TIDMPMG TIDMLHD
RNS Number : 3851F
Parkmead Group (The) PLC
23 May 2013
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 OF SUCH
JURISDICTION
23 May 2013
RECOMMENDED ALL-SHARE OFFER
for
Lochard Energy Group PLC ("Lochard")
by
The Parkmead Group plc ("Parkmead")
(to be implemented by way of a Scheme of Arrangement
under Part 26 of the Companies Act 2006)
Summary
-- The boards of Parkmead and Lochard are pleased to announce
that they have reached agreement on the terms of a recommended
all-share offer for Lochard, pursuant to which Parkmead will
acquire the entire issued and to be issued ordinary share capital
of Lochard (the "Acquisition"). It is intended that the Acquisition
be implemented by way of a Court-sanctioned scheme of arrangement
under Part 26 of the Companies Act.
-- Under the terms of the Acquisition, Scheme Shareholders will
be entitled to receive 0.385 Parkmead Consideration Shares for each
Scheme Share held at the Scheme Record Time.
-- Based on the Closing Price of a Parkmead Share of 12.625
pence on 22 May 2013 (being the latest practicable date prior to
the date of this Announcement), the Acquisition values the entire
issued and to be issued share capital of Lochard at approximately
GBP14.5 million, and each Lochard Share at approximately 4.9 pence.
This is based on 298,865,616 Lochard Shares in issue as at the date
of this Announcement.
-- Parkmead is an AIM quoted emerging independent oil and gas
company with a strategy of utilising the significant technical and
commercial expertise that exists within its experienced team, led
by its Executive Chairman Tom Cross, to exploit the exploration and
production opportunities that exist in its known and preferred
areas of the UKCS and the Netherlands.
-- Lochard is an AIM quoted independent oil and gas production,
appraisal and development company focused on the UKCS. Lochard's
principal asset is its 10 per cent. interest in the Athena
field.
-- The Lochard Directors, who have been so advised by CIBC World
Markets plc, consider the terms of the Acquisition to be fair and
reasonable. In providing its advice, CIBC World Markets plc has
taken into account the commercial assessments of the Lochard
Directors. In addition, the Lochard Directors consider the terms of
the Acquisition to be in the best interests of Lochard and Lochard
Shareholders, as a whole.
-- Accordingly, the Lochard Directors intend to recommend
unanimously that Lochard Shareholders vote in favour of the Scheme
at the Court Meeting and the resolutions to be proposed at the
General Meeting (or in the event that the Acquisition is to be
implemented by means of a Takeover Offer, to accept or procure the
acceptance of, the Takeover Offer).
-- Whilst none of the Lochard Directors are directly interested
in any Lochard Shares, Jamie Brooke, a non-executive Director of
Lochard, is also an employee of Henderson Global Investors Limited.
Funds managed by Henderson Global Investors Limited and Henderson
Alternative Investment Advisor Limited are interested in 93,926,577
Lochard Shares, representing approximately 31.4 per cent. of the
issued ordinary share capital of Lochard. Parkmead has received
irrevocable undertakings from Henderson Global Investors Limited
and Henderson Alternative Investment Advisor Limited to vote, or
procure the vote, in favour of the Scheme and the resolutions at
the Court Meeting and the General Meeting in respect of such
93,926,577 Lochard Shares, representing approximately 31.4 per
cent. of the issued ordinary share capital of Lochard.
-- Parkmead has also received irrevocable undertakings to vote
in favour of the Scheme and the resolutions at the Court Meeting
and the General Meeting from certain other Lochard Shareholders in
respect of a further 22,111,287 Lochard Shares, representing
approximately 7.4 per cent. of the issued ordinary share capital of
Lochard.
-- In addition, Parkmead has obtained a letter of intent from
Palm Global LLP in respect of 3,900,000 Lochard Shares representing
approximately 1.3 per cent. of the issued ordinary share capital of
Lochard to vote in favour of the Scheme and the resolutions at the
Court Meeting and the General Meeting.
-- Parkmead has therefore received irrevocable undertakings, or
letters of intent, in respect of 119,937,864 Lochard Shares
representing, in aggregate, 40.1 per cent. of the existing issued
ordinary share capital of Lochard.
-- This Announcement follows the announcement by Lochard on 3
September 2012 that it had decided to proceed with a 'formal sale
process' in accordance with Note 2 on Rule 2.6 of the Code. The
formal sale process has now been successfully concluded with the
Announcement of the Acquisition. The end of the formal sale process
means that the data room which was open to participants will be
closed from 7.00am on 23 May 2013. Other potential offerors,
however, can still announce competing offers for Lochard.
-- The Parkmead Consideration Shares to be issued pursuant to
the Acquisition are expected to represent approximately 11.1 per
cent. of the issued share capital of Parkmead as enlarged by the
Acquisition.
-- The Parkmead Consideration Shares will rank pari passu in all
respects with the Parkmead Shares in issue on the Effective Date
and will be entitled to all dividends and/or other distributions
declared or paid by Parkmead by reference to a record date on or
after the Effective Date.
-- The Panel has consented to Lochard entering into a break fee
arrangement with Parkmead as a participant in Lochard's formal sale
process pursuant to Note 2 on Rule 21.2 of the Code. As such,
Lochard has agreed to pay Parkmead a break fee of GBP145,267
(subject to adjustment for VAT) if a Competing Offer is announced
prior to the Acquisition lapsing or being withdrawn and such
Competing Offer becomes or is declared unconditional in all
respects or otherwise becomes effective.
-- The Acquisition is conditional on, inter alia, certain
approvals by Lochard Shareholders and the sanction of the Scheme by
the Court. In order to become effective, the Scheme must be
approved by a majority in number of the Scheme Shareholders voting
at the Court Meeting representing not less than 75 per cent. in
value of the Scheme Shares held by the Scheme Shareholders present
and voting in person or by proxy. It is expected that the Scheme
Document, containing further information about the Acquisition and
notices of the Court Meeting and General Meeting together with the
Forms of Proxy, will be posted as soon as practicable and, in any
event, within 28 days of this Announcement. Subject to the
satisfaction or, where relevant, waiver of all relevant Conditions,
the Scheme is expected to become effective in July 2013.
Commenting on the Acquisition, Clive Carver, Chairman of
Lochard, said:
"Since the current board was formed, the Lochard Directors have
believed that the future of Lochard would be best served by
becoming part of a larger entity. We are therefore delighted to
have found in Parkmead a company whose management team have a
successful track-record of building an E&P company and creating
value for shareholders.
The Lochard Directors believe Parkmead is of a size and quality
that will enable it to continue to source and fund exciting
exploration prospects and development opportunities at a time when
obtaining funding for smaller exploration companies remains
difficult. The cash flow from Athena will assist the combined
entity in pursuing further growth."
Commenting on the Acquisition, Tom Cross, Executive Chairman of
Parkmead, said:
"This is the most exciting and important deal for Parkmead to
date. The acquisition of Lochard will increase Parkmead's
production by over 400 per cent. and therefore provides it with a
significantly enhanced cash flow profile. The combination of
Parkmead and Lochard will create a stronger and more diverse
portfolio of assets, balanced across the UKCS and the
Netherlands.
Furthermore, the addition of Lochard's production will enable
Parkmead to deliver its ambitious growth plans. This follows the
acquisition of DEO Petroleum plc, first production from the
Netherlands, successful horizontal appraisal drilling at the
Platypus field and the major award of 25 blocks across the UKCS,
all achieved by Parkmead within the last 12 months."
Enquiries:
The Parkmead Group plc
Tom Cross (Executive Chairman) +44 (0) 1224 622200
Ryan Stroulger (Chief Financial Officer) +44 (0) 1224 622200
Charles Stanley Securities (Financial
Adviser, NOMAD and Corporate Broker to
Parkmead)
Marc Milmo +44 (0) 20 7149 6000
Karri Vuori +44 (0) 20 7149 6000
Carl Holmes +44 (0) 20 7149 6000
Lochard Energy Group PLC
Clive Carver (Chairman) +44 (0) 1883 717 357
CIBC World Markets plc (Financial Adviser
and Rule 3 Adviser to Lochard)
Sameer Pethe +44 (0) 20 7234 6462
Jonathan Bradfield +44 (0) 20 7234 6462
finnCap Limited (NOMAD and Corporate Broker
to Lochard)
Matthew Robinson +44 (0) 20 7220 0500
Christopher Raggett +44 (0) 20 7220 0500
Media Enquiries:
College Hill Associates (PR Adviser to
Parkmead)
Alexandra Roper +44 (0) 20 7457 2020
The Acquisition will be made on the terms and subject to the
conditions and further terms set out herein and in Appendix I to
this Announcement and the further terms and conditions to be set
out in the Scheme Document and Forms of Proxy when issued. The
bases and sources of certain financial information contained in
this Announcement are set out in Appendix II to this Announcement.
A summary of the irrevocable undertakings and the letter of intent
given by certain Lochard Shareholders is contained in Appendix III
to this Announcement. Certain terms used in this Announcement are
defined in Appendix IV to this Announcement.
Charles Stanley Securities, which is authorised and regulated in
the UK by the Financial Conduct Authority, is acting exclusively
for Parkmead and no one else in connection with the Acquisition and
this Announcement and will not be responsible to anyone other than
Parkmead for providing the protections afforded to clients of
Charles Stanley Securities nor for providing advice in connection
with the Acquisition or any matter referred to herein.
CIBC, which is authorised in the UK by the Prudential Regulation
Authority and regulated in the UK by the Financial Conduct
Authority and the Prudential Regulation Authority, is acting
exclusively for Lochard and no one else in connection with the
Acquisition and this Announcement and will not be responsible to
anyone other than Lochard for providing the protections afforded to
clients of CIBC nor for providing advice in connection with the
Acquisition or any matter referred to herein.
finnCap, which is authorised and regulated in the UK by the
Financial Conduct Authority, is acting exclusively for Lochard and
no one else in connection with the Acquisition and this
Announcement and will not be responsible to anyone other than
Lochard for providing the protections afforded to clients of
finnCap nor for providing advice in connection with the Acquisition
or any matter referred to herein.
Parkmead reserves the right to elect, with the consent of the
Panel (where necessary), to implement the Acquisition by way of a
Takeover Offer. In such event, the Takeover Offer will be
implemented on substantially the same terms, subject to appropriate
amendments, as those which would apply to the Scheme.
This Announcement is for information purposes only and is not
intended to and does not constitute an offer to sell or an
invitation to purchase or subscribe for any securities or the
solicitation of an offer to purchase or subscribe for securities,
or the solicitation of any vote or approval in any jurisdiction,
pursuant to the Acquisition or otherwise. The Acquisition will be
made solely by means of the Scheme Document, which, together with
the Forms of Proxy, will contain the full terms and conditions of
the Acquisition, including details of how to vote in favour of the
Scheme. Lochard and Parkmead urge Lochard Shareholders to read the
Scheme Document which will be distributed to Scheme Shareholders in
due course (with the exception of certain Scheme Shareholders in
Restricted Jurisdictions), as it will contain important information
relating to the Acquisition.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
This Announcement has been prepared for the purpose of complying
with English 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 the United Kingdom.
Overseas shareholders
The release, publication or distribution of this Announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to the laws of
other jurisdictions should inform themselves of, and observe, any
applicable requirements.
In particular, the ability of persons who are not resident in
the United Kingdom to vote their Lochard Shares in respect of the
Scheme at the Court Meeting, or to execute and deliver Forms of
Proxy appointing another to vote at the Court Meeting on their
behalf, may be affected by the laws of the relevant jurisdictions
in which they are located.
Copies of this Announcement and any formal documentation
relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction and persons
receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send
them in or into or from any Restricted Jurisdiction. If the
Acquisition is implemented by way of a Takeover Offer (unless
otherwise permitted by applicable law and regulation), the Takeover
Offer may not be made, directly or indirectly, in or into, or by
the use of mails or any means or instrumentality (including, but
not limited to, facsimile, e-mail or other electronic transmission,
telex or telephone) of interstate or foreign commerce of, or of any
facility of, a national, state or other securities exchange of any
Restricted Jurisdiction and the Takeover Offer may not be capable
of acceptance by any such use, means, instrumentality or
facilities.
