REG - MediterraneanOil&GasRockhopper Exp plc - Result of Court Meeting & General Meeting <Origin Href="QuoteRef">MOG.L</Origin> <Origin Href="QuoteRef">RKH.L</Origin>
06/09/2014 16:44
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RNS Number : 5288M
Mediterranean Oil & Gas Plc
16 July 2014
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
OR FROM ANY RESTRICTED JURISDICTION OR WHERE IT WOULD CONSTITUTE A VIOLATION
OF THE RELEVANT LAWS OF ANY SUCH JURISDICTION
16 July 2014
RECOMMENDED CASH, SHARE AND CONTINGENT CONSIDERATION OFFER
by
ROCKHOPPER EXPLORATION PLC
for
MEDITERRANEAN OIL & GAS PLC
(to be effected by means of a scheme of arrangement under
Part 26 of the Companies Act 2006)
RESULT OF COURT MEETING AND GENERAL MEETING
On 23 May 2014, the boards of Rockhopper Exploration plc ("Rockhopper") and of
Mediterranean Oil & Gas plc ("MOG") announced that they had reached agreement
on the terms of a recommended acquisition under which Rockhopper will acquire
the entire issued and to be issued ordinary share capital of MOG (the
"Acquisition"). The Acquisition is to be effected by means of a Court
sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme"). A Scheme Document containing, amongst other things, notices
convening the Court Meeting, the General Meeting, the full terms and
conditions of the Scheme, a letter from the Chairman of MOG, an Explanatory
Statement from RBC Europe Limited ("RBC"), an expected timetable of principal
events and details of the actions to be taken by Shareholders was posted to
Shareholders on 20 June 2014.
The Directors of MOG are pleased to announce that all the resolutions proposed
at the Court Meeting and the General Meeting held earlier today were duly
passed by the requisite majorities. Capitalised terms in this announcement
have the same meanings as in the Scheme Document
Court Meeting
The first meeting, convened in accordance with the order of the Court ("Court
Meeting"), sought approval from the Shareholders for the Scheme through which
the Acquisition is to be effected.
At the Court Meeting, a majority in number of Shareholders who voted (either
in person or by proxy), representing 37.01 per cent. by value of MOG Shares,
voted in favour of the resolution to approve the Scheme which was decided on a
poll. The result of the poll was as follows:
Number of MOG Shares voted As % of MOG Shares voted As % of totalMOG Shares
For 159,625,035 99.93 37.01
Against 119,757 0.07 0.03
Total 159,744,792
Of a total of 57 Shareholders who voted at the Court Meeting (in person or by
proxy), 51 (approximately 89 per cent. in number) voted for and 6
(approximately 11 per cent. in number) voted against the resolution to approve
the Scheme.
General Meeting
The special resolution to authorise the Directors of MOG to take actions
necessary to effect the Scheme, to reduce the capital of MOG, to authorise the
issue and allotment of new shares by capitalising the reserve arising from the
reduction and to approve the amendment to MOG's articles of association was
decided on a poll and the resolution was duly passed. The result of the poll
was as follows:
Number of MOG Shares voted As % of MOG Shares voted
For 173,359,052 99.93
Against 121,557 0.07
Total 173,480,609
A vote withheld is not a vote in law and does not count in the total of votes
cast. Of a total of 58 Shareholders who voted at the General Meeting (in
person or by proxy), 51 (approximately 88 per cent. in number) voted for, 7
(approximately 12 per cent. in number) voted against the special resolution
and none withheld their vote.
Timetable and Next Steps
Completion of the Acquisition remains subject to the satisfaction or (if
capable of waiver) waiver of the remaining Conditions, including the sanction
of the Scheme by the Court. A full list of the Conditions to the
implementation of the Acquisition is included in the Scheme Document.
The expected timetable of principal events for the implementation of the
Scheme is set out on below. MOG will give notice of any change(s) by issuing
an announcement through a Regulatory Information Service.
