TIDMEME
RNS Number : 5582L
Empyrean Energy PLC
03 October 2016
Empyrean Energy PLC / Index: AIM / Epic: EME / Sector: Oil &
Gas
3 October 2016
This announcement contains inside information
Empyrean Energy PLC
Proposed Return of Value to Shareholders of 7.9 pence per
Ordinary Share
by way of one B Share for each Ordinary Share
and
Notice of General Meeting
Empyrean Energy PLC ("Empyrean" or the "Company") today
announces that it proposes to return 7.9 pence to Shareholders in
respect of each Ordinary Share held. Details of the Return of Value
will be set out in the circular to Shareholders which is expected
to be despatched to Shareholders later today ("Circular").
Return of Value
The Return of Value involves the creation and capitalisation of
B Shares from monies standing to the credit of the Company's share
premium account and the Reduction of Capital by a court
process.
To effect the Return of Value:
-- Shareholders will be issued with one B Share for each
Ordinary Share held by them at 5.00p.m. on 19 October 2016.
-- On 9 November 2016, a Court hearing is scheduled to confirm
the Return of Value. Subject to such confirmation, the B Shares
will be cancelled pursuant to the Reduction of Capital and holders
of the B Shares will be paid the capital paid up on the B Shares
(being 7.9 pence per B Share).
-- Payments in respect of the Return of Value are expected to be
made during the week beginning 14 November 2016.
The Return of Value (including the creation and capitalisation
of the B Shares and the Reduction of Capital) requires the approval
of Shareholders, which will be sought at a General Meeting of
Shareholders to be held at the offices of BDO London, 55 Baker
Street, London W1U 7EU at 8.30 a.m. on 19 October 2016.
A copy of the Circular containing more information in relation
to the Return of Value and Reduction of Capital and the Notice of
General Meeting will be available on the Company's website at
www.empyreanenergy.com.
Terms used in this announcement but which are otherwise
undefined shall have the same meanings as set out in the Circular.
This announcement and the summary of the Proposed Return of Value
should be read in conjunction with the Circular.
DETAILS OF RETURN OF VALUE
1. Introduction
On 22 February 2016, the Company announced the completion of the
sale of the Sugarloaf AMI Project for a total purchase price of
US$66.315 million, as adjusted. The Company received net cash
proceeds of approximately US$17.693 million (including the deposit
of US$6.150 million) after applying the proceeds to (i) repay the
Company's existing debt facility with Macquarie Bank, (ii) settle
payments due to Marathon Oil Company for outstanding expenses,
(iii) make agreed payments under the terms of the PSA to the
Withholding Tax Escrow Account and (iv) settle the US based
advisory and legal expenses of the Sale.
The Company announced on 17 August 2016 that it received an
amount of US$9.724 million, which comprises the sum of US$10.725
million, (being 15 per cent. of an anticipated maximum
consideration of US$71.5 million under the terms of the PSA)
reduced for the current year of tax by US$1.001 million which has
been remitted to the IRS in the US.
As further announced on 22 August 2016, the Company received the
first tranche of funds held in escrow to secure the representation,
warranty and indemnity obligations under the PSA, namely, the sum
of US$2.519 million.
The Board is now pleased to confirm that it proposes to return
approximately GBP17,524,874.39 in aggregate to Shareholders from
the net proceeds of the Sale. This return of cash is proposed to be
completed as follows:
-- 7.9 pence per Ordinary Share held at the Record Time to be
returned to Shareholders through the issue of a new class of B
Shares which the Company will cancel pursuant to the Reduction of
Capital and holders will be entitled to receive the Capital
Repayment of 7.9 pence per B Share held so cancelled.
2. The B Share Scheme
Under the terms of the B Share Scheme, Shareholders will receive
one B Share for each corresponding Ordinary Share held at the
Record Time. It is expected that the B Shares will be cancelled
pursuant to the Reduction of Capital on 9 November 2016 and that
the Capital Repayment will be made in respect of each cancelled B
Share. Subject to the Reduction of Capital, this will occur during
the week beginning 14 November 2016.
This structure should generally result in the majority of UK tax
payers receiving their cash proceeds on cancellation of the B
Shares as capital for taxation purposes. Shareholders should read
Part V of the Circular which sets out a general summary guide to
certain potential tax consequences in the UK. If Shareholders are
subject to taxation in a jurisdiction other than the UK, are non-UK
domiciled or are in any doubt as to your tax position, you should
consult an appropriate independent professional adviser.
Shareholders should read Part III of the Circular which sets out
further details of the B Share Scheme and Part IV of the Circular
which sets out the rights and restrictions attached to the B
Shares.
3. Recommendation and intentions of the Directors
The Directors believe that the passing of the Resolutions is
most likely to promote the success of the Company for the benefit
of its members as a whole. Accordingly, the Directors unanimously
recommend that Shareholders vote in favour of the Resolutions, as
they intend to do in respect of their aggregate beneficial holdings
of 24,654,896 Ordinary Shares, representing approximately 11.11 per
cent of the Ordinary Shares in issue.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS FOR RETURN OF VALUE
2016
Date of the Circular 3 October
Latest time and date for receipt 8.30 a.m. on 17
of completed Forms of Proxy to be October
valid at the General Meeting
General Meeting 8.30 a.m. on 19
October
Announcement of result of General 19 October
Meeting
Record Time for entitlements to 5.00 p.m. on 19
B Shares October
Anticipated date of allotment and 20 October
issue of B Shares
Ordinary Shares commence trading 20 October
ex-dividend
Court hearing in respect of directions 27 October
Court hearing to confirm Return 9 November
of Value
Effective Date for Return of Value 9 November
Credit CREST accounts or despatch Week beginning
cheques in respect of the Capital 14 November
Repayment on the B Shares
Notes:
(1) References to times in this announcement are to London time,
England (unless otherwise stated).
