Admission of new shares re Realm (9052R)
November 10 2011 - 12:10PM
UK Regulatory
TIDMSLE
RNS Number : 9052R
San Leon Energy PLC
10 November 2011
10 November 2011
San Leon Energy plc
Update on acquisition of Realm Energy and application for
admission of new shares
San Leon Energy plc ("San Leon" or the "Company") is pleased to
make the following announcement regarding, among other things, the
receipt of elections in connection with the previously announced
acquisition of Realm Energy International Corporation ("Realm
Energy") pursuant to a court approved plan of arrangement under the
Business Corporations Act (British Columbia) (the
"Arrangement").
Under the terms of the Arrangement, shareholders of Realm Energy
("Realm Shareholders") were entitled to elect to receive for each
common share of Realm Energy (each, a "Realm Share") held:
(a) C$1.30 in cash;
(b) 3.3 ordinary shares in the capital of San Leon (each, a "San
Leon Share") or 3.3 exchangeable shares (each, an "Exchangeable
Share") in the capital of an indirect wholly-owned Canadian
subsidiary of San Leon ("Exchangeco") together with certain
associated ancillary rights; or
(c) a combination thereof;
subject to a maximum of C$17.7 million in cash (subject to
adjustment) (the "Cash Available") being paid to Realm Shareholders
in the aggregate, in exchange for the aggregate number of Realm
Shares in respect of which such an election is made. As a result of
certain Realm Shareholders exercising rights of dissent under
Canadian law the Cash Available was adjusted to a maximum of
approximately C$13.98 million.
In connection with the Arrangement, Realm Shareholders elected
to receive cash in excess of the Cash Available. Accordingly, as a
result of pro-rationing, Realm Shareholders who elected cash, in
whole or in part, will receive their pro rata share, in accordance
with their election, of C$13,978,751.76. In addition to the cash
consideration paid to Realm Shareholders, pursuant to the
Arrangement San Leon will issue 284,084,336 San Leon Shares and
Exchangeco will issue 41,292,848 Exchangeable Shares to former
Realm Shareholders.
The Arrangement was approved by the Supreme Court of British
Columbia on 3 November 2011 and it is anticipated that the closing
of the Arrangement will occur on 10 November 2011 in Calgary,
Alberta, Canada.
Application has been made by San Leon:
(1) for the admission to trading on the Alternative Investment
Market of the London Stock Exchange ("AIM") of 284,084,336 San Leon
Shares; and
(2) for a blocklisting of 41,292,848 San Leon Shares to satisfy
future requests by holders of Exchangeable Shares to exchange such
shares for new San Leon Shares.
The new San Leon Shares will, upon issue, rank pari passu in all
respects with the existing San Leon Shares and dealings on AIM are
expected to commence on 11 November 2011 ("Admission"). Following
Admission, the Company's enlarged issued share capital will
comprise 1,106,161,201 San Leon Shares, with voting rights. The
Company does not hold any San Leon Shares in treasury. Therefore
the total number of San Leon Shares with voting rights will be
1,106,161,201, which figure may be used by holders of San Leon
Shares as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a
change in their interest in, the share capital of the Company under
the FSA's Disclosure and Transparency Rules.
Subject to certain call rights held by a wholly-owned subsidiary
of San Leon the exercise of which would result in the holder of
such Exchangeable Shares receiving cash, each Exchangeable Share
will initially be exchangeable by a holder thereof at any time for
one San Leon Share upon tender by such holder to Exchangeco of a
retraction request, the certificate(s) representing the
Exchangeable Shares and such other documents and instruments as may
be required to effect a transfer of Exchangeable Shares. A maximum
of up to 41,292,848 new San Leon Shares may be issued to holders of
Exchangeable Shares.
For further information contact:
San Leon Energy plc +353 1291 6292
Oisin Fanning, Executive Chairman
Arbuthnot Securities Limited +44 (0) 20 7012 2000
Antonio Bossi
Richard Johnson
Macquarie Capital (Europe) Limited +44 (0) 3037 2000
Paul Connolly
John Dwyer
College Hill Associates +44 (0) 20 7457 2020
Nick Elwes
Forward-Looking Statements: This press release contains
forward-looking statements and forward-looking information within
the meaning of applicable securities laws. The use of any of the
words "expect", "anticipate", "may", "will", "should", "believe",
and similar expressions are intended to identify forward-looking
information or statements. This press release contains
forward-looking statements and information concerning the
anticipated completion of the proposed Arrangement and the
anticipated timing for completion of the Arrangement. San Leon has
provided these anticipated times in reliance on certain assumptions
that they believe are reasonable at this time, including
assumptions as to the time necessary to satisfy the conditions to
the closing of the Arrangement. These dates may change for a number
of reasons, including unforeseen delays, inability to secure
necessary regulatory or court approvals in the time assumed or the
need for additional time to satisfy the conditions to the
completion of the Arrangement. There can be no assurance that the
Arrangement will be completed as proposed or at all. Accordingly,
readers should not place undue reliance on the forward-looking
statements and information contained in this press release
concerning these times. Readers are cautioned that the foregoing
list of factors is not exhaustive. The forward-looking statements
and information contained in this press release are made as of the
date hereof and San Leon does not undertake any obligation to
update publicly or revise any forward-looking statements or
information, whether as a result of new information, future events
or otherwise, unless so required by applicable securities laws.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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