------------------------------------+
| Board | as the context requires, the board of |
| | directors of Rift or the board of |
| | directors of Talisman and the terms |
| | "Rift Board" and "Talisman Board" shall |
| | be construed accordingly |
| | |
+--------------------------------+-------------------------------------------+
| Business Day | any day (other than a public holiday, |
| | Saturday or Sunday) on which clearing |
| | banks in London are open for normal |
| | business |
| | |
+--------------------------------+-------------------------------------------+
| Closing Price | the closing middle market quotation of |
| | an Rift Share as derived from the Daily |
| | Official List of the London Stock |
| | Exchange |
| | |
+--------------------------------+-------------------------------------------+
| Code | The City Code on Takeovers and Mergers |
| | |
+--------------------------------+-------------------------------------------+
| Consideration | 13 pence per Rift Share received by Rift |
| | Shareholders pursuant to the Acquisition |
| | |
+--------------------------------+-------------------------------------------+
| Court | the High Court of Justice in England and |
| | Wales |
| | |
+--------------------------------+-------------------------------------------+
| Court Meeting | the meeting of Scheme Shareholders (and |
| | any adjournment thereof) to be convened |
| | pursuant to an order of the Court |
| | pursuant to Part 26 of the Act for the |
| | purpose of considering the Scheme and, |
| | if thought fit, approving the Scheme |
| | (with or without amendment) |
| | |
+--------------------------------+-------------------------------------------+
| Court Orders | the First Court Order and the Second |
| | Court Order |
| | |
+--------------------------------+-------------------------------------------+
| Directors | the directors of Rift or the directors |
| | of Talisman at the date of this |
| | document, as the context so requires and |
| | the terms "Directors of Rift" or "Rift |
| | Directors", or "Directors of Talisman" |
| | or "Talisman Directors" shall be |
| | construed accordingly |
| | |
+--------------------------------+-------------------------------------------+
| EEA | the European Economic Area |
| | |
+--------------------------------+-------------------------------------------+
| February 2007 Warrants | warrants issued pursuant to the deed |
| | poll relating to the issue of up to |
| | 23,750,000 warrants dated 20th February |
| | 2007 |
| | |
+--------------------------------+-------------------------------------------+
| First Court Order | the order of the Court sanctioning the |
| | Scheme under Part 26 of the Act |
| | |
+--------------------------------+-------------------------------------------+
| Flex LNG | FLEX LNG Ltd. |
| | |
+--------------------------------+-------------------------------------------+
| GM or General Meeting | the general meeting of Rift Shareholders |
| | to be convened by the notice to be set |
| | out at the end of the Scheme Document, |
| | including any adjournment thereof |
| | |
+--------------------------------+-------------------------------------------+
| Hearing Date | the date on which the Court sanctions |
| | the Scheme and confirms the reduction of |
| | capital which forms part of it |
| | |
+--------------------------------+-------------------------------------------+
| Implementation Agreement | the agreement entered into between |
| | Talisman Holdings and Rift on the date |
| | of this announcement for the purposes of |
| | implementing the Scheme |
| | |
+--------------------------------+-------------------------------------------+
| London Stock Exchange | London Stock Exchange plc |
| | |
+--------------------------------+-------------------------------------------+
| Offer | should Talisman Holdings so elect, a |
| | takeover offer to be made by or on |
| | behalf of Talisman Holdings and, where |
| | the context so requires, any subsequent |
| | revision, variation, extension, or |
| | renewal of such Offer |
| | |
+--------------------------------+-------------------------------------------+
| Overseas Shareholders | Scheme Shareholders who are resident in, |
| | ordinarily resident in, or citizens of, |
| | jurisdictions outside the United Kingdom |
| | |
+--------------------------------+-------------------------------------------+
| Panel | The Panel on Takeovers and Mergers |
| | |
+--------------------------------+-------------------------------------------+
| RBC or RBC Capital Markets | Royal Bank of Canada Europe Limited |
| | |
+--------------------------------+-------------------------------------------+
| Reduction of Capital | the proposed reduction of share capital |
| | of Rift pursuant to the Scheme |
| | |
+--------------------------------+-------------------------------------------+
| Regulatory Information Service | any of the services set out in Appendix |
| | 3 to the Listing Rules |
| | |
+--------------------------------+-------------------------------------------+
| Restricted Jurisdiction | subject always to the requirements of |
| | Rule 30.3 of the Code in relation to the |
| | distribution of offer documentation to |
| | jurisdictions outside the UK, whether |
| | inside or outside the EEA, any |
| | jurisdiction where extension or |
| | acceptance of the Offer would violate |
| | the law of that jurisdiction |
| | |
+--------------------------------+-------------------------------------------+
| Rift or the Company | Rift Oil PLC |
| | |
+--------------------------------+-------------------------------------------+
| Rift Group | Rift and its subsidiaries and subsidiary |
| | undertakings |
| | |
+--------------------------------+-------------------------------------------+
| Rift Optionholders | holders of Rift Options |
| | |
+--------------------------------+-------------------------------------------+
| Rift Options | options under the Rift Share Option |
| | Scheme |
| | |
+--------------------------------+-------------------------------------------+
