Coastal Energy Company Coastal Mails Meeting Materials (5496V)
December 13 2013 - 11:45AM
UK Regulatory
TIDMCEO
RNS Number : 5496V
Coastal Energy Company
13 December 2013
Coastal Mails Meeting Materials
HOUSTON, December 13, 2013 (GLOBAL NEWSWIRE) -- Coastal Energy
Company ("Coastal") (TSX:CEN) (AIM:CEO) announced today that it has
mailed a management information circular (the "Circular") to
Coastal shareholders in connection with the extraordinary meeting
to be held on January 6, 2014 (the "Meeting") to consider and vote
on the proposed transaction (the "Merger") with Condor Acquisition
(Cayman) Limited ("Purchaser"), a newly-incorporated entity
controlled by Compañía Española de Petróleos, S.A.U. ("CEPSA") and
in which Strategic Resources (Global) Limited ("SRG") is an
investor. The Merger involves the acquisition by Purchaser of all
of the issued and outstanding common shares of Coastal ("Common
Shares") at a price of C$19.00 per Common Share in cash by way of a
plan of merger under section 233 of the Companies Law (2013
Revision) of the Cayman Islands.
The Merger requires the approval of at least 66 2/3% of the
votes cast by Coastal shareholders present in person or by proxy at
the Meeting, as well as majority of minority approval of Coastal
shareholders in accordance with Multilateral Instrument 61-101 -
Protection of Minority Shareholders in Special Transactions.
Included in the Circular is the unanimous recommendation of
Coastal's Board of Directors that Coastal shareholders vote FOR the
Merger. Certain directors, senior officers and other shareholders
of Coastal, holding in aggregate approximately 37.2 million Common
Shares, representing approximately 32.81% of the Common Shares in
issue, have entered into voting support agreements with the
Purchaser and have agreed to vote their Common Shares in favour of
the transaction, subject to the terms and conditions of such
agreements.
The Circular and related documents have been filed with Canadian
securities regulators and are available at www.sedar.com and
www.coastalenergy.com.
Subject to receipt of the approval of Coastal shareholders at
the Meeting and the satisfaction or waiver of all other conditions
specified in the merger agreement, the Merger is expected to become
effective on or about January 15, 2014 (the "Effective Date"). Upon
completion of the Merger, Coastal will become a wholly-owned
subsidiary of Purchaser and the Common Shares will be delisted from
the Toronto Stock Exchange ("TSX") as soon as practicable following
the Effective Date. In addition, it is proposed that the depositary
interests representing Common Shares will be delisted from the AIM
market operated by the London Stock Exchange plc ("AIM") as soon as
practicable following the Effective Date.
Forward-Looking Statements
This news release contains forward-looking statements and
forward-looking information within the meaning of applicable
securities laws and which are based on the expectations, estimates
and projections of management of the parties as of the date of this
news release unless otherwise stated. More particularly and without
limitation, this news release contains forward-looking statements
and information concerning the anticipated timing of the
Meeting.
Forward-looking statements are defined by applicable securities
legislation and are qualified by the inherent risks and
uncertainties surrounding future expectations generally and also
may materially differ from actual future experience involving any
one or more of such statements. Such risks and uncertainties
include: uncertainties as to the timing of the Merger; the
anticipated timing of the Meeting and uncertainties as to whether
shareholders of Coastal will approve the Merger; the risk that
competing offers will be made; the possibility that various closing
conditions for the Merger may not be satisfied or waived; the
possibility that various regulatory or other approvals will not be
granted; the satisfaction of various other conditions to the
completion of the merger as contemplated by the merger agreement;
the anticipated timing of the delisting of the Common Shares and
the depositary interests representing Common Shares from the TSX
and AIM, respectively; and the possibility that expected benefits
may not materialize as expected.
Readers are cautioned that the foregoing list of factors is not
exhaustive. Additional information on other factors that could
affect the operations or financial results of the parties is
included in reports on file with the applicable securities
authorities. The forward-looking statements and information
contained in this news release are made as of the date hereof and
the parties undertake no obligation to update publicly or revise
any forward-looking statements or information, whether as a result
of new information, future events or otherwise, unless so required
by applicable securities laws.
About Coastal
Coastal is an international exploration and production company
with principal assets in Thailand and Malaysia. Coastal owns and
operates 100% of Blocks G5/43 and G5/50 in the Gulf of Thailand as
well as varying interests onshore northeast Thailand including a
13.7% interest in the Phu Horm gas field. Coastal is also party to
a Small Field Risk Service Contract with PETRONAS for the
development and production of petroleum from the Kapal, Banang and
Meranti cluster of small fields offshore Peninsular Malaysia.
About CEPSA
CEPSA is an integrated energy company operating at every stage
of the oil value chain, with more than 11,000 employees. It is
engaged in petroleum and natural gas exploration and production
activities; refining, the transport and sale of crude oil
derivatives; petrochemicals, gas, and electricity. CEPSA is Spain's
fourth largest industrial group in terms of turnover and has been
in the market for more than 80 years. Through progressive
internationalization of its activities, CEPSA also has business
interests in Algeria, Brazil, Canada, Colombia, Panama, Peru and
Portugal and sells its products all over the world. CEPSA is wholly
owned by International Petroleum Investment Company, which is
wholly owned by the Abu Dhabi government.
About SRG
SRG is a private investment holding company controlled by
international value investor Larry Low H P.
CONTACT: Coastal Energy Company
Email: investor@CoastalEnergy.com
+1 (713) 877-6793
NOMAD
Strand Hanson Limited (Nominated Adviser)
Rory Murphy / Andrew Emmott
+44 (0) 20 7409 3494
CEPSA
Ignacio Rodriguez-Solano
Ignacio.Rodriguez-Solano@cepsa.com
+34 91 3376766
SRG
Edelman on behalf of SRG
Lex.suvanto@edelman.com / Samantha.nelson@edelman.com
+1 212 729 2463
This information is provided by RNS
The company news service from the London Stock Exchange
END
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