TIDMSEPL TIDMELA
RNS Number : 1521X
Seplat Petroleum Development Co PLC
17 December 2019
--NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
17 December 2019
RECOMMENDED CASH ACQUISITION
of
ELAND OIL AND GAS PLC ("ELAND")
by
SEPLAT PETROLEUM DEVELOPMENT COMPANY PLC ("SEPLAT")
COMPLETION OF ACQUISITION BY SEPLAT
On 15 October 2019, the boards of Seplat and Eland announced
that they had reached agreement on the terms of a recommended cash
acquisition by Seplat of the entire issued and to be issued
ordinary share capital of Eland (the "Acquisition") to be
implemented by way of a court-sanctioned scheme of arrangement
under Part 26 of the Companies Act 2006 (the "Scheme"). A scheme
document was posted to Eland Shareholders on 28 October 2019
setting out the terms of the Acquisition (the "Scheme Document").
On 12 December 2019, Seplat and Eland announced that the Court had
sanctioned the Scheme.
Eland and Seplat are pleased to announce that the Court Order
sanctioning the Scheme has today been delivered to the Registrar of
Companies. Accordingly, the Scheme has now become Effective and the
entire issued and to be issued ordinary share capital of Eland is
wholly owned by Seplat.
Commenting on the acquisition, Austin Avuru, Seplat's Chief
Executive Officer said:
"We are delighted to successfully complete the acquisition of
Eland, which further enhances Seplat's footprint in Nigeria and
provides opportunities for enhanced scale, diversification and
growth. We welcome our new colleagues and Nigerian partners as we
look forward to working together in this exciting phase of our
development."
Delisting of Eland
Admission to trading of the Eland Shares on AIM will be
cancelled with effect from 7.00 a.m. on 18 December 2019.
As a result of the Scheme becoming Effective, share certificates
in respect of Eland Shares have ceased to be valid and of value and
entitlements to Eland Shares held in uncertificated form in CREST
will be cancelled.
Settlement
Scheme Shareholders on the register at the Scheme Record Time,
being 6.00 p.m. on 16 December 2019, will receive 166 pence in cash
for each Scheme Share. The consideration due to the Scheme
Shareholders will be sent by no later than 31 December 2019.
Resignation of non-Executive directors
Each of the non-Executive Eland directors has resigned as a
director of Eland with immediate effect.
Full details of the Acquisition are set out in the Scheme
Document. Defined terms used but not defined in this announcement
have the meaning given to them in the Scheme Document.
Enquiries:
Eland +44 (0) 20 7016 3180
George Maxwell, Chief Executive Officer
Ron Bain, Chief Financial Officer
Finlay Thomson, Investor Relations Manager
Evercore (Sole Financial Adviser to Eland) +44 (0) 20 7653 6000
David Waring
Edward Banks
Gent Kadare
Peel Hunt (Nominated Adviser and Joint Broker
to Eland) +44 (0) 20 7418 8900
Richard Crichton
Michael Nicholson
David McKeown
Stifel (Joint Broker to Eland) +44 (0) 20 7710 7600
Callum Stewart
Nicholas Rhodes
Ashton Clanfield
Camarco (PR Adviser to Eland) +44 (0) 20 3757 4980
Billy Clegg
Seplat +234 (0) 1 277 0400
Austin Avuru, Chief Executive Officer
Roger Brown, Chief Financial Officer
Chioma Nwachuku, GM - External Affairs and
Communications
Ayeesha Aliyu, Investor Relations
Citi
(Sole Financial Adviser and Joint Corporate
Broker to Seplat) +44 (0) 20 7986 4000
Luke Spells
Shreyas Bordia
Tom Reid (Corporate Broking)
Investec
(Joint Corporate Broker to Seplat) +44 (0) 20 7597 4000
Chris Sim
Tejas Padalkar
Lawrence Killian
FTI Consulting (PR Adviser to Seplat) +44 (0) 20 3727 1000
Ben Brewerton
Sara Powell
IMPORTANT NOTICES
Evercore Partners International LLP ("Evercore"), which is
authorised and regulated by the FCA, is acting exclusively for
Eland and no one else in connection with the Acquisition, the other
matters referred to in this announcement and the Scheme Document,
and will not be responsible to anyone other than Eland for
providing the protections afforded to clients of Evercore, nor for
providing advice in connection with the Acquisition or any matter
or arrangement referred to herein. Neither Evercore nor any of its
subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Evercore in connection with the
Acquisition or any statement contained herein or otherwise.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated
in the United Kingdom by the FCA, is acting exclusively for Eland
and no-one else in connection with the Acquisition and/or any other
matter referred to in this announcement and/or the Scheme Document,
and will not be responsible to anyone other than Eland for
providing the protections afforded to clients of Peel Hunt or for
providing advice in connection with the Acquisition or any matter
or arrangement referred to herein.
