REG - Rockhopper Exp plc Falkland Oil and Gas - Recommended all-share merger <Origin Href="QuoteRef">FOGL.L</Origin> <Origin Href="QuoteRef">RKH.L</Origin> - Part 3

Rockhopper ExplorationAnnouncement

24/11/2015 07:02

- Part 3: For the preceding part double click  ID:nRSX7026Gb 

Oil"                                   petroleum that exists in the liquid phase in natural underground reservoirs and remains liquid at Standard Conditions, which may include small amounts of non-hydrocarbons produced with the liquids but does not include liquids obtained from the processing  
                                               of natural gas                                                                                                                                                                                                                                                  
 "Disclosed"                                   (i) publicly announced via a Regulatory Information Service by or on behalf of FOGL prior to the date of this announcement; (ii) disclosed in the Annual Report and Accounts of FOGL for the financial year ended 31 December 2014; (iii) disclosed in the      
                                               Interim Report of FOGL for the six months ended 30 June 2015; or (iv) as fairly disclosed in writing by or on behalf of FOGL to Rockhopper, or its advisers engaged in connection with the Merger, prior to the date of this announcement                       
 "Edison"                                      Edison S.p.A.                                                                                                                                                                                                                                                   
 "Effective"                                   the Scheme having become effective pursuant to its terms                                                                                                                                                                                                        
 "Effective Date"                              the date on which the Scheme becomes Effective or, if applicable, the Merger Offer has been declared unconditional in all respects                                                                                                                              
 "Excluded Shares"                             any FOGL Shares registered in the name of or beneficially owned by any member of the Rockhopper Group                                                                                                                                                           
 "FOGL"                                        Falkland Oil and Gas Limited                                                                                                                                                                                                                                    
 "FOGL Depository Interests"                   the depository interests representing FOGL Shares issued to Capita IRG Trustees Limited which holds legal title to the underlying FOGL Shares                                                                                                                   
 "FOGL Directors" or "FOGL Board"              the directors of FOGL at the date of this announcement                                                                                                                                                                                                          
 "FOGL General Meeting"                        the extraordinary general meeting (including any adjournment thereof) of FOGL Shareholders to be convened in connection with the Scheme                                                                                                                         
 "FOGL Group"                                  FOGL and its subsidiary undertakings                                                                                                                                                                                                                            
 "FOGL Shareholders"                           the holders of FOGL Shares                                                                                                                                                                                                                                      
 "FOGL Share Plans"                            the Falkland Oil & Gas Long Term Incentive Plan and the Falkland Oil & Gas Share Option Plan                                                                                                                                                                    
 "FOGL Shares"                                 the shares of 0.002 pence each in the share capital of FOGL                                                                                                                                                                                                     
 "FCA"                                         the United Kingdom Financial Conduct Authority and shall include any body or authority which succeeds to any of the duties, powers and discretions vested in the Financial Conduct Authority                                                                    
 "FEED"                                        front end engineering design                                                                                                                                                                                                                                    
 "FPSO"                                        floating production storage and offloading vessel                                                                                                                                                                                                               
 "Forms of Direction"                          the forms of direction for use by the holders of FOGL Depository Interests in connection with the Court Meeting and the FOGL General Meeting                                                                                                                    
 "Forms of Proxy"                              the forms of proxy for the Court Meeting and the FOGL General Meeting                                                                                                                                                                                           
 "London Stock Exchange"                       London Stock Exchange plc                                                                                                                                                                                                                                       
 "Long Stop Date"                              31 March 2016 (or such later date as may be agreed by Rockhopper and FOGL and, if appropriate, approved by the Court)                                                                                                                                           
 "Main Market"                                 the Main Market of the London Stock Exchange                                                                                                                                                                                                                    
 "Merger"                                      the recommended all-share merger to be effected by means of the Scheme (or, if Rockhopper validly elects in accordance with the condition in paragraph (d) of Part B of Appendix 1, by means of a Merger Offer), subject to the Conditions                      
 "Merger Offer"                                the offer which may be made by or on behalf of Rockhopper to acquire the entire issued and to be issued share capital of FOGL, the full terms of which, if made, will be contained in an offer document, and where the context permits or requires, any         
                                               subsequent revision, variation or extension of such offer                                                                                                                                                                                                       
 "Merger Period"                               the period of time commencing on the date of the announcement and ending on the earlier of the Effective Date and the date on which the Scheme or the Merger Offer (as applicable) is withdrawn or lapses in accordance with its terms                          
 "mmbbl"                                       million barrels                                                                                                                                                                                                                                                 
 "Noble"                                       Noble Energy Inc.                                                                                                                                                                                                                                               
 "Noble and Edison Debt"                       has the meaning given in paragraph 6.1 of this announcement                                                                                                                                                                                                     
 "PRA"                                         the Prudential Regulation Authority                                                                                                                                                                                                                             
 "Premier"                                     Premier Oil plc                                                                                                                                                                                                                                                 
 "prospective resources"                       those quantities of petroleum which are estimated, as of a given date, to be potentially recoverable from oil and gas deposits identified on the basis of indirect evidence but which have not yet been drilled                                                 
 "RBC" or "RBC Capital Markets"                RBC Europe Limited (trading as RBC Capital Markets), the financial adviser to FOGL                                                                                                                                                                              