| Rift Shareholders | registered holders of Rift Shares |
| | |
+--------------------------------+-------------------------------------------+
| Rift Share Option Scheme | the Rift Oil PLC Unapproved Share Option |
| | Plan |
| | |
+--------------------------------+-------------------------------------------+
| Rift Shares | ordinary shares of 1 penny each in the |
| | capital of Rift |
| | |
+--------------------------------+-------------------------------------------+
| Rift Warrants | any of the February 2007 Warrants or |
| | 2009 Warrants |
| | |
+--------------------------------+-------------------------------------------+
| Scheme | the proposed scheme of arrangement under |
| | Part 26 of the Act between Rift and the |
| | Scheme Shareholders, as will be set out |
| | in the Scheme Document, with or subject |
| | to any modification thereof, addition |
| | thereto or condition which Rift and |
| | Talisman Holdings may agree and, if |
| | required, which the Court may think fit |
| | to approve or impose |
| | |
+--------------------------------+-------------------------------------------+
| Scheme Document | the document to be published and sent to |
| | Rift Shareholders containing the notices |
| | of the two Shareholder Meetings and |
| | further information containing the |
| | Scheme |
| | |
+--------------------------------+-------------------------------------------+
| Scheme Effective Date | the date on which the Scheme becomes |
| | effective in accordance with its terms |
| | |
+--------------------------------+-------------------------------------------+
| Scheme Record Time | 4.30 p.m. on the business day |
| | immediately preceding the Scheme |
| | Effective Date |
| | |
+--------------------------------+-------------------------------------------+
| Scheme Resolutions | the resolutions to be proposed at the |
| | Court Meeting and the special |
| | resolutions to be proposed at the |
| | General Meeting |
| | |
+--------------------------------+-------------------------------------------+
| Scheme Shareholders | the holders of Scheme Shares |
| | |
+--------------------------------+-------------------------------------------+
| Scheme Shares | means Rift |
| | Shares: |
| | (i) in |
| | issue at the |
| | date of this |
| | announcement; |
| | (ii) (if |
| | any) issued |
| | after the |
| | date of this |
| | announcement |
| | and prior to |
| | the Voting |
| | Record Time; |
| | and |
| | (iii) (if |
| | any) issued |
| | at or after |
| | the Voting |
| | Record Time |
| | and before |
| | 6.00 p.m. on |
| | the business |
| | day |
| | immediately |
| | preceding the |
| | Hearing Date, |
| | on terms that |
| | the original |
| | or subsequent |
| | holder |
| | thereof shall |
| | be, or shall |
| | have agreed |
| | in writing by |
| | such time to |
| | be, bound by |
| | this Scheme, |
| | save for any |
| | Rift Shares |
| | held by |
| | Talisman |
| | Holdings (or |
| | its nominees) |
| | |
+--------------------------------+-------------------------------------------+
| Second Court Order | the order of the Court confirming the |
| | Reduction of Capital |
| | |
+--------------------------------+-------------------------------------------+
| Seymour Pierce | Seymour Pierce Limited, the independent |
| | adviser to Rift for the purposes of Rule |
| | 3 of the Code |
| | |
+--------------------------------+-------------------------------------------+
| Substantial Interest | a direct or indirect interest in 20 per |
| | cent. or more of the voting or equity |
| | capital (or equivalent) of an |
| | undertaking |
| | |
+--------------------------------+-------------------------------------------+
| Talisman | Talisman Energy Inc. which is |
| | incorporated under the laws of Canada |
| | |
+--------------------------------+-------------------------------------------+
| Talisman Group | Talisman Energy Inc. and its |
| | subsidiaries, subsidiary undertakings, |
| | and associated undertakings |
| | |
+--------------------------------+-------------------------------------------+
| Talisman Holdings | Talisman Energy Holdings Ltd. which is |
| | incorporated under the laws of Alberta |
| | |
+--------------------------------+-------------------------------------------+
| Tristone or Tristone Capital | Tristone Capital Limited |
| | |
+--------------------------------+-------------------------------------------+
| UK or United Kingdom | the United Kingdom of Great Britain and |
| | Northern Ireland (and its dependent |
| | territories) |
| | |
+--------------------------------+-------------------------------------------+
| UK Listing Authority or UKLA | the Financial Services Authority acting |
| | in its capacity as the competent |
| | authority for the purposes of Part VI of |
| | the Financial Services and Markets Act |
| | 2000 |
| | |
+--------------------------------+-------------------------------------------+
| Voting Record Time | 48 hours prior to the time of the Court |
| | Meeting |
| | |
+--------------------------------+-------------------------------------------+
| | |
+--------------------------------+-------------------------------------------+
| | |
+--------------------------------+-------------------------------------------+
The terms "subsidiary undertaking" and "undertaking" have the meanings given by
the Act, "associated undertaking" has the meaning given by paragraph 19 of
Schedule 6 to the Large and Medium-sized Companies and Groups (Accounts and
Reports) Regulations 2008 other than paragraph 19(1)(b) of Schedule 6 to those
Regulations which shall be excluded for this purpose, and "significant interest"
means a direct or indirect interest in ten per cent. or more of the equity share
capital (as defined in the Companies Act 2006).
All references to time in this document are to London time.
Words importing the singular shall include the plural and vice versa, and words
importing the masculine gender shall include the feminine or neutral gender.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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