Notice to US investors in Lochard: The Acquisition relates to
the shares of an English company and is being made by means of a
scheme of arrangement provided for under English company law. A
transaction effected by means of a scheme of arrangement is not
subject to the tender offer rules or the proxy solicitation rules
under the US Exchange Act. Accordingly, the Acquisition is subject
to the disclosure requirements and practices applicable in the
United Kingdom to schemes of arrangement which differ from the
disclosure requirements of United States tender offer and proxy
solicitation rules. If, in the future, Parkmead exercises the right
to implement the Acquisition by way of a Takeover Offer and decides
to extend the Takeover Offer into the United States, the Takeover
Offer will be made in compliance with applicable United States laws
and regulations. Financial information included (or incorporated by
reference) in this Announcement and the Scheme Document has been,
or will have been prepared in accordance with accounting standards
applicable in the United Kingdom that may not be comparable to
financial information of US companies or companies whose financial
statements are prepared in accordance with generally accepted
accounting principles in the United States.
It may be difficult for US holders of Lochard Shares to enforce
their rights and any claim arising out of US federal laws, since
Parkmead and Lochard are located in a non-US jurisdiction and some
or all of their officers and directors may be residents of a non-US
jurisdiction. US holders of Lochard Shares may not be able to sue a
non-US company or its officers or directors in a non-US court for
violations of the 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.
Notice to Australian investors in Lochard: The Acquisition
relates to the shares of an English company and is being made by
means of a scheme of arrangement provided for under English company
law. The Acquisition is not subject to the takeovers requirements
of Chapter 6, nor the scheme requirements of Part 5.1, of the
Corporations Act 2001 (Cth) ("Australian Corporations Act").
Further, this Announcement does not constitute a prospectus or
other disclosure document under the Australian Corporations Act and
does not purport to include the information required of a
disclosure document, or other regulated document, under the
Australian Corporations Act. Any offers in Australia of Parkmead
Consideration Shares in connection with the Acquisition will be
made without disclosure to investors under Part 6D.2 of the
Australian Corporations Act pursuant to Australian Securities and
Investments Commission Class Order 07/9 or such other exemptions
from Part 6D.2 of the Australian Corporations Act as may be
applicable. Any advice in this Announcement is general advice only
and does not take into account any person's objectives, financial
situation or needs. Lochard is not licensed in Australia to provide
financial product advice in respect of its shares (or any other
financial products) and no cooling off period applies in respect of
an acquisition or sale of its shares. Parkmead is not licensed in
Australia to provide financial product advice in respect of its
shares (or any other financial products) and no cooling off period
applies in respect of an acquisition or sale of its shares.
On 14 January 2013, Lochard announced that it had applied to the
Australian Securities Exchange Ltd ("ASX") to have the Lochard
Shares removed from the ASX official list. Such delisting became
effective on 22 May 2013. Lochard has entered into an agreement
with Cunningham Petersen Sharbanee Securities Pty Ltd ("CPS
Securities") whereby Lochard Australian CDI Holders have access to
a facility provided by CPS Securities to facilitate the sale of,
and settlement of transactions in, Lochard Shares on AIM following
the delisting. However, in the event that the Acquisition becomes
effective, this facility will cease to be available to Lochard
Australian CDI Holders with effect from the Effective Date and such
Lochard Australian CDI Holders will not be provided with a
replacement facility in respect of the Parkmead Consideration
Shares they will receive as consideration for their Scheme Shares
pursuant to the Scheme.
Further details in relation to overseas Lochard Shareholders
will be contained in the Scheme Document.
Forward looking statements
This Announcement may contain statements about Parkmead and
Lochard that are or may be forward looking statements. All
statements other than statements of historical facts included in
this Announcement may be forward looking statements. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "estimates", "projects" or
words or terms of similar substance or the negative thereof, are
forward looking statements. Forward looking statements include
statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy,
losses and future prospects; (ii) business and management
strategies and the expansion and growth of Parkmead's and/or
Lochard's operations and potential synergies and cost savings
resulting from the Acquisition; and (iii) the effects of government
regulation on Parkmead's or Lochard's business.
Such forward looking statements involve risks and uncertainties
that could significantly affect expected results and are based on
certain key assumptions. Many factors could cause actual results to
differ materially from those projected or implied in any forward
looking statements. Due to such uncertainties and risks, readers
are cautioned not to place undue reliance on such forward looking
statements. Parkmead and Lochard disclaim any obligation to update
any forward looking or other statements contained herein, except as
required by applicable law.
Not a profit forecast
No statement in this Announcement is intended as a profit
forecast or profit estimate and no statement in this Announcement
should be interpreted to mean that earnings or the future earnings
per share of the Parkmead Group as enlarged by the Acquisition,
Parkmead and/or Lochard for the current or future financial years
would necessarily match or exceed the historical or published
earnings per share of Parkmead or Lochard.
Note regarding oil and gas disclosure
Dr Colin Percival, Parkmead's Technical Director, who holds a
First Class Honours Degree in Geology and a Ph.D in Sedimentology
and has over 30 years of experience in the oil and gas industry,
has reviewed the technical information contained in this
Announcement relating to Parkmead. Reserves and contingent resource
estimates for Parkmead are stated as at 31 December 2012.
Parkmead's evaluation of reserves and resources was prepared in
accordance with the 2007 Petroleum Resources Management System
prepared by the Oil and Gas Reserves Committee of the Society of
Petroleum Engineers and reviewed and jointly sponsored by the World
Petroleum Council, the American Association of Petroleum Geologists
and the Society of Petroleum Evaluation Engineers.
Peter Kingston, a non-executive director of Lochard and the
Chief Operating Officer of Lochard's operating subsidiary, Zeus
Petroleum Limited, is the qualified person that has reviewed the
technical information contained in this Announcement relating to
Lochard. Reserves and contingent resource estimates for Lochard in
this Announcement are stated as at 31 December 2012.
Peter Kingston is a member of the Society of Petroleum Engineers
(SPE) and has 47 years' operating experience in the upstream oil
industry. For much of that period he has been a practising
reservoir engineer and has routinely reviewed corporate oil and gas
reserve submissions at board level since 1984.
Disclosure requirements of the City Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any paper offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the Announcement in which any paper
offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i)
the offeree company; and (ii) any paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm (London time) on the 10th Business
Day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th
Business Day following the Announcement in which any paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
paper offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than
3.30 pm (London time) on the Business Day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
This summary should be read in conjunction with the full text of
this Announcement. Appendix I to this Announcement contains the
conditions to, and certain further terms of, the Acquisition.
Appendix II to this Announcement contains further details of the
sources of information and bases of calculations set out in this
Announcement. Appendix III contains a summary of the irrevocable
undertakings and the letter of intent given by certain Lochard
Shareholders. Appendix IV contains definitions of certain
expressions used in this summary and in this Announcement.
Information relating to Lochard Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Lochard Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Lochard may be provided to Parkmead during the
Offer Period where requested under Section 4 of Appendix 4 of the
Code.
Publication on website
A copy of this Announcement will be made available, free of
charge subject to certain restrictions relating to persons resident
in Restricted Jurisdictions, at www.lochardenergy.com and
www.parkmeadgroup.comby no later than 12 noon (London time) on the
Business Day following the date of this Annoucement.
Neither the content of the website referred to in this
Announcement nor the content of any website accessible from
hyperlinks on Lochard's website (or any other website) is
incorporated into, or forms part of, this Announcement.
You may request a hard copy of this Announcement, free of
charge, by contacting Computershare Investor Services Plc on +44
(0) 870 707 1256. Unless so requested, a hard copy of this
Announcement will not be sent to you. Lochard Shareholders may also
request that all future documents, Announcements and information to
be sent to them in relation to the Acquisition should be in hard
copy form.
Rule 2.10 Disclosure
In accordance with Rule 2.10 of the Code, Lochard confirms that
it has 298,865,616 Lochard Shares in issue and admitted to trading
on AIM, a market of the London Stock Exchange under ISIN
GB00B02YHV99.
In accordance with Rule 2.10 of the Code, Parkmead confirms that
it has 921,139,016 Parkmead Shares in issue and admitted to trading
on AIM, a market of the London Stock Exchange under ISIN
GB0002532801.
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 OF SUCH
JURISDICTION
23 May 2013
RECOMMENDED ALL-SHARE OFFER
for
Lochard Energy Group PLC ("Lochard")
by
The Parkmead Group plc ("Parkmead")
(to be implemented by way of a Scheme of Arrangement
under Part 26 of the Companies Act 2006)
1 Introduction
The boards of Parkmead and Lochard are pleased to announce that
they have reached agreement on the terms of a recommended all-share
offer for Lochard, pursuant to which Parkmead will acquire the
entire issued and to be issued ordinary share capital of Lochard
(the "Acquisition").
2 The Acquisition
It is intended that the Acquisition be implemented by way of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act.
Pursuant to the Acquisition, which will be subject to the
conditions and further terms set out below and in Appendix I and to
the full terms and conditions which will be set out in the Scheme
Document, Scheme Shareholders will receive:
for each Scheme Share: 0.385 Parkmead Consideration Shares
Based on the Closing Price of a Parkmead Share of 12.625 pence
on 22 May 2013 (being the last practicable date prior to the date
of this Announcement), the Acquisition values the entire issued and
to be issued share capital of Lochard at approximately GBP14.5
million and each Lochard Share at approximately 4.9 pence.
The Acquisition is conditional on, inter alia, the approval of
Lochard Shareholders and the sanction of the Scheme and the
confirmation of the Capital Reduction by the Court.
It is expected that the Scheme Document, containing further
information about the Acquisition and notices of the Court Meeting
and General Meeting together with the Forms of Proxy, will be
posted as soon as practicable and, in any event, within 28 days of
this Announcement. Subject to the satisfaction or, where relevant,
waiver of all relevant Conditions, the Scheme is expected to become
effective in July 2013.
3 Background to and reasons for the Acquisition
The Acquisition is in line with Parkmead's strategy of building
a balanced portfolio of oil and gas assets, with a near-term focus
on assets in the UK North Sea and the Netherlands. Parkmead already
holds exploration, development and producing interests with
production to date emanating from Parkmead's Dutch onshore
interests. Lochard's assets represent a strong strategic fit for
Parkmead, in particular, Lochard's 10 per cent. interest in the
producing Athena oil field. As disclosed by the operator of the
Athena field, Ithaca Energy Inc, since completion of post-start up
commissioning activities, production from the field has been stable
at a gross daily rate of between 10,000 and 11,000 boepd (1,000 to
1,100 boepd net to Lochard). Since production commenced at Athena
in the second quarter of 2012, through to the end of March 2013,
Athena had produced nearly 3 mmboe, representing approximately 0.3
mmboe net to Lochard.
The board of Parkmead anticipates that the Acquisition will:
o increase Parkmead's 2P reserves by some 10 per cent. to
approximately 25.2 mmboe (based on adding Lochard's 2P reserves of
approximately 2.3 mmboe as at 31 December 2012);
o increase Parkmead's forecast production for the second half of
2013 by over 400 per cent.;
o provide Parkmead with enhanced revenues, earnings and
operating cash flow*;
o increase the free cash generated by Parkmead's production,
assisting the development of Parkmead's existing portfolio of
assets; and
o create an enlarged group with a stronger and more balanced
asset base, which has the potential to deliver significant returns
to Parkmead Shareholders.
Given the significant increase in production afforded by the
Acquisition, the board of Parkmead also believes that the
combination of the two businesses will facilitate the ongoing
development of Parkmead's existing asset base by providing
additional, internally generated cash flow, alongside Parkmead's
existing financial resources and banking relationships.
