Acquisition Details for Shareholders
June 24 2009 - 11:12AM
UK Regulatory
TIDMRIFT TIDMAN26
RNS Number : 4530U
Rift Oil PLC
24 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.
+------------------------------------+------------------------------------+
| For immediate release | 24 June 2009 |
+------------------------------------+------------------------------------+
Further re: Recommended acquisition of
Rift Oil PLC ("Rift")
by
Talisman Energy Holdings Ltd. ("Talisman Holdings")
a wholly owned subsidiary of
Talisman Energy Inc. ("Talisman")
On 16 June 2009 the Boards of Rift and Talisman announced that they had 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 implemented by way of a scheme of
arrangement under Part 26 of the Act.
Further to that announcement, Rift announces that the documentation relating to
the Acquisition, including, inter alia, the Scheme Document, will be posted to
Rift Shareholders and Rift Warrantholders today.
As set out in the Scheme Document, two shareholder meetings, namely the
Shareholder Court Meeting and the Rift GM, will be held to allow Rift
Shareholders to vote on the proposed resolutions required to implement the
Scheme. A separate meeting of Rift Warrantholders will also be held to vote on
the Warrant Scheme (the Warrantholder Court Meeting).
The Shareholder Court Meeting the Rift GM and the Warrantholder Court Meeting
will be held at 5-8 The Sanctuary, London SW1P 3JS on 17 July 2009 from
10:00a.m.
Rift Shareholders and Rift Warrantholders are asked to complete and return the
blue, yellow and pink forms of proxy as relevant, enclosed with the Scheme
Document, in accordance with the instructions printed thereon as soon as
possible, but in any event so as to be received by Rift's registrars, Capita
Registrars, Proxy Department, The Registry, 34 Beckenham Road, Beckenham,
Kent BR3 4TU, not later than 48 hours before the relevant meeting. If the blue
form of proxy for the Shareholder Court Meeting is not lodged by the relevant
time, it may be handed to the Chairman of the Shareholder Court Meeting at
the Shareholder Court Meeting. If the pink form of proxy for the Warrantholder
Court Meeting is not lodged by the relevant time, it may be handed to the
Chairman of the Warrantholder Court Meeting at the Warrantholder Court Meeting.
However, in the case of the Rift GM, if the yellow form of proxy is not lodged
by the relevant time, it will be invalid.
In order that the Court can be satisfied that the votes cast constitute a fair
representation of the views of Rift Shareholders and Rift Warrantholders, it is
important that as many votes as possible are cast at both the Shareholder Court
Meeting and the Warrantholder Court Meeting.
Copies of the Scheme Document will shortly be available for inspection on the
Rift website (www.riftoil.com) and at the registered office of Rift being the
offices of Fasken Martineau LLP, 17 Hanover Square, London W1S 1HU during normal
business hours on Monday to Friday of each week (public holidays excepted).
The Acquisition remains subject to the terms and conditions set out in the
Scheme Document.
The Scheme will not become effective and the Acquisition will not be completed
unless the conditions set out in 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.
Terms defined in the Scheme Document have the same meaning in this announcement.
Talisman Holdings and Rift have been advised by certain shareholders who gave
irrevocable undertakings in respect of the Rift Shares held by them ("Rift
Shares") to vote in favour of the Scheme Resolutions, that the number of Rift
Shares in respect of which they have given the undertaking was incorrect.
Marybourne Limited has advised that the correct number of Rift Shares it holds
is 18,166,668.
Indusprojet has advised that the correct number of Rift Shares it holds is
37,938,268.
Each of Marybourne Limited and Indusprojet has signed irrevocable undertakings
in respect of the amended number of Rift Shares.
In total therefore Talisman Holdings has received irrevocable undertakings to
vote in favour of the Scheme Resolutions in respect of a total of 264,037,351
Rift Shares representing, in aggregate, approximately 31.79 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, 127,258,105
Rift Shares, representing approximately 15.32 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 the Scheme Document.
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 | (Financial Adviser and Nominated Adviser to |
| Limited | 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.
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 information is provided by RNS
The company news service from the London Stock Exchange
END
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