Event Time and/or Date(1)
Court Hearing to sanction the Scheme 6 August 2014
Last day of dealings in, and registration of transfers of, MOG Shares 7 August 2014
Reduction Record Time 6.00 p.m. 7 August 2014
Suspension of trading in MOG Shares 7.30 a.m. 8 August 2014
Court Hearing to approve the Reduction of Capital 8 August 2014
Effective Date 11 August 2014
Cancellation of the MOG Shares to trading on AIM 7:00 a.m. 12 August 2014
Rockhopper Consideration Shares issued 12 August 2014
Admission of Rockhopper Consideration Shares to trading on AIM 8.00 a.m. 12 August 2014
Latest date for dispatch of Initial Consideration 25 August 2014(2)
Long Stop Date, being the latest date by which the Scheme can become effective 23 November 2014(3)
Estimated latest date for dispatch of Contingent Consideration, if payable 25 November 2015(4)
______________________________
Notes:
1. All times shown are London times unless otherwise stated.
2. The latest date for dispatch of cheques or settlement through CREST
in respect of the Initial Consideration and dispatch of certificates in
respect of the Rockhopper Consideration Shares will be 14 days after the
Effective Date (in the case of holders of Scheme Shares) and 14 days after the
issue of Additional MOG Shares (in the case of Additional MOG Shares).
3. Or such later date as the Company and Rockhopper may agree and, if
applicable, the Court may approve.
4. The latest date for dispatch of cheques or settlement through CREST
in respect of the Contingent Consideration, if payable, is 14 days (or such
other day as the Panel may allow) after the Contingent Consideration
Determination Date.
Suspension and Cancellation of trading in of MOG Shares
Prior to the Scheme becoming effective, MOG will make an application to the
London Stock Exchange for the cancellation of MOG Shares from trading on the
AIM market of the London Stock Exchange ("AIM"). Accordingly, it is expected
that trading in the MOG Shares on AIM will be suspended at 7.30 a.m. (London
time) on 8 August 2014 and that, if the Scheme is sanctioned by the Court and
the other conditions to the Scheme and the Acquisition (other than delivery of
the Court Order to the Registrar of Companies in England and Wales) are
satisfied or waived, the admission of the MOG Shares to trading on AIM will be
cancelled at 7.00 a.m. (London time) on 12 August 2014. The last day for
dealings in, and for registration of transfers in MOG Shares will therefore be
7 August 2014.
Enquiries
Mediterranean Oil & Gas plc 020 7959 2322
Bill Higgs, Chief Executive
Chris Kelsall, Finance Director
RBC Europe Limited, Rule 3 adviser and joint broker to MOG 020 7653 4000
Jeremy Low
Matthew Coakes
Liberum Capital Limited, NOMAD, financial adviser and joint broker to MOG 020 3100 2000
Clayton Bush
Tim Graham
FTI Consulting, PR adviser to MOG 020 3727 1000
Ben Brewerton
Alex Beagley
Rockhopper Exploration plc via Vigo Communications - 020 7016 9571
Sam Moody, Chief Executive
Stewart MacDonald, Chief Financial Officer
Canaccord Genuity Limited, NOMAD, broker and financial adviser to Rockhopper 020 7523 8000
Henry Fitzgerald-O'Connor
Neil Elliot
Vigo Communications, PR adviser to Rockhopper 020 7016 9571
Peter Reilly
Further information
This announcement is for information only and is not intended to and does not
constitute, or form part of any offer to sell or invitation to purchase or
subscribe for any securities, or any solicitation of any vote or approval in
any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be
any sale, issuance or transfer of securities of Rockhopper or MOG in any
jurisdiction in contravention of applicable law. This announcement does not
constitute a prospectus or a prospectus equivalent document. The Acquisition
will be made on the terms and subject to the conditions and further terms set
out in the Scheme Document and Forms of Proxy. Any vote by MOG Shareholders
in respect of the Acquisition should be made only on the basis of the
information contained in the Scheme Document, which includes details of how to
vote in favour of the Scheme. MOG Shareholders are advised to read the formal
documentation in relation to the Acquisition, as it will contain important
information relating to the Acquisition.