Finally, the board of Parkmead believes that Parkmead, as
enlarged by the Acquisition, will be more likely to be successful
in completing further acquisitions as it seeks to build further
value-adding assets and interests in the North Sea and beyond.
*This statement should not be construed as a profit forecast or
be interpreted to mean that the future earnings per share, profits,
margins or cash flows of Parkmead will necessarily be greater or
less than the historical published earnings per share, profits,
margins or cash flows of Parkmead.
4 Recommendation
The Lochard Directors, who have been so advised by CIBC,
consider the terms of the Acquisition to be fair and reasonable. In
providing its advice, CIBC has taken into account the commercial
assessments of the Lochard Directors. In addition, the Lochard
Directors consider the terms of the Acquisition to be in the best
interests of Lochard and Lochard Shareholders as a whole.
Accordingly, the Lochard Directors intend to recommend
unanimously that Lochard Shareholders vote in favour of the Scheme
at the Court Meeting and the resolutions to be proposed at the
General Meeting (or in the event that the Acquisition is to be
implemented by means of a Takeover Offer, to accept, or procure the
acceptance of, the Takeover Offer).
5 Background to and reasons for the Lochard Directors' recommendation of the Acquisition
Following attempts to farm out the Thunderball and Moby
discoveries in October 2011, the board of Lochard concluded that
there would be a higher level of interest in Lochard's entire asset
portfolio. As a result, the board of Lochard began a formal sale
process for Lochard on 3 September 2012. At the beginning of 2013,
Lochard announced the relinquishment of a number of its exploration
licences, including Thunderball and Moby, and the loss of its
status as a North Sea operator due to funding issues. Lochard's
cash flows continue to be reliant on the performance of the Athena
field and, in particular, the mechanical integrity of two of its
four production wells, the inherent uncertainties of downhole
electrical pumps and the high cost of replacement if they fail.
After an extensive process run by Lochard and its advisers over
the past eight months and thorough evaluation of the options
available to Lochard, the Lochard Directors believe that being part
of a larger North Sea player represents the best course of action
for Lochard Shareholders. As such, the Lochard Directors believe
the proposed Acquisition by Parkmead represents a good opportunity
for Lochard Shareholders to gain exposure to a larger and more
balanced portfolio with less reliance on a single asset.
The Lochard Directors believe that the combination with Parkmead
is an attractive solution for Lochard Shareholders as the
combination will benefit from the management capabilities of
Parkmead and a stronger balance sheet, allowing it to make good
progress on the combined asset base and pursue further growth
opportunities. The Lochard Directors also believe that the more
diversified asset base and the larger size of the combined entity
with Parkmead should reduce Lochard's exposure to a single asset.
In addition, the share based nature of the consideration should
allow Lochard's shareholders to share in any upside in the combined
portfolio.
Parkmead's management team have a successful track-record of
building an E&P company and creating value for shareholders.
Since March 2011, when the oil & gas team at Parkmead was
established, the Parkmead management team has demonstrated its
growth intentions through four acquisitions of exploration,
appraisal and producing assets, in addition to the successful
appraisal of the Platypus field via horizontal drilling and the
major award of 25 blocks in the UKCS 27(th) Licensing Round.
The Lochard Directors believe that the combination of the two
businesses creates an enhanced full cycle E&P company, with an
experienced management team. Lochard Shareholders are also expected
to benefit from the higher liquidity in trading of Parkmead
Shares.
6 Break fee
The Panel has consented to Lochard entering into a break fee
arrangement with Parkmead as a participant in Lochard's announced
formal sale process pursuant to Note 2 on Rule 21.2 of the Code. As
such, Lochard has agreed to pay Parkmead a break fee of GBP145,267
(subject to adjustment for VAT) if a Competing Offer is announced
prior to the Acquisition lapsing or being withdrawn and such
Competing Offer becomes or is declared unconditional in all
respects or otherwise becomes effective.
7 Irrevocable undertakings and the letter of intent
Whilst none of the Lochard Directors are directly interested in
any Lochard Shares, Jamie Brooke, a non-executive Director of
Lochard, is also an employee of Henderson Global Investors Limited.
Funds managed by Henderson Global Investors Limited and Henderson
Alternative Investment Advisor Limited are interested in 93,926,577
Lochard Shares, representing approximately 31.4 per cent. of the
issued ordinary share capital of Lochard. Parkmead has received
irrevocable undertakings from Henderson Global Investors Limited
and Henderson Alternative Investment Advisor Limited to vote in
favour of the Scheme and the resolutions at the Court Meeting and
the General Meeting in respect of such 93,926,577 Lochard Shares,
representing approximately 31.4 per cent. of the issued ordinary
share capital of Lochard. Parkmead has also received irrevocable
undertakings to vote in favour of the Scheme and the resolutions at
the Court Meeting and the General Meeting from certain other
Lochard Shareholders in respect of a further 22,111,287 Lochard
Shares, representing approximately 7.4 per cent. of the issued
ordinary share capital of Lochard.
In addition, Parkmead has obtained a letter of intent from Palm
Global LLP in respect of 3,900,000 Lochard Shares representing
approximately 1.3 per cent. of the issued ordinary share capital of
Lochard to vote in favour of the Scheme and the resolutions at the
Court Meeting and the General Meeting.
Parkmead has therefore received irrevocable undertakings and a
letter of intent in respect of 119,937,864 Lochard Shares
representing, in aggregate, approximately 40.1 per cent. of the
issued ordinary share capital of Lochard.
Further details of these irrevocable undertakings (including the
circumstances in which they cease to be binding on the persons who
gave such undertakings) and the letter of intent are set out in
Appendix III to this Announcement.
8 Information on Parkmead
Parkmead's strategy is to build a strong platform to become a
key E&P player in the North Sea and beyond and it has embarked
on a fast-track programme to exploit the potential of its existing
asset base. Parkmead had a transformational year in 2012 with a
significant increase in its reserve base and the acquisition of its
first producing assets in the Netherlands. In addition, Parkmead
was a major beneficiary in the UKCS 27(th) Licensing Round, where
Parkmead was awarded 25 blocks, all as operator.
Parkmead has put in place a very experienced oil and gas team, a
significant number of whom, led by the Executive Chairman Tom
Cross, built and developed Dana Petroleum plc to create one of the
largest British independent operators active on the UKCS, with
E&P interests across nine countries at the time of its sale.
The Parkmead team has a strong technical and commercial background
and is using its expertise and technical knowledge of certain
proven and frontier areas to seek to exploit the exploration and
production opportunities it believes exist in these areas.
Capitalising on its strong industry and government
relationships, Parkmead has made four acquisitions within the last
18 months, as well as raising new institutional equity through two
oversubscribed placings, the first of which raised approximately
GBP8.5 million in March 2012 and the second of which raised
approximately GBP15.9 million in January 2013. Parkmead's current
assets are in both the UK and the Netherlands, including, as
mentioned above, its first producing interests.
During the last 12 months Parkmead's reserves base has
significantly increased and Parkmead currently has a balanced
portfolio of assets which includes 2P reserves of 22.9 mmboe plus
additional 2C resources of 11.3 mmboe.
Parkmead's largest interest in terms of reserves is its 52 per
cent. working interest in the Perth oil field area which was
acquired following the acquisition of DEO Petroleum plc in August
2012. The Perth Field, located in licences P218 (Block 15/21a) and
P588 (Block 15/21c), is targeting 2P reserves of 21.5 mmbbls (net
to Parkmead) from a Phase 1 development. Parkmead and its
co-venturers are planning to drill an appraisal well at the Perth
Field targeting a further 50-100 mmbbls of oil-in-place potential.
As operator, Parkmead is seeking to maximise the reserves to be
developed through the Perth Field infrastructure including
potential tie-in opportunities in the Greater Perth Area. To this
end, Parkmead is working with one of its partners on the Perth
Field, Faroe Petroleum plc ("Faroe"), following Faroe's recent
acquisition of a 50 per cent. stake in the Lowlander oil field
(which is located nearby to the Perth Field) with the aim of
putting together a joint Perth/Lowlander development study.
In November 2011, Parkmead completed the acquisition of a 15 per
cent. interest in the Platypus gas field, located in the UK
Southern North Sea. In August 2012, Parkmead announced strong
results from the Platypus gas appraisal well which delivered a
significant flow rate on test of 27 million cubic feet of gas per
day. Following these strong results, Parkmead has been actively
working with its co-venturers to progress planning for the
development of this field. The board of Parkmead is hopeful that
the most likely outcome will be a decision to proceed to commercial
development without the need for further appraisal drilling.
In August 2012, Parkmead completed the acquisition of a
portfolio of Netherlands onshore assets from Dyas B.V., including
four producing gas fields. The purchase of these assets marked a
significant milestone for Parkmead by adding the first producing
assets to its portfolio. In addition, the acquisition provided
Parkmead with two near-term development opportunities with the
first of these due to come onstream in 2014. Parkmead's technical
team has also been working closely with the operator of the assets
on a potential accelerated infill drilling programme at
Geesbrug.
In October 2012, Parkmead announced that it had added
significantly to its exploration portfolio following the UKCS
27(th) Licensing Round. The awards saw Parkmead become the operator
of 25 blocks across six licences in three key areas, namely the
Central North Sea, West of Shetland and West of Scotland. Parkmead
has commenced its work programme across the blocks awarded, which
will include obtaining 2D/3D seismic data and detailed mapping.
Parkmead has also had early discussions with potential partners
across some of the blocks awarded.
Through its wholly owned subsidiary, Aupec, Parkmead provides
petroleum economics, benchmarking and valuation expertise to a wide
range of government bodies and international oil and gas companies.
Aupec has to date worked with over 100 governments, national oil
companies, majors and independents, across the world, as well as a
number of multi-national agencies such as the European Commission
and the World Bank. Parkmead is able to benefit from the
relationships and analytical rigour within Aupec as it progresses
its strategy of actively pursuing investment opportunities
throughout the North Sea.
For the year ended 30 June 2012, Parkmead generated revenues of
GBP2.95 million and a loss before taxation of GBP4.9 million.
During the six month period to 31 December 2012, Parkmead generated
turnover of GBP1.97 million and a loss before taxation of GBP2.76
million. As at 31 December 2012, Parkmead had net assets of
GBP21.95 million. Subsequent to 31 December 2012, Parkmead raised
approximately GBP15.9 million by way of a successful equity placing
with certain institutional and other investors.
Parkmead also holds a 1.8 per cent. stake in Faroe Petroleum
plc. As at 22 May 2013 (being the last practicable date prior to
this Announcement) the value of this investment was approximately
GBP4.3 million.
9 Information on Lochard
Lochard is an exploration and production company with interests
in four UK North Sea licences.
Lochard was renamed from Rheochem plc following the sale of its
oilfield services and drilling fluids business in April 2011.
Lochard initially specialised in the provision of chemical
engineering services, drilling fluids and chemicals to the oil and
gas industry and was admitted to trading on AIM in 2004.
Subsequent to its admission to AIM, Lochard expanded
internationally and built up a portfolio of exploration and
production assets, mainly through acquisitions. As part of this
process, Lochard acquired Wimbledon Oil & Gas in 2006, which
held a 10 per cent. interest in the Athena Field. Lochard was also
awarded a number of exploration blocks in the UKCS 25(th) and
26(th) Licensing Rounds.
In March 2011, it was announced that Lochard was selling its
oilfield services and drilling fluids business allowing Lochard to
become a pure-play upstream specialist in the UK North Sea.
The 10 per cent. interest in the Athena Field remains Lochard's
key asset and had total gross 2P reserves remaining as at 31
December 2012 of approximately 22.7 mmboe (gross), 2.3 mmboe net to
Lochard. Athena reached first oil in May 2012 and is currently
producing 10,000-11,000 boepd (gross). The operator, Ithaca Energy
Inc., noted that, as at the end of March 2013, nearly 3 mmboe
(gross) had been produced since first oil and that production
continues to be dry.
Lochard also has contingent interests in three exploration
licences which were awarded as part of the UKCS 26(th) Licensing
Round.
