Completion of acquisition (9960R)
November 11 2011 - 12:47PM
UK Regulatory
TIDMSLE
RNS Number : 9960R
San Leon Energy PLC
11 November 2011
Not for distribution or release in or into the United States,
Australia, Russia, South Africa or Japan
11 November 2011
San Leon Energy plc
San Leon Energy plc Announces the Completion of the Acquisition
of Realm Energy International Corporation
London, United Kingdom November 11, 2011 - San Leon Energy plc
("San Leon") (AIM:SLE) is pleased to announce that the previously
announced acquisition of all of the issued and outstanding common
shares of Realm Energy International Corporation ("Realm Energy")
(TSX-V:RLM) by San Leon pursuant to a plan of arrangement (the
"Arrangement") has been completed.
Under the terms of the Arrangement, shareholders of Realm Energy
received for each Realm Energy share held, at their election and
subject to pro-ration:
(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 Canadian subsidiary of San
Leon ("Exchangeco") together with the associated ancillary rights;
or
(c) a combination thereof;
subject to a maximum of C$17.7 million in cash (subject to
adjustment) being paid to Realm Energy shareholders in the
aggregate, in exchange for the aggregate number of Realm Energy
shares in respect of which such an election is made. As a result of
certain Realm Energy shareholders exercising rights of dissent
under Canadian law, the cash available was adjusted to a maximum of
approximately C$14.0 million.
Realm Energy shareholders elected to receive cash greater than
the maximum amount of cash available to Realm Energy shareholders
pursuant to the Arrangement. Accordingly, as a result of
pro-rationing and the exercise of rights of dissent by certain
Realm Energy shareholders, Realm Energy shareholders who elected
cash will receive approximately 12.68% of the amount of cash they
elected to receive. In addition to the cash consideration paid to
Realm Energy shareholders, San Leon issued 284,084,336 San Leon
Shares and Exchangeco issued 41,292,848 Exchangeable Shares to
Realm Energy shareholders under the Arrangement. Realm Energy's
shares were delisted from the TSX Venture Exchange effective at the
close of business on November 10, 2011.
Further information for Realm Energy shareholders in relation
to, inter alia, share certificates, transfers by Realm Energy
shareholders of San Leon Shares and related tax matters will be
made available on San Leon's website at www.sanleonenergy.com.
For further information contact
San Leon Energy plc tel: +353 1291 6292
Oisin Fanning
Executive Chairman
Arbuthnot Securities (Nominated Adviser) tel: +44 (0) 20 7012 2000
Antonio Bossi
Richard Johnson
Macquarie Capital (Europe) Limited tel: +44 (0) 20 3037 2000
Paul Connolly
John Dwyer
College Hill Associates tel: +44 (0) 20 7457 2020
Nick Elwes
About San Leon
San Leon is an independent oil and gas exploration and
production company listed on AIM (ticker symbol: SLE). San Leon
holds exploration assets in Poland, Morocco, Albania, Ireland,
Italy, Spain and Germany and is in the process of acquiring
additional petroleum and natural gas rights in other European
basins. San Leon's focus is on both shale and conventional
exploration across its portfolio.
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
eligibility for deposit into CDS, the anticipated timing for
issuance of physical certificates representing San Leon Shares and
Exchangeable Shares and the potential delays involved in trading
San Leon Shares outside the CREST system.. San Leon has provided
these statements in reliance on certain assumptions that they
believe are reasonable at this time, but there can be no assurance
that such statements will be correct.. Accordingly, readers should
not place undue reliance on the forward-looking statements and
information contained in this press release concerning these
statements. 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 undertakes no 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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