Effective Date of Scheme of Arrangement
October 12 2009 - 1:06PM
UK Regulatory
TIDMEEN
RNS Number : 6501A
Emerald Energy PLC
12 October 2009
FOR IMMEDIATE RELEASE
12 October 2009
Not for release, publication or distribution (in whole or in part) in, into or
from any jurisdiction where to do so would constitute a violation of the
relevant laws or regulations of such jurisdiction
Recommended all cash acquisition of
Emerald Energy Plc ("Emerald" or the "Company") by
Sinochem Resources UK Limited ("Sinochem")
Effective Date of the Scheme of Arrangement
The Emerald Directors are pleased to announce that the Scheme of Arrangement to
effect the recommended all cash acquisition of Emerald by Sinochem has today
become effective.
Following an application to the UK Listing Authority requesting the cancellation
of the listing of Emerald Shares on the Official List as well as trading of
Emerald Shares on the London Stock Exchange's market for listed securities
(together, the "Cancellations"), as announced on 7 October 2009, the
Cancellations will take place at 8.00 a.m. on 13 October 2009.
In accordance with paragraph 10 of Appendix 7 of the City Code, the Cash
Consideration of 750 pence per Scheme Share to be paid by Sinochem to Scheme
Shareholders pursuant to the Acquisition is expected to be dispatched (in the
case of certificated holders of Emerald Shares) or settled in CREST (in the case
of uncertificated holders of Emerald Shares) on or prior to 26 October 2009.
In accordance with Rule 19.11 of the City Code, a copy of this announcement will
be published on the following websites:
www.sinochem.com/Portals/0/Skins/index_1027/tabid/613/Default.aspx and www.emer
ldenergy.com.
For further information please contact:
Emerald +44 (0)20 7925 2440
Lisa Hibberd
Alastair Beardsall
Harland Capital+44 (0)20 3051 9306
Financial adviser to Emerald
Harry Sutherland
Notes to editors:
Capitalised terms used but not defined in this announcement have the meanings
given to them in the scheme circular issued to Emerald Shareholders, dated 7
September 2009 (the "Circular"). Unless otherwise indicated, all references in
this announcement to times are to London times.
Harland Capital, which is authorised and regulated in the United Kingdom by the
Financial Services Authority (as an appointed representative to Neutralis Asset
Management LLP), is acting for Emerald and no-one else in connection with the
matters described in this announcement and will not be responsible to anyone
other than Emerald for providing the protections afforded to its clients or for
providing advice in relation to the contents of this announcement, or for any
other transaction, arrangement or matters referred to in this announcement.
The distribution of this announcement in jurisdictions other than the United
Kingdom and the Isle of Man may be restricted by law and therefore any persons
who are subject to the law of any jurisdiction other than the UK and the Isle of
Man should inform themselves about, and observe, any applicable requirements.
This announcement has been prepared for the purposes of complying with English
and Isle of Man law and the City Code and the information disclosed may not be
the same as that which would have been disclosed if this announcement had been
prepared in accordance with the laws of jurisdictions outside of England and the
Isle of Man.
This announcement does not constitute an offer or invitation to sell or purchase
any securities or the solicitation of an offer to buy any securities pursuant to
the Acquisition or otherwise. The Acquisition was made solely by means of the
Circular and the Forms of Proxy, which contain the full terms and conditions of
the Acquisition. Emerald Shareholders are advised to read the formal
documentation in relation to the Acquisition carefully.
Neither the content of Sinochem's or Emerald's website (or any other website)
nor the content of any website accessible from hyperlinks on any such website is
incorporated into, or forms part of, this announcement.
Notice to US investors in Emerald
The Acquisition relates to the shares of an Isle of Man company, is subject to
UK and Isle of Man disclosure requirements (which are different from those of
the US) and was made by means of a scheme of arrangement provided for under the
Isle of Man Act. A transaction effected by means of a scheme of arrangement is
not subject to the tender offer rules under the US Exchange Act. Accordingly,
the Acquisition is subject to the disclosure requirements and practices
applicable in the UK and the Isle of Man to schemes of arrangement which differ
from the disclosure requirements of the US tender offer rules.
The receipt of cash pursuant to the Acquisition by a US holder of Emerald Shares
as consideration for the transfer of its Emerald Shares pursuant to the
Acquisition may be a taxable transaction for US federal income tax purposes and
under applicable US state and local, as well as foreign and other tax laws. Each
holder of Emerald Shares is urged to consult his independent professional
adviser immediately regarding the tax consequences of the Acquisition applicable
to him.
It may be difficult for US holders of Emerald Shares to enforce their rights and
claims arising out of US federal securities laws, since Sinochem and Emerald are
located in countries other than the United States, and some or all of their
officers and directors may be residents of countries other than the United
States. US holders of Emerald Shares may not be able to sue a non-US company or
its officers or directors in a non-US court for violations of US securities
laws. Further, it may be difficult to compel a non-US company and its affiliates
to subject themselves to a US court's judgement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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