Licence P1861: Lochard has a 50 per cent. working interest in
Licence P1861 which covers Blocks 3/5 & 3/10c and contains the
3/10b-1 gas discovery. The licence is located immediately to the
east of the North Alwyn Field and close to the Alwyn Area
Processing and Export System which would present a potential export
route.
Licence P1863: Lochard has a 50 per cent. working interest in
Licence P1863 which covers Blocks 9/17b & 9/22b. The licence
lies to the west of the nearby Gryphon and Harding producing
fields. Nine exploration wells have been drilled across the two
blocks.
Licence P1867: Lochard has a 50 per cent. working interest in
Licence P1867 which contains Block 14/17. The block lies
immediately to the north west of the Athena Field and presents a
possible future extension to the Athena Field.
10 Parkmead's strategic plans for Lochard and its intentions
regarding Lochard's management, employees and locations
The Directors of Parkmead believe that Lochard's North Sea
interests are an excellent addition to Parkmead's existing
portfolio of assets. The anticipated cash flow generated from
Lochard's interest in the Athena field should complement Parkmead's
existing production cash flows from its portfolio of onshore assets
in the Netherlands. Parkmead also intends to utilise the experience
and the commercial, operational and exploration strengths of its
core oil and gas team to maximise shareholder value from Lochard's
three exploration licences.
Lochard has been engaged in a formal sale process since 3
September 2012 and has since that date also simplified its asset
base and reduced its cost base. Apart from its board of directors,
Lochard does not have any employees (only a small number of
contractors) and the Lochard Directors have confirmed that they
intend to resign from the board of Lochard upon the Scheme becoming
effective. It is the intention of Parkmead to consolidate Lochard's
operations into Parkmead's existing offices in Aberdeen and
Parkmead does not intend to retain the limited number of
third-party contractors currently working with Lochard.
Parkmead has given assurances to the Lochard Directors that,
following completion of the Acquisition, the existing employment
rights of the directors and contractors of Lochard will be fully
safeguarded.
11 Lochard Share Scheme
Participants in the Lochard Share Scheme will be contacted
separately regarding the effect of the Acquisition on their rights
under the Lochard Share Scheme and appropriate proposals will be
made to such persons in due course. The proposals will extend to
any Lochard Shares which are unconditionally allotted or issued
before the Scheme Record Time as a result of the exercise of
existing options under the Lochard Share Scheme.
12 Parkmead Consideration Shares
The Parkmead Consideration Shares will be ordinary shares in the
capital of Parkmead. The Parkmead Consideration Shares will rank
pari passu in all respects with the Parkmead Shares in issue on the
Effective Date and will be entitled to all dividends and/or other
distributions declared or paid by Parkmead by reference to a record
date on or after the Effective Date.
The Parkmead Shares are admitted to trading on AIM, a market of
the London Stock Exchange, and an application will be made for the
Parkmead Consideration Shares to be admitted to trading on AIM.
Transactions in Parkmead Consideration Shares will settle through
CREST or by the dispatch of share certificates, which will be
posted to certificated holders of Lochard Shares.
The Parkmead Consideration Shares to be issued pursuant to the
Acquisition are expected to represent approximately 11.1 per cent.
of the issued share capital of Parkmead as enlarged by the
Acquisition.
Fractions of Parkmead Consideration Shares will not be allotted
or issued pursuant to the Scheme to Lochard Shareholders and
entitlements will instead be rounded down to the nearest whole
number of Parkmead Consideration Shares and all fractional
entitlements will be aggregated and allotted and issued to the
person appointed by Parkmead as nominee for such Lochard
Shareholders and sold in the market as soon as practicable after
the Effective Date. The net proceeds shall be paid to such Lochard
Shareholders in due course. However, individual entitlements to
amounts of less than GBP2 will not be paid but will instead be
retained for the benefit of Parkmead.
13 Opening Position Disclosures and interests
Parkmead confirms that it is making an Opening Position
Disclosure today, setting out the details required to be disclosed
by it under Rule 8.1(a) of the Code.
14 Structure of the Acquisition
It is intended that the Acquisition will be effected by way of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act. The Scheme is an arrangement between Lochard and the
Scheme Shareholders and is subject to the approval of the
Court.
The purpose of the Scheme is to provide for Parkmead to become
the holder of the entire issued and to be issued ordinary share
capital of Lochard. This is to be achieved by the cancellation of
the Scheme Shares held by Scheme Shareholders and the application
of the reserve arising from such cancellation in paying up in full
such number of new ordinary shares of 5 pence each in the capital
of Lochard which is equal to the number of Scheme Shares cancelled
and issuing such new ordinary shares to Parkmead. In consideration,
Parkmead will issue the Parkmead Consideration Shares to which
Lochard Shareholders on the register of members at the Scheme
Record Time are entitled pursuant to the terms of the
Acquisition.
To become effective, the Scheme will require, amongst other
things, the approval by a majority in number of Scheme Shareholders
representing at least 75 per cent. in value of the Scheme Shares
held by such Scheme Shareholders voting, either in person or by
proxy, at the Court Meeting (or any adjournment thereof), and the
passing by the Lochard Shareholders representing at least 75 per
cent. of the votes cast (either in person or by proxy) of a special
resolution necessary to implement the Scheme (including approving
appropriate amendments to the articles of association of Lochard)
at the General Meeting (or any adjournment thereof). The General
Meeting will be held immediately after the Court Meeting. In
addition, the Scheme must be sanctioned, and the Capital Reduction
must be confirmed, by the Court.
The Scheme will also be subject to certain conditions and
certain further terms referred to in Appendix I of this
Announcement and to be set out in the Scheme Document.
Once the necessary approvals from Lochard Shareholders have been
obtained and the other Conditions have been satisfied or (where
applicable) waived, the Scheme will become effective upon the
delivery of the Court Order and associated statement of capital to
the Registrar of Companies. The Scheme is expected to become
effective in July 2013. If the Scheme does not become effective on
or before 31 October 2013, it will lapse and the Acquisition will
not proceed (unless the parties agree otherwise with the consent of
the Panel).
Upon the Scheme becoming effective, it will be binding on all
Scheme Shareholders, irrespective of whether or not they attended
or voted at the Court Meeting or the General Meeting.
The Parkmead Consideration Shares to be issued to Lochard
Shareholders pursuant to the Scheme will be issued fully paid and
free from all liens, charges, equities, encumbrances, rights of
pre-emption and any other interests of any nature whatsoever and
together with all rights attaching thereto, including voting rights
and the rights to receive and retain in full all dividends and
other distributions declared, made or paid on or after the date of
their issue.
Upon the Scheme becoming effective, the CREST accounts of
Lochard Shareholders who hold their Lochard Shares in
uncertificated form will be credited with the Parkmead
Consideration Shares they will receive in consideration on, or
shortly after, the Effective Date and share certificates in respect
of the Parkmead Consideration Shares that Lochard Shareholders who
hold their Lochard Shares in certificated form will receive in
consideration will be despatched by Parkmead to Scheme Shareholders
no later than 14 days after the Effective Date.
The Scheme Document will include full details of the Scheme,
together with notices of the Court Meeting and the General Meeting
and the expected timetable, and will specify the actions to be
taken by Scheme Shareholders. The Scheme Document and the Forms of
Proxy will be sent to Lochard Shareholders as soon as reasonably
practicable and, in any event, within 28 days of this
Announcement.
The Scheme will be governed by English law. The Scheme will be
subject to the applicable requirements of the City Code, the Panel,
the London Stock Exchange and the AIM Rules. The bases and sources
of certain information contained in this Announcement are set out
in Appendix II. Certain terms used in this Announcement are defined
in Appendix IV.
Parkmead reserves the right, with the consent of the Panel
(where necessary), to elect to implement the Acquisition by way of
a Takeover Offer as an alternative to the Scheme. Any such Takeover
Offer will be subject to an acceptance condition of Parkmead having
acquired (whether pursuant to the Acquisitionor otherwise) such
percentage (being more than 50 per cent.) of the Lochard Shares, as
Parkmead may decide, having consulted with the Panel, and will
otherwise be implemented on the same terms (subject to appropriate
amendments), so far as applicable, as those which would apply to
the Scheme, and in compliance with applicable laws and
regulations.
15 Expected Timetable
Lochard currently anticipates that:
(a) it will despatch the Scheme Document, together with the
Forms of Proxy, to Lochard Shareholders and the Scheme Document,
for information only, to the holders of options granted under the
Lochard Share Scheme, and in such case, within the next 28 days (or
such later date as may be agreed with the Panel);
(b) the Court Meeting and General Meeting will take place in early July 2013;
(c) subject to the Scheme becoming unconditional and Effective
in accordance with its terms, the Acquisition is expected to become
effective in late July 2013, with the consideration being issued to
Lochard Shareholders no later than 14 days after the Effective
Date.
The timing of events which relate to the implementation of the
Acquisition is, however, subject to the approval of the Court and
is therefore subject to change. A full anticipated timetable will
be set out in the Scheme Document.
If the Acquisition does not become effective by the Long Stop
Date, the Acquisition will lapse except where the approval of
Lochard Shareholders at the Court Meeting and General Meeting is
obtained before this date, in which case the Long Stop Date for the
Acquisition may be extended to such later date as Parkmead and
Lochard may agree and, if appropriate, the Court may approve.
16 Disclosure of interests in Lochard Shares
Neither Parkmead, nor any of the Parkmead Directors nor, so far
as the Parkmead Directors are aware, any other person acting in
concert with Parkmead for the purposes of the Acquisition, owns,
controls, holds, or has borrowed or lent any Lochard Shares or any
securities convertible or exchangeable into Lochard Shares or
rights to subscribe for or purchase or options (including traded
options) in respect of, or derivatives referenced to, any such
Lochard Shares.
17 Overseas Shareholders
The availability of the Acquisition and the distribution of this
Announcement to persons not resident in the United Kingdom may be
prohibited or affected by the laws of the relevant jurisdictions.
Such persons should inform themselves about, and observe, any
applicable requirements. Further details in relation to overseas
Lochard Shareholders will be contained in the Scheme Document.
On 14 January 2013, Lochard announced that it had applied to the
Australian Securities Exchange Ltd ("ASX") to have the Lochard
Shares removed from the ASX official list. Such delisting became
effective on 22 May 2013. Lochard has entered into an agreement
with Cunningham Petersen Sharbanee Securities Pty Ltd ("CPS
Securities") whereby Lochard Australian CDI Holders have access to
a facility provided by CPS Securities to facilitate the sale of,
and settlement of transactions in, Lochard Shares on AIM following
the delisting. However, in the event that the Acquisition becomes
effective, this facility will cease to be available to Lochard
Australian CDI Holders with effect from the Effective Date and such
Lochard Australian CDI Holders will not be provided with a
replacement facility in respect of the Parkmead Consideration
Shares they will receive as consideration for their Scheme Shares
pursuant to the Scheme. This Announcement does not constitute an
offer for sale of any securities or an offer or an invitation to
purchase any securities. Lochard Shareholders are advised to read
carefully the Scheme Document and the Forms of Proxy once these
have been despatched.
18 Admission to trading, dealings and settlement of the Parkmead Consideration Shares
An application will be made to the London Stock Exchange for the
Parkmead Consideration Shares to be admitted to trading on AIM
("Admission"). It is expected that Admission will become effective
and that dealings for normal settlement in the Parkmead
Consideration Shares will commence on the London Stock Exchange at
or shortly after 8.00 a.m. (London time) on, or shortly after (and
within 14 days of), the Effective Date.
19 Cancellation of admission to trading of Lochard Shares on AIM and re-registration
On the Effective Date, Lochard will become a wholly owned
subsidiary of Parkmead.
Prior to the Scheme becoming effective, a request will be made
to the London Stock Exchange to cancel trading in Lochard Shares on
AIM upon, or shortly after, the Effective Date.
Share certificates in respect of Lochard Shares will cease to be
valid and should be destroyed upon, or shortly after, the Effective
Date.