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised
and regulated in the United Kingdom by the FCA, is acting
exclusively for Eland and no one else in connection with the
Acquisition, the other matters referred to in this announcement and
the Scheme Document, and will not be responsible to anyone other
than Eland for providing the protections afforded to clients of
Stifel or for providing advice in connection with the Acquisition
or any matter or arrangement referred to herein.
Citigroup Global Markets Limited ("Citi"), which is authorised
by the Prudential Regulation Authority and regulated in the UK by
the Financial Conduct Authority and the Prudential Regulation
Authority, is acting as sole financial adviser for Seplat and for
no one else in connection with the Acquisition and other matters
described in this announcement, and will not be responsible to
anyone other than Seplat for providing the protections afforded to
clients of Citi nor for providing advice in connection with
Acquisition, the contents of this announcement or any other matters
referred to in this announcement. Neither Citi nor any of its
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, in delict, under statute or otherwise) to any person who is
not a client of Citi in connection with this announcement, any
statement contained herein, the Acquisition or otherwise.
Investec Bank plc ("Investec") which is authorised by the
Prudential Regulation Authority and regulated in the United Kingdom
by the Financial Conduct Authority and the Prudential Regulation
Authority, is acting as joint corporate broker to Seplat and for no
one else in connection with the Acquisition and will not be
responsible to anyone other than Seplat for providing the
protections afforded to its clients or for providing advice in
relation to the Acquisition, the contents of this announcement or
any other matters referred to in this announcement. Apart from the
responsibilities and liabilities, if any, which may be imposed on
Investec by the Financial Services and Markets Act 2000 (as
amended) or the regulatory regime established thereunder, Investec
does not make any representation express or implied in relation to,
nor accepts any responsibility whatsoever for, the Acquisition, the
contents of this announcement or any other matters referred to in
this announcement. Investec (and its affiliates) accordingly, to
the fullest extent permissible by law, disclaims all and any
responsibility or liability (save for any statutory liability)
whether arising in tort, delict, contract or otherwise which it
might have in respect of the Acquisition, the contents of this
announcement or any other matters referred to in this
announcement.
Publication on a website
A copy of this announcement will be available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Eland's and Seplat's websites at
www.elandoilandgas.com and www.seplatpetroleum.com, respectively,
by no later than 12.00 p.m. on the Business Day following the date
of this announcement. Neither the contents of Eland's website, nor
those of Seplat's website, nor those of any other website
accessible from hyperlinks on either Eland's or Seplat's website,
are incorporated into or form part of this announcement.
Request for hard copies
Eland Shareholders may request a hard copy of this announcement
and the Scheme Document by contacting Computershare Investor
Services PLC on +44 (0)370 707 1525. You may also request that all
future documents, announcements and information to be sent to you
in relation to the Acquisition should be in hard copy form.
Important Information
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
advisor duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are a resident in the United Kingdom
or, if not, from another appropriately authorised independent
financial advisor.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ACQZMMMZGNVGLZM
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