Result of Court Meeting and GM Results
July 17 2009 - 9:31AM
UK Regulatory
TIDMRIFT TIDMAN26
RNS Number : 8880V
Rift Oil PLC
17 July 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
17 July 2009
Recommended acquisition of
Rift Oil PLC
("Rift")
at 13 pence per Rift Share
by
Talisman Energy Holdings Ltd.
a wholly owned subsidiary of
Talisman Energy Inc.
("Talisman")
Result of Court Meeting and General Meeting
Rift announces that at the meeting convened by the court and held earlier today,
17 July 2009 (the "Court Meeting"), and at the subsequent General Meeting (the
"GM") to approve the scheme of arrangement (the "Scheme") to implement the offer
to acquire Rift by Talisman (the "Acquisition"), all of the resolutions were
approved by the necessary majorities.
Voting results
The voting results in relation to the Court Meeting and the GM are summarised
below:
COURT MEETING
Number of Rift Shareholders: FOR: 216 (92.7%), AGAINST: 17 (7.3%)
representing the following number of votes: FOR: 513,226,748 (99.84%), AGAINST:
831,829 (0.16%)
representing the following percentage of issued shares: FOR: 61.8%, AGAINST:
0.10%
Number of Rift Warrantholders: FOR: 11 (100%), AGAINST:0 (0%)
representing the following number of votes: FOR: 26,416,666 (100%), AGAINST: 0
(0%)
GM
The special resolution to give effect to the Scheme was passed unanimously on a
show of hands at the GM.
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 and Rift may agree and (if
required) the Court may approve.
Enquiries:
+-----------------------------------------------+-------------------------------------------------------------+
| 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 | |
+-----------------------------------------------+-------------------------------------------------------------+
+-----------------------------------------------+-------------------------------------------------------------+
| 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 | |
+-----------------------------------------------+-------------------------------------------------------------+
| | |
+-----------------------------------------------+-------------------------------------------------------------+
The Rift Directors accept responsibility for the information contained in this
announcement. To the best of the knowledge and belief of the Rift Directors (who
have taken all reasonable care to ensure that such is the case), the information
contained in this announcement is in accordance with the facts and does not omit
anything likely to affect the import of such information.
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.
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.
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.
Talisman reserves the right to implement the Acquisition by way of an Offer, in
which case additional documents will be despatched to Rift Shareholders. Further
details are set out in the Scheme Document.
Words and expressions defined in the Scheme Document shall, unless the context
provides otherwise, have the same meanings in this announcement.
APPENDIX
Expected timetable of principal events*
+-----------------------------------------------------+---------------------------+
| First Court Hearing to sanction the Scheme | 6 August 2009 |
+-----------------------------------------------------+---------------------------+
| Last day of dealings in Rift Shares | 7 August 2009 |
+-----------------------------------------------------+---------------------------+
| Dealings in Rift Shares suspended in London | 5.00 p.m. on 7 August |
| | 2009 |
+-----------------------------------------------------+---------------------------+
| Scheme Record Time | 6.00 p.m. on 7 August |
| | 2009 |
+-----------------------------------------------------+---------------------------+
| Second Court Hearing to confirm the Reduction of | 10 August 2009 |
| Capital | |
+-----------------------------------------------------+---------------------------+
| Effective Date of the Scheme | 10 August 2009 |
+-----------------------------------------------------+---------------------------+
| Despatch of cheques and settlement through CREST | By 24 August 2009 |
+-----------------------------------------------------+---------------------------+
* These dates are indicative only and will depend, among other things, on the
date upon which the Court sanctions the Scheme and whether the Conditions are
satisfied or (if capable of waiver) waived on or prior to such date.
All references to times are to times in London (unless otherwise stated).
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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