In addition, entitlements held within CREST to Lochard Shares
will be cancelled upon, or shortly after, the Effective Date.
As soon as possible after the Effective Date, it is intended
that Lochard will be re-registered as a private limited
company.
20 General
The Acquisition will be made on the terms and subject to the
conditions and further terms set out herein and in Appendix I to
this Announcement. The bases and sources of certain financial
information contained in this Announcement are set out in Appendix
II to this Announcement. A summary of the irrevocable undertakings
and the letter of intent is contained in Appendix III to this
Announcement. Certain terms used in this Announcement are defined
in Appendix IV to this Announcement.
21 Documents on display
Copies of the following documents will be made available,
subject to certain restrictions relating to persons resident in any
Restricted Jurisdiction, on Parkmead's website
(www.parkmeadgroup.com) by no later than 12 noon (London time) on
24 May 2013 until the end of the Offer Period:
-- the irrevocable undertakings and the letter of intent
referred to in paragraph 7 above and summarised in Appendix III to
this Announcement;
-- the break-fee agreement referred to in paragraph 6 above;
-- the confidentiality agreement entered into between Parkmead
and Lochard on 14 January 2013; and
-- this Announcement.
Enquiries:
The Parkmead Group plc
Tom Cross (Executive Chairman) +44 (0) 1224 622200
Ryan Stroulger (Chief Financial Officer) +44 (0) 1224 622200
Charles Stanley Securities (Financial Adviser,
NOMAD and Corporate Broker to Parkmead)
Marc Milmo +44 (0) 20 7149 6000
Karri Vuori +44 (0) 20 7149 6000
Carl Holmes +44 (0) 20 7149 6000
Lochard Energy Group PLC
+44 (0) 1883 717
Clive Carver (Chairman) 357
CIBC World Markets plc (Financial Adviser
and Rule 3 Adviser to Lochard)
+44 (0) 20 7234
6462
Sameer Pethe +44 (0) 20 7234
Jonathan Bradfield 6462
finnCap Limited (NOMAD and Corporate Broker
to Lochard)
Matthew Robinson +44 (0) 20 7220 0500
Christopher Raggett +44 (0) 20 7220 0500
Media Enquiries:
College Hill Associates (PR Adviser to
Parkmead)
+44 (0) 20 7457
Alexandra Roper 2020
The Acquisition will be made on the terms and subject to the
conditions and further terms set out herein and in Appendix I to
this Announcement and the further terms and conditions to be set
out in the Scheme Document and Forms of Proxy when issued. The
bases and sources of certain financial information contained in
this Announcement are set out in Appendix II to this Announcement.
A summary of the irrevocable undertakings and the letter of intent
given by certain Lochard Shareholders is contained in Appendix III
to this Announcement. Certain terms used in this Announcement are
defined in Appendix IV to this Announcement.
Charles Stanley Securities, which is authorised and regulated in
the UK by the Financial Conduct Authority, is acting exclusively
for Parkmead and no one else in connection with the Acquisition and
this Announcement and will not be responsible to anyone other than
Parkmead for providing the protections afforded to clients of
Charles Stanley Securities nor for providing advice in connection
with the Acquisition or any matter referred to herein.
CIBC, which is authorised in the UK by the Prudential Regulation
Authority and regulated in the UK by the Financial Conduct
Authority and the Prudential Regulation Authority, is acting
exclusively for Lochard and no one else in connection with the
Acquisition and this Announcement and will not be responsible to
anyone other than Lochard for providing the protections afforded to
clients of CIBC nor for providing advice in connection with the
Acquisition or any matter referred to herein.
finnCap, which is authorised and regulated in the UK by the
Financial Conduct Authority, is acting exclusively for Lochard and
no one else in connection with the Acquisition and this
Announcement and will not be responsible to anyone other than
Lochard for providing the protections afforded to clients of
finnCap nor for providing advice in connection with the Acquisition
or any matter referred to herein.
Parkmead reserves the right to elect, with the consent of the
Panel (where necessary), to implement the Acquisition by way of a
Takeover Offer. In such event, the Takeover Offer will be
implemented on substantially the same terms, subject to appropriate
amendments, as those which would apply to the Scheme.
This Announcement is for information purposes only and is not
intended to and does not constitute an offer to sell or an
invitation to purchase or subscribe for any securities or the
solicitation of an offer to purchase or subscribe for securities,
or the solicitation of any vote or approval in any jurisdiction,
pursuant to the Acquisition or otherwise. The Acquisition will be
made solely by means of the Scheme Document, which, together with
the Forms of Proxy, will contain the full terms and conditions of
the Acquisition, including details of how to vote in favour of the
Scheme. Lochard and Parkmead urge Lochard Shareholders to read the
Scheme Document which will be distributed to Scheme Shareholders in
due course (with the exception of certain Scheme Shareholders in
Restricted Jurisdictions), as it will contain important information
relating to the Acquisition.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
This Announcement has been prepared for the purpose of complying
with English 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 the United Kingdom.
Overseas shareholders
The release, publication or distribution of this Announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to the laws of
other jurisdictions should inform themselves of, and observe, any
applicable requirements.
In particular, the ability of persons who are not resident in
the United Kingdom to vote their Lochard Shares in respect of the
Scheme at the Court Meeting, or to execute and deliver Forms of
Proxy appointing another to vote at the Court Meeting on their
behalf, may be affected by the laws of the relevant jurisdictions
in which they are located.
Copies of this Announcement and any formal documentation
relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction and persons
receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send
them in or into or from any Restricted Jurisdiction. If the
Acquisition is implemented by way of a Takeover Offer (unless
otherwise permitted by applicable law and regulation), the Takeover
Offer may not be made, directly or indirectly, in or into, or by
the use of mails or any means or instrumentality (including, but
not limited to, facsimile, e-mail or other electronic transmission,
telex or telephone) of interstate or foreign commerce of, or of any
facility of a national, state or other securities exchange of any
Restricted Jurisdiction and the Takeover Offer may not be capable
of acceptance by any such use, means, instrumentality or
facilities.
Notice to US investors in Lochard: The Acquisition relates to
the shares of an English company and is being made by means of a
scheme of arrangement provided for under English company law. A
transaction effected by means of a scheme of arrangement is not
subject to the tender offer rules or the proxy solicitation rules
under the US Exchange Act. Accordingly, the Acquisition is subject
to the disclosure requirements and practices applicable in the
United Kingdom to schemes of arrangement which differ from the
disclosure requirements of United States tender offer and proxy
solicitation rules. If, in the future, Parkmead exercises the right
to implement the Acquisition by way of a Takeover Offer and decides
to extend the offer into the United States, the Takeover Offer will
be made in compliance with applicable United States laws and
regulations. Financial information included (or incorporated by
reference) in this Announcement and the Scheme Document has been or
will have been prepared in accordance with accounting standards
applicable in the United Kingdom that may not be comparable to
financial information of US companies or companies whose financial
statements are prepared in accordance with generally accepted
accounting principles in the United States.
It may be difficult for US holders of Lochard Shares to enforce
their rights and any claim arising out of US federal laws, since
Parkmead and Lochard are located in a non-US jurisdiction and some
or all of their officers and directors may be residents of a non-US
jurisdiction. US holders of Lochard Shares may not be able to sue a
non-US company or its officers or directors in a non-US court for
violations of the 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.
Notice to Australian investors in Lochard: The Acquisition
relates to the shares of an English company and is being made by
means of a scheme of arrangement provided for under English company
law. The Acquisition is not subject to the takeovers requirements
of Chapter 6, nor the scheme requirements of Part 5.1, of the
Corporations Act 2001 (Cth) ("Australian Corporations Act").
Further, this Announcement does not constitute a prospectus or
other disclosure document under the Australian Corporations Act and
does not purport to include the information required of a
disclosure document, or other regulated document, under the
Australian Corporations Act. Any offers in Australia of Parkmead
Consideration Shares in connection with the Acquisition will be
made without disclosure to investors under Part 6D.2 of the
Australian Corporations Act pursuant to Australian Securities and
Investments Commission Class Order 07/9 or such other exemptions
from Part 6D.2 of the Australian Corporations Act as may be
applicable. Any advice in this Announcement is general advice only
and does not take into account any person's objectives, financial
situation or needs. Lochard is not licensed in Australia to provide
financial product advice in respect of its shares (or any other
financial products) and no cooling off period applies in respect of
an acquisition or sale of its shares. Parkmead is not licensed in
Australia to provide financial product advice in respect of its
shares (or any other financial products) and no cooling off period
applies in respect of an acquisition or sale of its shares.
On 14 January 2013, Lochard announced that it had applied to the
Australian Securities Exchange Ltd ("ASX") to have the Lochard
Shares removed from the ASX official list. Such delisting became
effective on 22 May 2013. Lochard has entered into an agreement
with Cunningham Petersen Sharbanee Securities Pty Ltd ("CPS
Securities") whereby Lochard Australian CDI Holders have access to
a facility provided by CPS Securities to facilitate the sale of,
and settlement of transactions in, Lochard Shares on AIM following
the delisting. However, in the event that the Acquisition becomes
effective, this facility will cease to be available to Lochard
Australian CDI Holders with effect from the Effective Date and such
Lochard Australian CDI Holders will not be provided with a
replacement facility in respect of the Parkmead Consideration
Shares they will receive as consideration for their Scheme Shares
pursuant to the Scheme.
Further details in relation to overseas Lochard Shareholders
will be contained in the Scheme Document.
Forward looking statements
This Announcement may contain statements about Parkmead and
Lochard that are or may be forward looking statements. All
statements other than statements of historical facts included in
this Announcement may be forward looking statements. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "estimates", "projects" or
words or terms of similar substance or the negative thereof, are
forward looking statements. Forward looking statements include
statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy,
losses and future prospects; (ii) business and management
strategies and the expansion and growth of Parkmead's and/or
Lochard's operations and potential synergies and cost savings
resulting from the Acquisition; and (iii) the effects of government
regulation on Parkmead's or Lochard's business.
Such forward looking statements involve risks and uncertainties
that could significantly affect expected results and are based on
certain key assumptions. Many factors could cause actual results to
differ materially from those projected or implied in any forward
looking statements. Due to such uncertainties and risks, readers
are cautioned not to place undue reliance on such forward looking
statements. Parkmead and Lochard disclaim any obligation to update
any forward looking or other statements contained herein, except as
required by applicable law.
Not a profit forecast
No statement in this Announcement is intended as a profit
forecast or profit estimate and no statement in this Announcement
should be interpreted to mean that earnings or the future earnings
per share of the Parkmead Group as enlarged by the Acquisition,
Parkmead and/or Lochard for the current or future financial years
would necessarily match or exceed the historical or published
earnings per share of Parkmead or Lochard.
Note regarding oil and gas disclosure
Dr Colin Percival, Parkmead's Technical Director, who holds a
First Class Honours Degree in Geology and a Ph.D in Sedimentology
and has over 30 years of experience in the oil and gas industry,
has reviewed the technical information contained in this
Announcement relating to Parkmead. Reserves and contingent resource
estimates for Parkmead are stated as at 31 December 2012.
Parkmead's evaluation of reserves and resources was prepared in
accordance with the 2007 Petroleum Resources Management System
prepared by the Oil and Gas Reserves Committee of the Society of
Petroleum Engineers and reviewed and jointly sponsored by the World
Petroleum Council, the American Association of Petroleum Geologists
and the Society of Petroleum Evaluation Engineers.
Peter Kingston, a non-executive director of Lochard and the
Chief Operating Officer of Lochard's operating subsidiary Zeus
Petroleum Limited, is the qualified person that has reviewed the
technical information contained in this Announcement relating to
Lochard. Reserves and contingent resource estimates for Lochard in
this Announcement are stated as at 31 December 2012.
Peter Kingston is a member of the Society of Petroleum Engineers
(SPE) and has 47 years' operating experience in the upstream oil
industry. For much of that period he has been a practicing
reservoir engineer and has routinely reviewed corporate oil and gas
reserve submissions at board level since 1984.
