24th Jun 2009 16:12
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
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For immediate release |
24 June 2009 |
Further re: Recommended acquisition of
Rift Oil PLC ("Rift")
by
Talisman Energy Holdings Ltd. ("Talisman Holdings")
a wholly owned subsidiary of
Talisman Energy Inc. ("Talisman")
On 16 June 2009 the Boards of Rift and Talisman announced that they had reached an agreement on the terms of the recommended proposals for Talisman Holdings to acquire the entire issued and to be issued share capital of Rift for 13 pence per Rift Share. The Acquisition will be implemented by way of a scheme of arrangement under Part 26 of the Act.
Further to that announcement, Rift announces that the documentation relating to the Acquisition, including, inter alia, the Scheme Document, will be posted to Rift Shareholders and Rift Warrantholders today.
As set out in the Scheme Document, two shareholder meetings, namely the Shareholder Court Meeting and the Rift GM, will be held to allow Rift Shareholders to vote on the proposed resolutions required to implement the Scheme. A separate meeting of Rift Warrantholders will also be held to vote on the Warrant Scheme (the Warrantholder Court Meeting).
The Shareholder Court Meeting the Rift GM and the Warrantholder Court Meeting will be held at 5-8 The Sanctuary, London SW1P 3JS on 17 July 2009 from 10:00a.m.
Rift Shareholders and Rift Warrantholders are asked to complete and return the blue, yellow and pink forms of proxy as relevant, enclosed with the Scheme Document, in accordance with the instructions printed thereon as soon as possible, but in any event so as to be received by Rift's registrars, Capita Registrars, Proxy Department, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, not later than 48 hours before the relevant meeting. If the blue form of proxy for the Shareholder Court Meeting is not lodged by the relevant time, it may be handed to the Chairman of the Shareholder Court Meeting at the Shareholder Court Meeting. If the pink form of proxy for the Warrantholder Court Meeting is not lodged by the relevant time, it may be handed to the Chairman of the Warrantholder Court Meeting at the Warrantholder Court Meeting. However, in the case of the Rift GM, if the yellow form of proxy is not lodged by the relevant time, it will be invalid.
In order that the Court can be satisfied that the votes cast constitute a fair representation of the views of Rift Shareholders and Rift Warrantholders, it is important that as many votes as possible are cast at both the Shareholder Court Meeting and the Warrantholder Court Meeting.
Copies of the Scheme Document will shortly be available for inspection on the Rift website (www.riftoil.com) and at the registered office of Rift being the offices of Fasken Martineau LLP, 17 Hanover Square, London W1S 1HU during normal business hours on Monday to Friday of each week (public holidays excepted).
The Acquisition remains subject to the terms and conditions set out in the Scheme Document.
The Scheme will not become effective and the Acquisition will not be completed unless the conditions set out in the Scheme Document have been satisfied (or, if capable of waiver, waived) by 5.00 p.m. (London time) on 30 October 2009, or such later date as Talisman Holdings and Rift may agree and (if required) the Court may approve.
Terms defined in the Scheme Document have the same meaning in this announcement.
Talisman Holdings and Rift have been advised by certain shareholders who gave irrevocable undertakings in respect of the Rift Shares held by them ("Rift Shares") to vote in favour of the Scheme Resolutions, that the number of Rift Shares in respect of which they have given the undertaking was incorrect.
Marybourne Limited has advised that the correct number of Rift Shares it holds is 18,166,668.
Indusprojet has advised that the correct number of Rift Shares it holds is 37,938,268.
Each of Marybourne Limited and Indusprojet has signed irrevocable undertakings in respect of the amended number of Rift Shares.
In total therefore Talisman Holdings has received irrevocable undertakings to vote in favour of the Scheme Resolutions in respect of a total of 264,037,351 Rift Shares representing, in aggregate, approximately 31.79 per cent. of the existing issued share capital of Rift, comprised as follows:
a) from each of the Rift Directors and certain of their connected persons in respect of, in aggregate, 136,779,246 Rift Shares, representing approximately 16.5 per cent. of the existing issued share capital of Rift. These undertakings will continue to be binding even if a competing offer is made for Rift which exceeds the value of the Acquisition and even if such higher offer is recommended for acceptance by the Board of Rift; and
b) from certain other Rift Shareholders in respect of, in aggregate, 127,258,105 Rift Shares, representing approximately 15.32 per cent. of the existing issued share capital of Rift. These undertakings will continue to be binding even if a competing offer is made for Rift unless such competing offer represents an improvement of not less than 10 per cent. on the value of the Acquisition.
Further details in relation to these irrevocable undertakings (including in relation to the circumstances in which they cease to be binding) are contained in the Scheme Document.
