Re: Mailing of Circular
November 04 2005 - 1:00PM
UK Regulatory
RNS Number:7038T
Nelson Resources Limited
04 November 2005
Nelson Resources Limited
NELSON RESOURCES ANNOUNCES MAILING OF MANAGEMENT
INFORMATION CIRCULAR REGARDING THE LUKOIL OFFER
Toronto, Ontario, November 4, 2005
Nelson Resources Limited ("Nelson") of Bermuda (TSX/AIM: NLG) is pleased to
announce the mailing to its shareholders of the Management Information Circular
(the "Circular") in connection with a special general meeting of its
shareholders to consider the proposed amalgamation of Nelson with and into a
wholly-owned subsidiary of LUKOIL Overseas Holding Ltd. ("Lukoil") (the
"Amalgamation"). The meeting will be held at 10:00 a.m. (UK time) on December 2,
2005, at the London Hilton on Park Lane, Coronation Room, 22 Park Lane, London
W1K 1BE, United Kingdom (the "Meeting"). The Circular has been mailed to all
shareholders of record as of October 25, 2005 (the "Shareholders"). Interested
parties may also view the Circular on the SEDAR website at www.sedar.com and on
the Nelson website at www.nelsonresources.com commencing on November 7, 2005.
Under the terms of the Amalgamation, Lukoil will acquire all of the issued and
outstanding common shares of Nelson it does not already own in consideration for
US$2.19162 in cash. As discussed in the Circular, the Board of Directors of
Nelson unanimously recommends that Shareholders vote in favour of the
Amalgamation.
For the Amalgamation to be approved by the Shareholders in accordance with
applicable law, the amalgamation resolution must be passed by at least 75% of
the votes cast by the Shareholders present in person or represented by proxy at
the Meeting and entitled to vote thereon.
Lukoil announced on October 14, 2005 that its wholly-owned subsidiary Caspian
Investments Resources Ltd. had acquired from four shareholders an aggregate of
566,393,162 common shares of Nelson representing approximately 65% of the issued
and outstanding common shares of Nelson. Based on enquiries made by or on behalf
of a special committee of independent directors of Nelson, the facts in
connection with the Amalgamation are understood to be such that neither Ontario
Securities Commission Rule 61-501 - Insider Bids, Issuer Bids, Going Private
Transactions and Related Party Transactions nor Policy Q27 - Protection of
Minority Securityholders in the Course of Certain Transactions of the Autorite
des marches financiers (Quebec) require a formal valuation or the exclusion of
any votes in the calculation of the threshold for approval of the Amalgamation.
All Shareholders are urged to read the Circular in its entirety as well as any
other documents incorporated by reference in the Circular and filed or to be
filed with the applicable regulatory authorities in Canada and available on the
SEDAR website.
For further information, please contact:
Nelson Resources Limited
Nicholas Greene, Chief Financial Officer Tel: +44 20 7495 8908
ngreene@nelsonresources.co.uk
Fred Hodder Tel: +44 20 7495 8908
fhodder@nelsonresources.co.uk
Investor Relations
Bell Pottinger Corporate & Financial (London)
Ann-marie Wilkinson / Nick Lambert Tel: 020 7861 3232
Cavalcanti Hume Funfer Inc. (CHF Inc., Toronto)
Olav Svela, Vice President Tel: +1 416-868-1079
olav@chfir.com
If you prefer to receive press releases by e-mail, please contact Heather
Colpitts (heather@chfir.com)and specify "Nelson press releases" in the subject
line
THIS PRESS RELEASE IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR
FOR DISSEMINATION IN THE UNITED STATES. This news release does not constitute an
offer to sell or a solicitation of an offer to buy any of the securities of the
Company in the United States. The securities of the Company have not been and
will not be registered under the United States Securities Act of 1933, as
amended (the "U.S. Securities Act") or any state securities laws and may not be
offered or sold within the United States or to U.S. persons unless registered
under the U.S. Securities Act and applicable state securities laws or an
exemption from such registration is available.
The TSX neither approves nor disapproves of the information contained herein.
- ENDS -
This information is provided by RNS
The company news service from the London Stock Exchange
END
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