Disclosure requirements of the City Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any paper offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the Announcement in which any paper
offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i)
the offeree company; and (ii) any paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm (London time) on the 10th Business
Day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th
Business Day following the Announcement in which any paper offeror
is first identified.
Relevant persons who deal in the relevant securities of the
offeree company or of a paper offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
paper offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than
3.30 pm (London time) on the Business Day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
This summary should be read in conjunction with the full text of
this Announcement. Appendix I to this Announcement contains the
conditions to, and certain further terms of, the Acquisition.
Appendix II to this Announcement contains further details of the
sources of information and bases of calculations set out in this
Announcement. Appendix III contains a summary of the irrevocable
undertakings given by certain Lochard Shareholders. Appendix IV
contains definitions of certain expressions used in this summary
and in this Announcement.
Information relating to Lochard Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Lochard Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Lochard may be provided to Parkmead during the
Offer Period where requested under Section 4 of Appendix 4 of the
Code.
Publication on website
A copy of this Announcement will be made available, free of
charge subject to certain restrictions relating to persons resident
in Restricted Jurisdictions, at www.lochardenergy.comand
www.parkmeadgroup.comby no later than 12 noon (London time) on the
Business Day following the date of this Annoucement.
Neither the content of the website referred to in this
Announcement nor the content of any website accessible from
hyperlinks on Lochard's website (or any other website) is
incorporated into, or forms part of, this Announcement.
You may request a hard copy of this Announcement, free of
charge, by contacting Computershare Investor Services Plc on +44
(0) 870 707 1256. Unless so requested, a hard copy of this
Announcement will not be sent to you. Lochard Shareholders may also
request that all future documents, Announcements and information to
be sent to them in relation to the Acquisition should be in hard
copy form.
Rule 2.10 Disclosure
In accordance with Rule 2.10 of the Code, Lochard confirms that
it has 298,865,616 Lochard Shares in issue and admitted to trading
on AIM, a market of the London Stock Exchange, under ISIN
GB00B02YHV99.
In accordance with Rule 2.10 of the Code, Parkmead confirms that
it has 921,139,016 Parkmead Shares in issue and admitted to trading
on AIM, a market of the London Stock Exchange, under ISIN
GB0002532801.
APPENDIX I
CONDITIONS AND CERTAIN FURTHER TERMS OF THE ACQUISITION
Part A: Conditions of the Acquisition
The Acquisition will be conditional upon the Scheme becoming
unconditional and becoming effective by no later than the Long Stop
Date, or such later date (if any) as Parkmeadand Lochard may agree
and the Court may allow.
(a) The Scheme will be conditional upon:
(1) its approval by a majority in number representing not less
than three-fourths in value of the Scheme Shareholders (or the
relevant class or classes thereof, if applicable) present and
voting, either in person or by proxy, at the Court Meeting and at
any separate class meeting which may be required by the Court or at
any adjournment of any such meeting;
(2) all resolutions necessary to approve and implement the
Scheme being duly passed by the requisite majority or majorities at
the General Meeting of Lochard or at any adjournment of that
meeting; and
(3) the sanction of the Scheme with or without modification (but
subject to any such modification being acceptable to Parkmead and
Lochard) and the confirmation of the Capital Reduction by the Court
and:
(i) the delivery of a copy of the necessary Court Order(s) and
of the requisite statement of capital to the Registrar of
Companies; and
(ii) if the Court so orders for it to become effective, the
registration of the Court Order(s) and the statement of capital by
the Registrar of Companies.
In addition, Parkmead and Lochard have agreed that the
Acquisition will be conditional upon the following Conditions and,
accordingly, the necessary actions to make the Scheme effective
will not be taken unless the following Conditions (as amended if
appropriate) have been satisfied or, where relevant, waived:
(b) without prejudice to paragraphs (d) or (e) below, the
Secretary of State for Energy and Climate Change not having
indicated an intention to (i) revoke or recommend the revocation of
any exploration or production licence held by any member of the
Lochard Group or (ii) to require a further change of control of any
such member as a result of the implementation of the
Acquisition;
(c) the London Stock Exchange agreeing to admit the Parkmead
Consideration Shares to trading on AIM subject to the allotment of
such Parkmead Consideration Shares and/or the Scheme becoming or
being declared unconditional in all respects;
(d) there being no provision of any agreement, arrangement,
licence, permit or other instrument to which any member of the
Wider Lochard Group is a party or by or to which any such member or
any of its assets may be bound, entitled or subject, which in
consequence of the Acquisitionor the proposed acquisition of any
shares or other securities in Lochard or because of a change in the
control or management of Lochard or otherwise, could or might
result in:
(i) any moneys borrowed by or any other indebtedness (actual or
contingent) of, or grant available to any such member, being or
becoming repayable or capable of being declared repayable
immediately or earlier than their or its stated maturity date or
repayment date or the ability of any such member to borrow moneys
or incur any indebtedness being withdrawn or inhibited or being
capable of becoming or being withdrawn or inhibited;
(ii) any such agreement, arrangement, licence, permit or
instrument or the rights, liabilities, obligations or interests of
any such member thereunder being terminated or modified or affected
or any obligation or liability arising or any action being taken or
arising thereunder;
(iii) any assets or interests of any such member being or
falling to be disposed of or charged or any right arising under
which any such asset or interest could be required to be disposed
of or charged;
(iv) the creation or enforcement of any mortgage, charge or
other security interest over the whole or any part of the business,
property or assets of any such member;
(v) the rights, liabilities, obligations or interests of any
such member in, or the business of any such member with, any
person, firm or body (or any arrangement or arrangements relating
to any such interest or business) being terminated, adversely
modified or affected;
(vi) the value of any such member or its financial or trading
position or prospects being prejudiced or adversely affected;
(vii) any such member ceasing to be able to carry on business
under any name under which it presently does so; or
(viii) the creation of any liability, actual or contingent, by any such member,
and no event having occurred which, under any provision of any
agreement, arrangement, licence, permit or other instrument to
which any member of the Wider Lochard Group is a party or by or to
which any such member or any of its assets may be bound, entitled
or subject, could result in any of the events or circumstances as
are referred to in sub-paragraphs (i) to (viii) of this
Condition;
(e) no government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental or
investigative body, court, trade agency, association, institution
or any other body or person whatsoever in any jurisdiction (each a
"Third Party") having decided to take, institute, implement or
threaten any action, proceeding, suit, investigation, enquiry or
reference, or enacted, made or proposed any statute, regulation,
decision or order, or having taken any other steps which would or
might be expected to:
(i) require, prevent or delay the divestiture, or alter the
terms envisaged for any proposed divestiture by any member of the
Wider Parkmead Group or any member of the Wider Lochard Group of
all or any portion of their respective businesses, assets or
property or impose any limitation on the ability of any of them to
conduct their respective businesses (or any of them) or to own any
of their respective assets or properties or any part thereof;
(ii) require, prevent or delay the divestiture by any member of
the Wider Parkmead Group of any shares or other securities in any
member of the Wider Lochard Group;
(iii) impose any limitation on, or result in a delay in, the
ability of any member of the Wider Parkmead Group directly or
indirectly to acquire or to hold or to exercise effectively any
rights of ownership in respect of shares or loans or securities
convertible into shares or any other securities (or the equivalent)
in any member of the Wider Lochard Group or the Wider Parkmead
Group or to exercise management control over any such member;
(iv) otherwise adversely affect the business, assets, profits or
prospects of any member of the Wider Parkmead Group or of any
member of the Wider Lochard Group;
(v) make the Acquisition or its implementation or the
acquisition or proposed acquisition by Parkmead or any member of
the Wider Parkmead Group of any shares or other securities in, or
control ofany member of the Wider Lochard Group void, illegal,
and/or unenforceable under the laws of any jurisdiction, or
otherwise, directly or indirectly, restrain, restrict, prohibit,
delay or otherwise interfere with the same, or impose additional
conditions or obligations with respect thereto, or otherwise
challenge or interfere therewith;
(vi) except if Parkmead elects to implement the Acquisition by
way of an Offer, in respect ofthe 'squeeze-out' procedure in
accordance with the provisions of Part 28 of the Companies Act
2006, require any member of the Wider Parkmead Group or the Wider
Lochard Group to offer to acquire any shares or other securities
(or the equivalent) or interest in any member of the Wider Lochard
Group or the Wider Parkmead Group owned by any third party; or
(vii) result in any member of the Wider Lochard Group ceasing to
be able to carry on business under any name under which it
presently does so,
and all applicable waiting and other time periods during which
any such Third Party could institute, implement or threaten any
action, proceeding, suit, investigation, enquiry or reference or
any other step under the laws of any jurisdiction in respect of the
Acquisition or the acquisition or proposed acquisition of any
Lochard Shares having expired, lapsed or been terminated;
(f) all necessary filings or applications having been made in
connection with the Acquisitionand all statutory or regulatory
obligations in any jurisdiction having been complied with in
connection with the Acquisition or the acquisition by any member of
the Wider Parkmead Group of any shares or other securities in, or
control of, Lochard and all authorisations, orders, recognitions,
grants, consents, licences, confirmations, clearances, permissions
and approvals (collectively "Consents") deemed necessary or
appropriate by Parkmead or any member of the Wider Parkmead Group
for or in respect of the Acquisitionor the proposed acquisition of
any shares or other securities in, or control of, Lochard by any
member of the Wider Parkmead Group having been obtained in terms
and in a form satisfactory to Parkmead from any appropriate Third
Parties or persons with whom any member of the Wider Lochard Group
has entered into contractual arrangements and all Consents
necessary or appropriate to carry on the business of any member of
the Wider Lochard Group which is material in the context of the
Parkmead Group or the Lochard Group as a whole remaining in full
force and effect and all filings necessary for such purpose have
been made and there being no notice or intimation of any intention
to revoke or not to renew any of the same at the time at which the
Acquisitionbecomes otherwise unconditional and all necessary
statutory or regulatory obligations in any jurisdiction having been
complied with;
(g) except as publically announced by Lochard in accordance with
the AIM Rules prior to 23 May 2013, no member of the Wider Lochard
Group having, since 30 June 2012:
(i) save as between Lochard and wholly-owned subsidiaries of
Lochard or for Lochard Shares issued pursuant to the exercise of
options granted under the Lochard Share Scheme, issued, authorised
or proposed the issue of additional shares of any class;
(ii) save as between Lochard and wholly-owned subsidiaries of
Lochard or for the grant of options under the Lochard Share Scheme,
issued or agreed to issue, authorised or proposed the issue of
securities convertible into shares of any class or rights, warrants
or options to subscribe for, or acquire, any such shares or
convertible securities;
(iii) other than to another member of the Lochard Group,
recommended, declared, paid or made or proposed to recommend,
declare, pay or make any bonus, dividend or other distribution
whether payable in cash or otherwise;
(iv) save for intra-Lochard Group transactions, merged or
demerged with any body corporate or acquired or disposed of or
transferred, mortgaged or charged or created any security interest
over any assets or any right, title or interest in any asset
(including shares and trade investments) or authorised or proposed
or announced any intention to propose any merger, demerger,
acquisition or disposal, transfer, mortgage, charge or security
interest, in each case, other than in the ordinary course of
business;
(v) save for intra-Lochard Group transactions, made or
authorised or proposed or announced an intention to propose any
change in its loan capital;
(vi) issued, authorised or proposed the issue of any debentures
or (save for intra-Lochard Group transactions), save in the
ordinary course of business, incurred or increased any indebtedness
or become subject to any contingent liability;
(vii) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities
or reduced or, save in respect to the matters mentioned in
sub-paragraph (i) above, made any other change to any part of its
share capital;
(viii) implemented, or authorised, proposed or announced its
intention to implement, any reconstruction, amalgamation, scheme,