Please be aware that addresses, electronic addresses and certain other
information provided by MOG Shareholders, persons with information rights and
other relevant persons in connection with the receipt of communications from
MOG may be provided to Rockhopper during the Offer Period (as required under
Section 4 of Appendix 4 to the Takeover Code).
Canaccord Genuity Limited, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively for
Rockhopper and no one else in connection with the Acquisition and this
announcement and will not be responsible to anyone other than Rockhopper for
providing the protections afforded to clients of Canaccord Genuity Limited nor
for providing advice in connection with the Acquisition or this announcement
or any matter referred to herein.
RBC Europe Limited is authorised by the Prudential Regulation Authority and
regulated by the Financial Conduct Authority and the Prudential Regulation
Authority and is acting as financial adviser to MOG and no one else in
connection with the contents of this announcement and will not be responsible
to anyone other than MOG for providing the protections afforded to clients, or
for providing advice in relation to any matters referred to herein.
Liberum Capital Limited, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively for MOG and
no one else in connection with the Acquisition and this announcement and will
not be responsible to anyone other than MOG for providing the protections
afforded to clients of Liberum Capital Limited nor for providing advice in
connection with the Acquisition or this announcement or any matter referred to
herein.
Overseas shareholders
The release, publication or distribution of this announcement in or into,
jurisdictions other than the United Kingdom and the availability of the
Rockhopper Consideration Shares may be restricted by law and therefore persons
into whose possession this announcement comes who are not resident in the
United Kingdom should inform themselves about, and observe, any applicable
legal or regulatory restrictions in those jurisdictions. MOG Shareholders who
are in any doubt regarding such matters should consult an appropriate
independent adviser in the relevant jurisdiction without delay. Any failure
to comply with such restrictions may constitute a violation of the securities
laws of any such jurisdiction. To the fullest extent permitted by applicable
law, the companies involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person. This document
does not constitute an offer to sell, or the solicitation of any offer to buy,
any Rockhopper Consideration Shares in any jurisdiction in which such an offer
or solicitation would be unlawful.
This announcement has been prepared for the purposes of complying with English
law, the AIM Rules, the rules of the London Stock Exchange and the Takeover
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 any jurisdiction outside the United Kingdom.
The Rockhopper Consideration Shares to be issued pursuant to the Scheme have
not been and will not be registered under the US Securities Act of 1933 (as
amended) (the "Securities Act") or under the relevant securities laws of any
state or territory or other jurisdiction of the United States, but are
expected to be offered in the United States in reliance upon the exemption
from the registration requirements of the Securities Act provided by Section
3(a)(10) thereof. The Scheme will be subject to the disclosure requirements
and practices applicable in the UK to schemes of arrangement, which differ
from the disclosure requirements of the US proxy solicitation rules and tender
offer rules. However, if Rockhopper were to elect to implement the
Acquisition by means of a Takeover Offer, such offer will be made in
compliance with the US tender offer rules, to the extent applicable, or an
exemption therefrom.
None of the securities referred to in this document have been approved or
disapproved by the US Securities and Exchange Commission, any state securities
commission in the United States or any other US regulatory authority, nor have
such authorities passed upon or determined the adequacy or accuracy of this
document. Any representation to the contrary is a criminal offence in the
United States.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per
cent or more of any class of relevant securities of an offeree company or of
any securities exchange 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 securities exchange 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 securities exchange 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 tenth business day
following the commencement of the Offer Period and, if appropriate, by no
later than 3.30 pm (London time) on the tenth business day following the
announcement in which any securities exchange offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree company or
of a securities exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1 per cent or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the offeree
company or of any securities exchange 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 securities exchange 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 securities exchange 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.
- ENDS -
This information is provided by RNS
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