 "Registrar of Companies"                      the Registrar of Companies of the Falkland Islands                                                                                                                                                                                                              
 "Regulatory Information Service"              any information service authorised from time to time by the FCA for the purpose of disseminating regulatory announcements                                                                                                                                       
 "Rockhopper"                                  Rockhopper Exploration plc                                                                                                                                                                                                                                      
 "Rockhopper Circular"                         the document to be sent to Rockhopper Shareholders which will, among other things, contain the notice convening the Rockhopper General Meeting                                                                                                                  
 "Rockhopper Consideration Shares"             the Rockhopper Shares to be issued pursuant to the Merger and any and all of them as the context requires                                                                                                                                                       
 "Rockhopper Directors" or "Rockhopper Board"  the directors of Rockhopper at the date of this announcement                                                                                                                                                                                                    
 "Rockhopper General Meeting"                  the general meeting (or any adjournment thereof) of the Rockhopper Shareholders to be convened in connection with the Rockhopper Resolution, notice of which will be set out in the Rockhopper Circular                                                         
 "Rockhopper Group"                            Rockhopper and its subsidiary undertakings                                                                                                                                                                                                                      
 "Rockhopper Resolution"                       the ordinary resolution to be proposed at the Rockhopper General Meeting for the purpose of authorising the Rockhopper Directors to issue and allot the Rockhopper Consideration Shares                                                                         
 "Rockhopper Shareholders"                     the holders of Rockhopper Shares                                                                                                                                                                                                                                
 "Rockhopper Shares"                           the shares of 1 pence each in the share capital of Rockhopper                                                                                                                                                                                                   
 "Sea Lion"                                    the Sea Lion field and satellite fields discovered in the North Falkland Basin                                                                                                                                                                                  
 "Scheme"                                      the scheme of arrangement proposed to be made under section 206 of the Companies Act 1948 between FOGL and the Scheme Shareholders in connection with the Merger, the full terms of which will be set out in the Scheme Document, with, or subject to, any      
                                               amendment, modification or condition which FOGL and Rockhopper agree, and if required, the Court may approve or impose                                                                                                                                          
 "Scheme Document"                             the formal document to be sent to FOGL Shareholders containing, amongst other things, the Scheme, the terms and conditions of the Merger and the notices convening the Court Meeting and the FOGL General Meeting                                               
 "Scheme Shareholders"                         holders of Scheme Shares                                                                                                                                                                                                                                        
 "Scheme Record Time"                          6.00 p.m. on the Business Day immediately preceding the date of the Effective Date                                                                                                                                                                              
 "Scheme Shares"                               FOGL Shares:(a)     in issue as at the date of the Scheme Document;(b)     (if any) issued after the date of the Scheme Document and on or prior to the Scheme Voting Record Time in respect of the Court Meeting; or(c)      (if any) issued after the Scheme  
                                               Voting Record Time in respect of the Court Meeting but on 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,          but excluding (A) in the case of references to the "Scheme Shares" or "Scheme Shareholders" in relation to the Court Meeting any Excluded Shares in issue at the Scheme Voting 
                                               Record Time and (B) in the case of all other references to "Scheme Shares" and "Scheme Shareholders" any Excluded Shares in issue at the Scheme Record Time                                                                                                     
 "Scheme Voting Record Time"                   6.00 p.m. on the day which is two days before the date of the Court Meeting and the FOGL General Meeting, or if the Court Meeting or, if the FOGL General Meeting is adjourned, 6.00 p.m. on the day which is two days before the date of such adjourned meeting 
 "Securities Act"                              the United States Securities Act of 1933 (as amended)                                                                                                                                                                                                           
 "Significant Interest"                        a direct or indirect interest of 20 per cent or more of the equity share capital in a company or undertaking or equivalent                                                                                                                                      
 "Standard Conditions"                         60˚F and 14.7 pounds per square inch (1 atmosphere)                                                                                                                                                                                                             
 "Takeover Code" or "Code"                     the City Code on Takeovers and Mergers                                                                                                                                                                                                                          
 "Takeover Panel"                              the Panel on Takeovers and Mergers                                                                                                                                                                                                                              
 "United Kingdom" or "UK"                      the United Kingdom of Great Britain and Northern Ireland                                                                                                                                                                                                        
 "United States" or "US"                       the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia                                                                                                                           
 "Working Interest" or "working interest"      with respect to a person refers to the total production of oil or gas multiplied by the percentage interest held by that person in the license, production sharing agreement, concession, or the like without regard for any amounts attributable to the host   
                                               -government or other entity related to a royalty or division of production                                                                                                                                                                                      
 "Wider Rockhopper Group"                      Rockhopper and the subsidiaries and subsidiary undertakings of Rockhopper and associated undertakings (including any corporate joint venture, partnership, firm or company) and any other undertakings in which Rockhopper and such undertakings (aggregating   
                                               their interests) have a Significant Interest                                                                                                                                                                                                                    
 "Wider FOGL Group"                            FOGL and the subsidiaries and subsidiary undertakings of FOGL and associated undertakings (including any corporate joint venture, partnership, firm or company) and any other undertakings in which FOGL and such undertakings (aggregating their interests)    
                                               have a Significant Interest.                                                                                                                                                                                                                                    
 
 
For the purposes of this announcement, "subsidiary", "subsidiary undertaking",
"undertaking" and "associated undertaking" have the respective meanings given
thereto by the Companies Act 1948. 
 
All references to "pounds", "pounds sterling", "Sterling", "£", "pence",
"penny" and "p" are to the lawful currency of the United Kingdom and the
Falkland Islands. 
 
All references to "US$" and "US Dollars" are to the lawful currency of the
United States. 
 
Unless otherwise stated, all times referred to in this announcement are
references to the time in London. 
 
Any reference to any provision of any legislation shall include any amendment,
modification, re-enactment or extension thereof. 
 
Where the context requires, reference to the singular shall include the plural
and vice versa. 
 
- ENDS - 
 
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