commitment or other transaction or arrangement otherwise than in
the ordinary course of business;
(ix) entered into, varied, authorised, proposed or announced its
intention to enter into or vary any contract, transaction or
commitment (whether in respect of capital expenditure or otherwise)
which is of a long term, onerous or unusual nature or which
involves or could reasonably be expected to involve an obligation
of a nature or magnitude which is, in any such case material to the
context of the Wider Lochard Group, or which is or is reasonably
likely to be restrictive on the businesses of any member of the
Wider Lochard Group or the Wider Parkmead Group or which involves
or could involve an obligation of such a nature or magnitude or
which is other than in the ordinary course of business;
(x) (other than in respect of a member which is dormant and was
solvent at the relevant time) taken any corporate action or had any
legal proceedings started or threatened against it for its
winding-up, dissolution or reorganisation or for the appointment of
a receiver, administrative receiver, administrator, trustee or
similar officer of all or any of its assets or revenues or any
analogous proceedings in any jurisdiction or had any such person
appointed;
(xi) entered into or changed the terms of any contract with any
director or senior executive of the Lochard Group which is, in any
such case material to the context of the Wider Lochard Group;
(xii) waived or compromised any claim otherwise than in the
ordinary course of business which is material in the context of the
Wider Lochard Group, taken as a whole;
(xiii) entered into any contract, commitment, arrangement or
agreement otherwise than in the ordinary course of business or
passed any resolution or made any offer(which remains open for
acceptance) with respect to or announced any intention to, or to
propose to, effect any of the transactions, matters or events
referred to in this Condition;
(xiv) proposed, agreed to provide or modified the terms of any
share option scheme, incentive scheme, pension scheme obligations
or other benefit relating to the employment or termination of
employment of any person employed by the Wider Lochard Group;
or
(xv) having taken (or agreed or proposed to take) any action
which requires, or would require, the consent of the Panel or the
approval of Lochard Shareholders in general meeting in accordance
with, or as contemplated by, Rule 21.1 of the Code,
and, for the purposes of paragraphs (iii), (iv), (v) and (vi) of
this Condition, the term "Lochard Group" shall mean Lochard and its
wholly-owned subsidiaries;
(h) except as disclosed in the accounts for year then ended, since 30 June 2012:
(i) no adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits or
prospects of any member of the Wider Lochard Group to an extent
which is material to the Wider Lochard Group taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings to which any member of the Wider Lochard
Group is or may become a party (whether as a plaintiff, defendant
or otherwise) and no investigation by any Third Party against or in
respect of any member of the Wider Lochard Group having been
instituted announced or threatened by or against or remaining
outstanding in respect of any member of the Wider Lochard Group
which in any such case might be expected to have a material adverse
effect on any member of the Wider Lochard Group;
(iii) no contingent or other liability having arisen or become
apparent to Parkmead which would be likely adversely affect the
business, assets, financial or trading position, profits, prospects
or operational performance of any member of the Wider Lochard Group
to an extent which is material to the Wider Lochard Group taken as
a whole; and
(iv) no steps having been taken which are reasonably likely to
result in the withdrawal, cancellation, termination or modification
of any licence held by any member of the Wider Lochard Group which
is necessary for the proper carrying on of its business and the
withdrawal, cancellation, termination or modification of which is
material and likely to have an adverse effect on the Wider Lochard
Group taken as a whole;
(i) except as Disclosed, Parkmead not having discovered:
(i) that any financial, business or other information concerning
the Wider Lochard Group as contained in the information publicly
disclosed at any time by or on behalf of any member of the Wider
Lochard Group is misleading, contains a misrepresentation of fact
or omits to state a fact necessary to make that information not
misleading which is, in any case, material in the context of the
Wider Lochard Group; and
(ii) that any member of the Wider Lochard Group is subject to
any liability (contingent or otherwise) which is not disclosed in
the Annual Report;
(j) except as Disclosed, Parkmead not having discovered that:
(i) any past or present member of the Wider Lochard Group has
failed to comply with any and/or all applicable legislation or
regulation, of any jurisdiction with regard to the disposal,
spillage, release, discharge, leak or emission of any waste or
hazardous substance or any substance likely to impair the
environment or harm human health or animal health or otherwise
relating to environmental matters, or that there has otherwise been
any such disposal, spillage, release, discharge, leak or emission
(whether or not the same constituted a non-compliance by any person
with any such legislation or regulations, and wherever the same may
have taken place) any of which disposal, spillage, release,
discharge, leak or emission would be likely to give rise to any
material liability (actual or contingent) on the part of any member
of the Wider Lochard Group; or
(ii) there is, or is likely to be, for that or any other reason
whatsoever, any material liability (actual or contingent) of any
past or present member of the Wider Lochard Group to make good,
repair, reinstate or clean up any property or any controlled waters
now or previously owned, occupied, operated or made use of or
controlled by any such past or present member of the Wider Lochard
Group, under any environmental legislation, regulation, notice,
circular or order of any government, governmental,
quasi-governmental, state or local government, supranational,
statutory or other regulatory body, agency, court, association or
any other person or body in any jurisdiction and any such liability
would be likely to give rise to any material liability (actual or
contingent) on the part of any member of the Wider Lochard
Group.
For the purposes of these Conditions the "Wider Lochard Group"
means Lochard and its subsidiary undertakings, associated
undertakings and any other undertaking in which Lochard and/or such
undertakings (aggregating their interests) have a significant
interest and the "Wider Parkmead Group" means Parkmead and its
subsidiary undertakings, associated undertakings and any other
undertaking in which Parkmead and/or such undertakings (aggregating
their interests) have a significant interest and for these purposes
"subsidiary undertaking" and "undertaking" have the meanings given
by the Companies Act, "associated undertaking" has the meaning
given by paragraph 19 of Schedule 6 to the Large and Medium-sized
Companies and Groups (Accounts and Reports) Regulations 2008 other
than paragraph 19(1)(b) of Schedule 6 to those Regulations which
shall be excluded for this purpose, and "significant interest"
means a direct or indirect interest in ten per cent. or more of the
equity share capital (as defined in the Companies Act).
To the extent permitted by law and subject to the requirements
of the Panel, Parkmead reserves the right to waive, in whole or in
part, all or any of Conditions (a) to (j) above, except for
Condition (a), which cannot be waived.
Conditions (b) to (j) (inclusive) must be fulfilled or waived by
no later than 11.59pm on the date immediately preceding the date of
the Court Hearing, failing which the Scheme will lapse. Parkmead
shall be under no obligation to waive or treat as satisfied any of
Conditions (b) to (j) (inclusive) by a date earlier than the latest
date specified above for the fulfilment or waiver thereof,
notwithstanding that the other Conditions of the offer may at such
earlier date have been waived or fulfilled and that there are at
such earlier date no circumstances indicating that any of such
Conditions may not be capable of fulfilment.
If Parkmead is required by the Panel to make an offer for
Lochard Shares under the provisions of Rule 9 of the Code, Parkmead
may make such alterations to any of the above Conditions as are
necessary to comply with the provisions of that Rule.
Parkmead reserves the right to elect (with the consent of the
Panel) to implement the Acquisition by way of a takeover offer (as
defined in Part 28 of the Companies Act). In such event, such Offer
will be implemented on the same terms, so far as applicable, as
those which would apply to the Scheme, subject to appropriate
amendments to reflect the change in method of effecting the
Acquisition, including (without limitation and subject to the
consent of the Panel) an acceptance condition that is set at 90 per
cent. (or such lesser percentage, as Parkmead may decide) (i) in
nominal value of the shares to which such Offer relates; and (ii)
of the voting rights attached to those shares, and that is subject
to the Parkmead and/or (with the consent of the Panel) any members
of the Parkmead Group having acquired or agreed to acquire, whether
pursuant to the Offer or otherwise, shares carrying more than 50
per cent. of the voting rights normally exercisable at a general
meeting of Lochard, including, for this purpose, any such voting
rights attaching to Lochard Shares that are unconditionally
allotted or issued before the takeover offer becomes or is declared
unconditional as to acceptances, whether pursuant to the exercise
of any outstanding subscription or conversion rights or
otherwise.
The availability of the Acquisition to persons not resident in
the United Kingdom may be affected by the laws of the relevant
jurisdictions. Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable
requirements.
The Acquisition will be governed by English law and will be
subject to the jurisdiction of the English courts and to the
Conditions set out in this Announcement and in the formal Scheme
Document (or Offer Document and related Form of Acceptance, as the
case may be). The Acquisition will comply with the applicable rules
and regulations of the Financial Conduct Authority and the London
Stock Exchange and the Code.
Each of the Conditions shall be regarded as a separate Condition
and shall not be limited by reference to any other Condition.
Part B: Certain further terms of the Acquisition
The Acquisition will not be made, directly or indirectly, in or
into, or by use of the mails of, or by any means or instrumentality
(including, without limitation, facsimile transmission, telex,
telephone, internet or e-mail) of interstate or foreign commerce
of, or of any facility of a national securities exchange of, the
United States, Canada, Japan or Australia and the Acquisition will
not be capable of acceptance by any such use, means,
instrumentality or facility or from within the United States,
Canada, Japan or Australia.
Lochard Shares which will be acquired under the Acquisition will
be acquired fully paid and free from all liens, equities, charges,
encumbrances, options, rights of pre-emption and any other third
party rights and interests of any nature and together with all
rights now or hereafter attaching or accruing to them, including
voting rights and the right to receive and retain in full all
dividends and other distributions (if any) declared, made or paid
on or after the date of this Announcement.
APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this Announcement:
(i) As at the close of business on 22 May 2013, being the last
Business Day prior to the date of this Announcement, Parkmead had
in issue 921,139,016 Parkmead Shares and Lochard had in issue
298,865,616 Lochard Shares. The ISIN for Parkmead Shares is
GB0002532801 and for the Lochard Shares is GB00B02YHV99.
(ii) The value placed on the issued share capital of Lochard
(approximately GBP14.5 million) is based on 298,865,616 Lochard
Shares in issue on 22 May 2013, being the last Business Day prior
to the date of this Announcement.
(iii) The Closing Price of a Parkmead Share on 22 May 2013
(being the last Business Day prior to the date of this
Announcement), referred to in this Announcement is derived from the
AIM Appendix to the London Stock Exchange Daily Official List.
(iv) Unless otherwise stated, the financial information relating
to Lochard is extracted or derived from the annual report and
accounts of Lochard for the financial year to 30 June 2012 and the
interim results for the six month period ended 31 December 2012
(without any adjustment).
(v) Unless otherwise stated, the financial information relating
to Parkmead is extracted or derived from the annual report and
accounts of Parkmead for the financial year to 30 June 2012 and the
interim results for the six month period ended 31 December 2012
(without any adjustments).
APPENDIX III
IRREVOCABLE UNDERTAKINGS AND THE LETTER OF INTENT
Lochard Shareholders
Whilst none of the Lochard Directors are directly interested in
any Lochard Shares, Jamie Brooke, a non-executive Director of
Lochard is also an employee of Henderson Global Investors Limited.
Funds managed by Henderson Global Investors Limited and Henderson
Alternative Investment Advisor Limited are interested in 93,926,577
Lochard Shares, representing approximately 31.4 per cent. of the
issued ordinary share capital of Lochard. Parkmead has received
irrevocable undertakings from Henderson Global Investors Limited
and Henderson Alternative Investment Advisor Limited to vote in
favour of the Scheme and the resolutions at the Court Meeting and
the General Meeting in respect of such 93,926,577 Lochard Shares,
representing approximately 31.4 per cent. of the issued ordinary
share capital of Lochard. Details of these undertakings are set out
below.
Parkmead has also received irrevocable undertakings to vote in
favour of the Scheme and the resolutions at the Court Meeting and
the General Meeting from certain other Lochard Shareholders in
respect of a further 22,111,287 Lochard Shares, representing
approximately 7.4 per cent. of the issued ordinary share capital of
Lochard.
Parkmead has therefore received irrevocable undertakings in
respect of 116,037,864 Lochard Shares representing, in aggregate,
approximately 38.8 per cent. of the issued ordinary share capital
of Lochard. Details of these undertakings are set out below.