(2) The timing of the events in the above timetable and in the
rest of this announcement is indicative only and may be subject to
change. In particular, certain of the events in the above timetable
are conditional upon, amongst other things, the approval of the
Capital Resolution to be proposed at the General Meeting and the
confirmation of the Reduction of Capital by the Court.
(3) If any of the above times or dates should change, the
revised times and/or dates will be notified by an announcement to
an RIS.
DEFINITIONS
"B Shares" the B Shares of 7.9 pence each in the
capital of the Company carrying the
rights and restrictions summarised
in Part IV of the Circular
"B Share Scheme" the return of 7.9 pence per Ordinary
Share pursuant to the allotment, issue
and cancellation of the B Shares
"Capital Repayment" the proposed repayment of 7.9 pence
per B Share
"Capital Resolution" Resolution 1 set out in the Notice
of General Meeting pursuant to which
the Return of Value is to be implemented
"certificated an ordinary share recorded on a Company's
form" share register as being held in certificated
form (namely, not in CREST)
"Company" or Empyrean Energy PLC, incorporated in
"Empyrean" England and Wales with registered number
5387837
"Court" the High Court of Justice in England
and Wales
"Court Order" the order of the Court confirming the
Reduction of Capital
"CREST" the relevant system (as defined in
the CREST Regulations) in respect of
which Euroclear is the operator (as
defined in the CREST Regulations)
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001/3755) (as amended)
"Directors" the directors of the Company as at
or "Board" the date of this announcement whose
names appear on page 5 of the Circular
"Euroclear" Euroclear UK & Ireland Limited, the
operator of CREST
"Form of Proxy" the form of proxy for use in relation
to the General Meeting enclosed with
the Circular
"General Meeting" the General Meeting of the Company
to be held at 8.30 a.m. on 19 October
2016, notice of which is set out at
the end of the Circular
"IRS" Internal Revenue Service in the US
"London Stock London Stock Exchange PLC
Exchange"
"Notice of General the notice convening the General Meeting
Meeting" as set out at the end of the Circular
"Ordinary Shares" ordinary shares of 0.2p each in the
capital of the Company
"PSA" the Purchase and Sale Agreement in
relation to the Sale
"Record Time" 5.00 p.m. on 19 October 2016 (or such
other time and/or date as the Directors
may determine)
"Reduction of the proposed cancellation of the B
Capital" Shares as described in the Circular
"Resolutions" the resolutions to be proposed at the
General Meeting to, amongst other matters,
implement the Return of Value as set
out in the Notice of General Meeting
"Return of Value" the allotment and issue of B Shares
to be cancelled pursuant to the Reduction
of Capital by the Company on 9 November
2016, or such later date as the Directors
may determine
"RIS" a regulatory information service approved
by the London Stock Exchange for the
distribution of announcements to the
public
"Sale" the completion of the sale of the Sugarloaf
AMI Project as announced on 22 February
2016
"Shareholders" the registered holders of Ordinary
or "Empyrean Shares or B Shares, as the context
Shareholders" so requires
"Sterling", pounds sterling, the basic unit of
"GBP" or "pounds" currency in the UK
"Sugarloaf AMI the Sugarloaf AMI Development
Project"
"UK" or "United the United Kingdom of Great Britain
Kingdom" and Northern Ireland
"uncertificated an ordinary share recorded on a company's
form" share register as being held in uncertificated
form in CREST and title which, by virtue
of the CREST Regulations, may be transferred
by means of CREST
"United States", the United States of America, its territories
"United States and possessions, any state of the United
of America" States of America and the District
or "US" of Columbia and all areas subject to
its jurisdiction
"US$" the United States dollar, the basic
unit of currency of the United States
of America
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law and therefore
persons in such jurisdictions into which this announcement is
released, published or distributed should inform themselves about
and observe such restrictions.
This announcement does not constitute or form any part of an
offer to sell or the solicitation of an offer to subscribe for any
securities or an invitation to participate in the B Share Scheme in
or from any jurisdiction in or from which or to or from whom, it is
unlawful to make such offer or participate under applicable
securities laws or otherwise.
**ENDS**
For further information please visit www.empyreanenergy.com or
contact the following:
Empyrean Energy plc
Tom Kelly Tel: +618 9481
0389
Cenkos Securities plc (NOMAD)
Neil McDonald nmcdonald@cenkos.com Tel: +44 (0)
131 220 9771
Beth McKiernan bmckiernan@cenkos.com Tel: +44 (0)
131 220 9778
Nick Tulloch ntulloch@cenkos.com Tel: +44 (0)
131 220 9772
St Brides Partners Ltd (Public Relations Adviser)
Hugo de Salis hugo@stbridespartners.co.uk Tel: +44 (0)
20 7236 1177
Elisabeth Cowell elisabeth@stbridespartners.co.uk Tel: +44 (0)
20 7236 1177
Lottie Brocklehurst lottie@stbridespartners.co.uk Tel: +44 (0)
20 7236 1177
This information is provided by RNS
The company news service from the London Stock Exchange
END
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