TIDMPMO TIDMEO.
RNS Number : 6108V
Premier Oil PLC
16 January 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
16 January 2012
PREMIER OIL PLC
COMPLETION OF THE RECOMMENDED ACQUISITION OF ENCORE OIL PLC BY
PREMIER OIL PLC
Premier Oil plc ("Premier") is pleased to announce that the
Reduction Court Order has been delivered to the Registrar of
Companies today, 16 January 2012, and the scheme of arrangement
(the "Scheme") under Part 26 of the Companies Act 2006 to effect
the proposed acquisition by Premier of the entire issued and to be
issued share capital of EnCore Oil plc (the "Acquisition") has
therefore become effective. EnCore has been re-registered as a
private company.
In accordance with the terms of the Scheme, in respect of EnCore
Shares for which no valid election under the Share Alternative has
been made, EnCore Shareholders will receive consideration of 70
pence in cash for each EnCore Share.
Elections for New Premier Shares under the Share Alternative
will be met in full. EnCore Shareholders who elected for the Share
Alternative will receive New Premier Shares instead of some or all
of the cash consideration, in accordance with their election.
EnCore Shareholders shall receive 0.2067 of a New Premier Share for
each EnCore Share. Accordingly, Premier will pay a total of
GBP14,147,816.90 in cash to EnCore Shareholders and issue
60,931,514 New Premier Shares pursuant to the Share
Alternative.
Fractions of New Premier Shares shall not be allotted or issued
to holders of Scheme Shares pursuant to the Scheme. All fractional
entitlements to which holders of Scheme Shares would have become
entitled will be aggregated and sold by Premier's brokers in the
market, and the net proceeds of sale shall be paid in cash pro rata
to the Scheme Shareholders entitled thereto. However, individual
entitlements of less than GBP5 will be retained for the benefit of
Premier.
Settlement of New Premier Shares through CREST is expected to
take place on 17 January 2012. Despatch of cheques in respect of
cash consideration or settlement of cash consideration through
CREST (as appropriate) and statements of entitlements to or share
certificates in relation to New Premier Shares (as appropriate)
will take place no later than 30 January 2012. Settlement of the
cash consideration whether by cheque or through CREST will also
include cash in respect of any fractional entitlements.
The EnCore Shares will cease to be admitted to trading on AIM at
or about 8:00 a.m. on 17 January 2012.
The 60,931,514 New Premier Shares allotted and issued pursuant
to the Share Alternative will be admitted to listing on the
Official List of the UK Listing Authority with a premium listing,
and to trading on the London Stock Exchange's main market for
listed securities with effect from 8.00 a.m. on 17 January
2012.
Terms and expressions in this announcement shall, unless the
context otherwise requires, have the same meanings given to them in
the scheme document sent to EnCore Shareholders dated 18 November
2011.
All times referred to in this announcement are references to
London time.
Enquiries:
Premier Oil plc
Simon Lockett +44 (0)20 7730 1111 Tony Durrant
RBC Capital Markets
Jeremy Low +44 (0)20 7653 4000 Matthew Coakes
Pelham Bell Pottinger (Public Relations Adviser to Premier)
Gavin Davis +44 (0)20 7861 3159 / +44 (0)7910 104 660
Henry Lerwill +44 (0)20 7861 3169 / +44 (0)7894 608 607
RBC Capital Markets, which is authorised and regulated in the UK
by the FSA, is acting exclusively for Premier and no one else in
connection with the Acquisition and will not be responsible to
anyone other than Premier 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
announcement.
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law and therefore
persons in any such jurisdictions into which this announcement is
released, published or distributed should inform themselves about
and observe such restrictions.
This announcement is not intended to, and does not constitute,
or form part of, an offer to sell or any invitation to purchase or
subscribe for any securities or the solicitation of an offer to
purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Acquisition or
otherwise. This announcement does not constitute a prospectus or a
prospectus equivalent document.
THIS ANNOUNCEMENT IS NOT A PROSPECTUS. IT DOES NOT CONSTITUTE OR
FORM PART OF AN OFFER TO SELL OR ANY INVITATION TO PURCHASE OR
SUBSCRIBE FOR ANY SECURITIES OR THE SOLICITATION OF AN OFFER TO
PURCHASE, OTHERWISE ACQUIRE, SUBSCRIBE FOR, SELL OR OTHERWISE
DISPOSE OF ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR
APPROVAL IN ANY JURISDICTION PURSUANT TO THE ACQUISITION OR
OTHERWISE. ANY ACCEPTANCE OR RESPONSE TO THE ACQUISITION SHOULD BE
MADE ONLY ON THE BASIS OF THE INFORMATION REFERRED TO IN THE SCHEME
DOCUMENT AND THE PROSPECTUS.
Overseas Jurisdictions
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
the laws of those jurisdictions and therefore persons into whose
possession this announcement comes should inform themselves about
and observe any such restrictions. Failure to comply with any such
restrictions may constitute a violation of the securities laws of
any such jurisdiction.
Notice to US investors in EnCore: This announcement is not an
offer of securities for sale, offer to purchase or a solicitation
of an offer to purchase EnCore Shares in the United States.
The Acquisition relates to the shares of a UK company and is
proposed to be made by means of a scheme of arrangement provided
for under the laws of England and Wales. The Acquisition is subject
to the disclosure requirements and practices applicable in the
United Kingdom to schemes of arrangement, which differ from the
disclosure and other requirements of US securities laws. Financial
information included in the relevant documentation will have been
prepared in accordance with accounting standards applicable in the
United Kingdom that may not be comparable to the financial
statements of US companies.
The New Premier Shares have not been, will not be, and are not
required to be, registered with the SEC under the US Securities Act
in reliance upon the exemption from registration requirements of
the US Securities Act provided by Section 3(a)(10) of that Act. The
New Premier Shares have not been, and will not be, registered under
the securities laws of any state or jurisdiction of the United
States and, accordingly, will only be issued to the extent that
exemptions from the registration or qualification requirements of
state "blue sky" securities laws are available. Under applicable US
securities laws, persons (whether or not US persons) who are or
will be "affiliates" (for the purposes of the US Securities Act) of
Premier or EnCore prior to, or of Premier after, the Effective Date
will be subject to certain transfer restrictions relating to the
New Premier Shares received in connection with the Acquisition.
If the Acquisition is implemented by way of an Offer, it will be
made in accordance with the requirements of the US securities laws,
to the extent applicable. If the Acquisition is implemented by way
of an Offer, the New Premier Shares to be issued in connection with
such Offer will not be registered under the US Securities Act or
under the securities laws of any state, or other jurisdiction of
the United States and may not be offered, sold or delivered,
directly or indirectly, in the United States except pursuant to an
applicable exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act or such other
securities laws. Premier does not intend to register any such New
Premier Shares or part thereof in the United States or to conduct a
public offering of the New Premier Shares in the United States.
Publication on Premier Website
A copy of this announcement will be available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, for inspection on Premier's website at
www.premier-oil.com.
END
This information is provided by RNS
The company news service from the London Stock Exchange
END
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