All the irrevocable undertakings remain binding in all
circumstances unless:
(i) the Scheme Document is not posted within 28 days from the date of this Announcement;
(ii) the Scheme does not become effective (or, in the event that
Parkmead elects to implement the Acquisition by way of a takeover
offer (within the meaning of section 974 of the Companies Act) does
not become wholly unconditional) on or before the date being six
months following the date of the Announcement;
(iii) the Scheme is withdrawn or otherwise lapses; or
(iv) a person other than Parkmead or any person acting in
concert with Parkmead announces prior to the Court Meeting and the
General Meeting a firm intention (in accordance with Rule 2.7 of
the Code) to make an offer (within the meaning of the City Code),
which is not the subject of pre-conditions, to acquire all the
equity share capital of Lochard, other than that already owned by
the person making such offer, on terms which represent (in the
reasonable opinion of Parkmead) an improvement of 15% or more on
the value of the consideration offered under the Acquisition.
In addition, Parkmead has obtained a letter of intent from Palm
Global LLP in respect of 3,900,000 Lochard Shares representing
approximately 1.3 per cent. of the issued ordinary share capital of
Lochard to vote in favour of the Scheme and the resolutions at the
Court Meeting and the General Meeting.
Details of irrevocable undertakings and letter of intent
The following Lochard Shareholders have given irrevocable
undertakings on the terms summarised above:
Lochard Shares subject to irrevocable undertakings
Name Number of Lochard Shares % of Lochard issued share capital
The Strathclyde Pension Fund* 18,629,715 6.23%
Henderson UK and Irish Smaller Companies Fund* 13,983,568 4.68%
The Alphagen Volantis Fund Limited* 34,749,632 11.63%
Henderson UK Small Cap Best Ideas Fund* 12,146,111 4.06%
Citigroup Pension Plan Investment Committee* 7,142,857 2.39%
The Henderson Value Trust plc* 7,274,694 2.43%
Seren Capital Management Ltd 14,002,858 4.69%
Lion Nominees Limited A/C RB 4,326,859 1.45%
Michael Rose 2,781,570 0.93%
Tracey Rose 1,000,000 0.33%
Total 116,037,864 38.83%
*Funds managed by Henderson Global Investors Limited and/or Henderson Alternative Investment
Advisor Limited
Lochard Shares subject to letter of intent
Name Number of Lochard Shares % of Lochard issued share capital
Palm Global LLP 3,900,000 1.30%
Total Lochard Shares subject to irrevocable
undertakings and letter of intent 119,937,864 40.13%
APPENDIX IV
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context requires otherwise.
"2C" contingent resources
"2P" proven and probable reserves
"2D/3D" 2 dimensional and 3 dimensional
"Acquisition" the proposed acquisition of the entire
issued and to be issued share capital
of Lochard by Parkmead to be implemented
by means of the Scheme (or, if Parkmead
so elects, a Takeover Offer) on the
terms and subject to the Conditions
set out in this Announcement and to
be set out in the Scheme Document
(or the Offer Document (as the case
may be)) and, where the context admits,
any subsequent revision, variation,
extension or renewal thereof
"AIM" AIM, a market of the London Stock
Exchange
"AIM Rules" the AIM Rules for Companies
"Annual Report" the director's report and financial
statements for Lochard for the year
ended 30 June 2012
"Announcement" this announcement relating to the
recommended all-share offer for Lochard
Energy Group PLC by The Parkmead Group
plc released on 23 May 2013
"ASX" the Australian Securities Exchange
"Athena" the Athena Field located in Block
14/18b
"boepd" barrels of oil equivalents per day
"Business Day" any day which is not a Saturday, Sunday
or a bank or public holiday in England
and Wales
"Capital Reduction" the proposed reduction of the ordinary
share capital of Lochard provided
by the Scheme under section 641 of
the Companies Act
"Charles Stanley Securities" Charles Stanley Securities, a division
of Charles Stanley & Co. Ltd
"CHESS" The Clearing House Electronic subregister
System of the ASX
"CIBC" CIBC World Markets plc
"City Code" or "Code" the City Code on Takeovers and Mergers,
as amended from time to time
"Closing Price" the closing middle market quotation
of a Lochard or a Parkmead Share as
derived from the AIM Appendix to the
Daily Official List
"Companies Act" the Companies Act 2006 (as amended,
modified, consolidated, re-enacted
or replaced from time to time)
"Competing Offer" an offer (as defined in the Code)
(whether or not on a pre-conditional
basis and howsoever implemented, including
by takeover offer or scheme of arrangement)
for the entire issued and to be issued
share capital of Lochard which is
or has been announced, made or entered
into by a person (other than Parkmead)
who is not acting in concert (as defined
in the Code) with Parkmead
"Conditions" the conditions of the Acquisition
set out in Appendix I to this Announcement
and to be set out in the Scheme Document
and a "Condition" shall mean any one
of them
"Court" the High Court of Justice in England
and Wales
"Court Hearing" the hearing by the Court of the Claim
form to sanction the Scheme and to
confirm the Capital Reduction
"Court Meeting" the meeting (or any adjournment thereof)
of the Scheme Shareholders to be convened
by order of the Court pursuant to
Part 26 of the Companies Act to consider
and, if thought fit, approve the Scheme
(with or without modification)
"Court Order" the order of the Court sanctioning
the Scheme under section 899 of the
Companies Act and confirming the Capital
Reduction under section 648 of the
Companies Act
"CREST" the relevant system (as defined in
the CREST Regulations) in respect
of which Euroclear UK & Ireland Limited
is the operator (as defined in the
CREST Regulations)
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001 No. 3755), as amended
from time to time
"Daily Official List" the Daily Official List published
by the London Stock Exchange
"Dealing Disclosure" has the same meaning as in Rule 8
of the Code
"DECC" the Department for Energy and Climate
Change
"Disclosed" (i) publicly announced via a Regulatory
Information Service by or on behalf
of Lochard prior to 23 May 2013, (ii)
disclosed in the annual report and
accounts of Lochard for the financial
year ended 30 June 2012 or (iii) disclosed
in the interim report of Lochard for
the six months ended 31 December 2012
"Effective Date" the date on which the Scheme becomes
effective
"E&P" exploration & production
"Excluded Shares" any Lochard Shares of which any member
of the Parkmead Group is the holder
or in which any member of the Parkmead
Group is beneficially interested
"Financial Conduct Authority" the United Kingdom Financial Conduct
or "FCA" Authority and any successor or replacement
regulatory body or bodies
"finnCap" finnCap Limited
"Forms of Proxy" the forms of proxy to be enclosed
with the Scheme Document for use at
the Court Meeting and General Meeting
"FSMA" the Financial Services and Markets
Act 2000 and any subordinate legislation
made under it, or any applicable successor
or replacement regulatory regime in
the UK
"General Meeting" the general meeting (or any adjournment
thereof) of the Lochard Shareholders
to be convened in connection with
the Scheme, expected to be held as
soon as the preceding Court Meeting
shall have been concluded or adjourned
"Interim Report" the half-yearly financial report of
Lochard for the six months ended 31
December 2012
"Lochard" or the "Company" Lochard Energy Group PLC
"Lochard Australian CDI holders of Australian CHESS depositary
Holders" interests representing Lochard Shares
"Lochard Directors" the directors of Lochard as at the
date of this Announcement
"Lochard Share Scheme" Lochard's employee share option scheme
known as the Rheochem plc Unapproved
Share Option Plan
"Lochard Group" Lochard, its subsidiaries and subsidiary
undertakings
"Lochard Shareholders" the holders of Lochard Shares from
or "Shareholders" time to time
"Lochard Shares" Ordinary shares in the capital of
Lochard, with a nominal value of GBP0.05
each
"London Stock Exchange" London Stock Exchange plc
"Long Stop Date" 31 October 2013
"mmboe" millions of barrels of oil equivalent
"mmbbls" millions of barrels
"Moby" the Moby discovery located in Block
16/8c
"Offer Document" in the event Parkmead elects to implement
the Acquisition by means of a Takeover
Offer, the document containing the
Takeover Offer to be sent to Lochard
Shareholders
"Offer Period" the offer period (as defined in the
City Code) relating to Lochard which
commenced on 3 September 2012
"Opening Position Disclosure" has the same meaning as in Rule 8
of the Code
"Panel" the Panel on Takeovers and Mergers
"Parkmead" The Parkmead Group plc
"Parkmead Consideration new Parkmead Shares to be allotted
Shares" and issued to Lochard Shareholders
pursuant to the terms and conditions
of the Scheme should the Scheme become
effective
"Parkmead Directors" the directors of Parkmead as at the
date of this Announcement
"Parkmead Group" means Parkmead, its subsidiaries and
subsidiary undertakings
"Parkmead Shares" Ordinary shares in the capital of
Parkmead, with a nominal value of
GBP0.001 each
"Registrar of Companies" the Registrar of Companies in England
and Wales
"Restricted Jurisdiction" any such jurisdiction where local
laws or regulations may result in
significant risk of civil, regulatory
or criminal exposure if information
concerning the Acquisition is sent
or made available to Lochard Shareholders
in that jurisdiction (in accordance
with Rule 23.2 of the City Code)
"Scheme Document" the document to be sent to Lochard
Shareholders which will, among other
things, contain the terms and conditions
of the Scheme and notices convening
the Court Meeting and the General
Meeting
"Scheme Record Time" anticipated to be 6.00pm on the Business
Day before the Court Hearing
"Scheme Shareholders" the holders of Scheme Shares
"Scheme Shares" the Lochard Shares:
(a) in issue at the date of the Scheme
Document;
(b) (if any) issued after the date
of the Scheme Document and prior to
the Voting Record Time; or
(c) (if any) issued at or after the
Voting Record Time and at or prior
to the Scheme Record Time either on
terms that the original or any subsequent
holders thereof shall be bound by
the Scheme and/or in respect of which
the original or any subsequent holders
thereof are, or shall have agreed
in writing to be, bound by the Scheme,
in each case, excluding any Excluded
Shares
"Scheme" or "Scheme of the proposed scheme of arrangement
Arrangement" made under Part 26 of the Companies
Act between Lochard and the Scheme
Shareholders (with or subject to any
modification, addition or condition
approved or imposed by the Court and
agreed to by Parkmead and Lochard)
particulars of which will be set out
in the Scheme Document
"Takeover Offer" the implementation of the Acquisition
by means of a takeover offer under
the City Code
"Thunderball" the Thunderball discovery located
in Block 14/26b and extending into
Block 14/27b
"UK authorised person" a person falling within section 31(1)(a)
of FSMA
"United Kingdom" or "UK" the United Kingdom of Great Britain
and Northern Ireland
"UKCS" UK continental shelf
"US" or "United States" the United States of America, its
territories and possessions, any State
of the United States of America and
the District of Columbia
"Voting Record Time" the time and date specified in the
Scheme Document by reference to which
entitlement to vote on the Scheme
will be determined
"Wider Parkmead Group" Parkmead, its subsidiaries, subsidiary
undertakings and associated undertakings
and any other body corporate, partnership,
joint venture or person in which Parkmead
and such undertakings (aggregating
their interests) have a direct or
indirect interest of 20 per cent.
or more of the voting or equity capital
or the equivalent
"Wider Lochard Group" Lochard, its subsidiaries, subsidiary
undertakings and associated undertakings
and any other body corporate, partnership,
joint venture or person in which Lochard
and such undertakings (aggregating
their interests) have a direct or
indirect interest of 20 per cent.
or more of the voting or equity capital
or the equivalent
For the purposes of this Announcement, "subsidiary", "subsidiary
undertaking", "undertaking" and "associated undertaking" have the
respective meanings given thereto by the Companies Act.
All references to "pounds", "pounds Sterling", "Sterling",
"GBP", "pence", "penny" and "p" are to the lawful currency of the
United Kingdom.
All the times referred to in this Announcement are London times
unless otherwise stated.
References to the singular include the plural and vice
versa.
This information is provided by RNS
The company news service from the London Stock Exchange
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