Enquiries:
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Talisman Energy Inc.
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David Mann
Christopher J. LeGallais
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+1 403 237 1196
+1 403 237 1957
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Tristone Capital Limited
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(Financial Adviser to Talisman and Talisman Holdings)
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Nick Morgan
Chris Beltgens
Ben Colegrave
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+44 (0) 20 7355 5800
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Rift Oil PLC
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Ian Gowrie-Smith
David Lees
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+44 (0) 20 7340 9970
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RBC Capital Markets Limited
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(Financial Adviser and Nominated Adviser to Rift)
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Sarah Wharry
Louise Mooney
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+44 (0) 20 7653 4667
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Seymour Pierce
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(Rule 3 Adviser to Rift)
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Jonathan Wright
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+44 (0) 20 7107 8000
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Buchanan Communications
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(Public Relations Adviser to Rift)
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Tim Anderson
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+44 (0) 20 7466 5000
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Isabel Podda
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Tristone Capital Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser to Talisman and Talisman Holdings and no one else in connection with the Acquisition and will not be responsible to anyone other than Talisman and Talisman Holdings for providing the protections afforded to clients of Tristone Capital or for providing advice in relation to the Acquisition or any other matters referred to in this document.
Royal Bank of Canada Europe Limited, which trades as RBC Capital Markets and which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as financial adviser to Rift and no one else in connection with the Acquisition and will not be responsible to anyone other than Rift for providing the protections afforded to clients of RBC Capital Markets or for providing advice in relation to the Acquisition or any other matters referred to in this document.
Seymour Pierce Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as financial adviser to Rift and no one else in connection with the Acquisition and will not be responsible to anyone other than Rift for providing the protections afforded to clients of Seymour Pierce or for providing advice in relation to the Acquisition or any other matters referred to in this document.
This announcement is not intended to and does not constitute or form any part of an offer to sell or an invitation to purchase or the solicitation of an offer to subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. Rift Shareholders are advised to read carefully the formal documentation in relation to the Acquisition.
The release, distribution or publication of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about and observe any applicable requirements. Copies of this announcement and any 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 such documents in or into or from a Restricted Jurisdiction. If the Acquisition is implemented by way of the Offer, (unless otherwise determined by Talisman Holdings and permitted by applicable law and regulation) it will not be made, directly or indirectly, in or into, or by the use of the mails, or by any means of instrumentality (including without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of any Restricted Jurisdiction, and the Offer will not be capable of acceptance from or within any Restricted Jurisdiction.
Forward looking statements
This announcement includes "forward-looking statements" relating to the Acquisition and the operations of Talisman and Rift that are, by their nature, subject to risks and uncertainties. These risks and uncertainties include possible competing bids or changes in the terms of the Acquisition; the risks of the oil and gas industry, such as operational risks in exploring for, developing and producing crude oil and natural gas and market demand; the uncertainty of reserves estimates; the uncertainty of estimates and projections relating to production, costs and expenses; potential delays or changes in plans with respect to exploration or development projects or capital expenditures; fluctuations in oil and gas prices, foreign currency exchange rates and interest rates; health, safety and environmental risks; uncertainties as to the availability and cost of financing; risks in conducting foreign operations (for example, political and fiscal instability or the possibility of civil unrest or military action); general economic conditions; the effect of acts of, or actions against, international terrorism; and the possibility that government policies or laws may change or governmental approvals may be delayed or withheld. Where not otherwise indicated, references to production volumes in this announcement are stated on a gross basis, which means they are stated prior to the deduction of royalties and similar payments. In this announcement, the calculation of barrels of oil equivalent (boe) is at a conversion rate of six thousand cubic feet (mcf) of natural gas for one barrel of oil (bbl). Boes may be misleading, particularly if used in isolation. A boe conversion ratio of 6 mcf:1 bbl is based on an energy equivalence conversion method primarily applicable at the burner tip and does not represent a value equivalence at the wellhead. For additional information identifying further factors, see Talisman's reports on file with Canadian securities regulatory authorities and the United States Securities and Exchange Commission. Talisman, Talisman Holdings and Rift assume no obligation and do not intend to update these forward-looking statements, except as required pursuant to applicable law.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, 'interested' (directly or indirectly) in 1 per cent. or more of any class of 'relevant securities' of Rift, all 'dealings' in any 'relevant securities' of that company (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the Scheme becomes effective, lapses or is otherwise withdrawn or on which the 'Offer Period' otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of Rift, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant securities' of Rift by Talisman Holdings or Rift, or by any of their respective 'associates', must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8, you should consult the Panel.
Related Shares:
Rift Helium