7th Aug 2009 12:04
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
Rift Oil plc ("Rift", or "the Company")
Court Order Sanctioning Scheme
For immediate release 7 August 2009
The Directors of Rift refer shareholders to the joint announcement made by the Company and Talisman Energy Holdings Limited ("Talisman") on 16 June 2009 about the recommended proposal ("Proposal") for the acquisition of Rift by Talisman to be implemented by means of a scheme of arrangement pursuant to Part 26 of the Companies Act 2006 between Rift and its Shareholders (the "Scheme"), and the Scheme circular published on 24 June 2009 containing, inter alia, the terms of the Scheme, an Explanatory Statement (pursuant to Section 897 of the Companies Act 2006), notices of the required meetings, a timetable of principal events, and details of the action to be taken by Rift Shareholders (the "Scheme Document").
On 15 July 2009 Rift shareholders approved the Scheme without modification and, at the subsequent General Meeting, also held on 15 July 2009, Rift Shareholders passed the proposed Special Resolution connected with the Scheme, as set out in the notice of General Meeting dated 24 June 2009.
The High Court of Justice in England and Wales (the Court) yesterday made an order (the "Scheme Court Order") sanctioning the Scheme.
The last day of dealings in, and for registration of transfers of, Rift Shares will be today, 7 August 2009. Rift has applied for the trading of its ordinary shares on AIM to be suspended from trading from 7.00am on 10 August 2009.. No transfers of Rift Shares will be registered after Friday 7 August 2009, and the register of members of the Company will be closed with effect from 6.00 p.m. on 7 August 2009.
The Court hearing to request the grant of an order to confirm the cancellation of the Scheme Shares (the "Reduction Court Order") is expected to be held on 10 August 2009.
It is intended that the Scheme Court Order and, if granted, the Reduction Court Order will be delivered to the Registrar of Companies in England and Wales for registration effective on 10 August 2009. The Scheme will consequently become effective as soon as a copy of the Scheme Court Order and Reduction Court Order have been delivered to the Registrar of Companies and, in the case of the cancellation of the Scheme Shares, has been registered by him.
If the Reduction Court Order is granted on 10 August 2009, Rift shall further apply for the trading of its ordinary shares on AIM to be cancelled with effect from 7.00am on 12 August 2009.
Expected Timetable of Principal Events
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Last day of dealings in, and for registration of transfers of, and disablement in CREST of, Ordinary Shares |
7 August 2009 |
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Scheme Record Time |
6.00 p.m. on 7 August 2009 |
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Suspension of trading and dealings in Ordinary Shares |
7.00 a.m. on 10 August 2009 |
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Reduction Court Hearing to confirm the cancellation of the Scheme Shares |
10 August 2009 |
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Effective Date of Scheme |
10 August 2009 |
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Cancellation of admission of Ordinary Shares to trading on AIM |
7.00 a.m. on 12 August 2009 |
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Despatch of cheques and settlement through CREST |
by 24 August 2009 |
Any capitalised term used but not defined in this announcement is as defined in the Scheme Document.
For further information contact:
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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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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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Copies of this announcement are not being, and must not be, directly or indirectly mailed or otherwise forwarded, distributed or sent in or into any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or otherwise send it in, or into or from any such jurisdiction. Further details in relation to overseas shareholders will be contained in the Scheme Document.
RBC Capital Markets, which is a trading name of Royal Bank of Canada Europe Limited which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Rift and no one else in connection with the Proposal 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 Proposal or any other matters referred to in this announcement.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the UK Takeover 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 pm (GMT) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, 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 UK Takeover Code, all "dealings" in "relevant securities" of Rift by Talisman or Rift, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (GMT) 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 Takeover 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 UK Takeover 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.
A copy of this announcement will be made available on Rift's website: www.riftoil.com
Related Shares:
Rift Helium