7th Sep 2009 07:00
FOR IMMEDIATE RELEASE
7 September 2009
Not for release, publication or distribution (in whole or in part) in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction
Recommended all cash acquisition of
Emerald Energy Plc by
Sinochem Resources UK Limited
an indirect wholly-owned subsidiary of Sinochem Corporation
to be effected by way of a Scheme of Arrangement
under section 152 of the Isle of Man Companies Act 1931
Posting of Scheme Circular
The Directors of Emerald Energy Plc ("Emerald") and Sinochem Resources UK Limited ("Sinochem") announced on 12 August 2009 that they had reached agreement on the terms of a recommended cash acquisition by Sinochem of the entire issued and to be issued share capital of Emerald to be implemented by means of a scheme of arrangement under section 152 of the Companies Act (the "Scheme").
Emerald announces that it has today posted to Emerald Shareholders (and, for information only, persons with information rights and to participants in the Emerald Share Schemes) a scheme circular (the "Scheme Circular") containing, inter alia, the terms and conditions of the Scheme, an explanatory statement from Harland Capital, notices of the Court Meeting and the Extraordinary General Meeting, a timetable of principal events and details of the actions to be taken by Emerald Shareholders in connection with the Scheme. Subject to obtaining the approval of Emerald Shareholders at the Court Meeting and the Extraordinary General Meeting, the sanction of the Court at the Court Hearing and the satisfaction, or where applicable waiver, of the Conditions, the Scheme is expected to become effective on 12 October 2009.
The Court Meeting and the Extraordinary General Meeting will be held at The Betjeman Suite, The Charing Cross Hotel, The Strand, London WC2N 5HX on 2 October 2009. The Court Meeting will commence at 10:00 a.m. and the Extraordinary General Meeting will commence at 10:15 a.m. (or as soon thereafter as the preceding Court Meeting has been concluded or adjourned). The Court Hearing to sanction the Scheme is expected to be held on 7 October 2009.
The Scheme Circular contains the recommendation of all of the Emerald Directors that Emerald Shareholders vote in favour of the resolutions to be proposed at the Court Meeting and the Extraordinary General Meeting, as they have irrevocably undertaken to do in respect of their own respective holdings of Emerald Shares which, in aggregate, amount to 20,000 Emerald Shares representing approximately 0.03 per cent. of Emerald's existing issued share capital.
An expected timetable of principal events in connection with the Scheme is set out below and reproduced in the Scheme Circular:
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
|
Event |
Time and/or date |
|
Latest time for lodging Forms of Proxy for the Court Meeting (blue form) |
10.00 a.m. 30 September 2009 |
|
Latest time for lodging Forms of Proxy for the Extraordinary General Meeting (white form) |
10.15 a.m. 30 September 2009 |
|
Voting Record Time |
6.00 p.m. 30 September 2009(1) |
|
Court Meeting |
10.00 a.m. 2 October 2009 |
|
Extraordinary General Meeting |
10.15 a.m. 2 October 2009(2) |
|
The following dates are indicative only and subject to change. Please see note (3) below |
|
|
Last day of dealings in, and for registration of transfers of, Emerald Shares |
6 October 2009(3) |
|
Scheme Record Time |
11.59 p.m. 6 October 2009(3) |
|
Court Hearing (to sanction the Scheme) |
7 October 2009(3) |
|
Effective Date of the Scheme |
12 October 2009(3) |
|
Cancellation of listing of Emerald Shares |
16 October 2009(3) |
|
Latest date for despatch of cheques/payment in CREST of Cash Consideration |
26 October 2009(3) |
(1) If either the Court Meeting or the Extraordinary General Meeting is adjourned, the Voting Record Time for the
relevant adjourned Meeting will be 6.00 p.m. on the day which is two days before the date of such adjourned
Meeting.
(2) To commence at 10.15 a.m. or, if later, immediately after the conclusion or adjournment of the Court Meeting.
(3) These times and dates are indicative only and will depend, amongst other things, on the dates upon which the
Conditions are either satisfied or, if capable of waiver, waived, on the date upon which the Court sanctions the
Scheme and the date upon which the Court Order is delivered to the Companies Registry of the Isle of Man
Financial Supervision Commission for registration. If any of the above times and/or dates are changed, Emerald
will give notice of the change by issuing an announcement through a Regulatory Information Service.
Defined terms used in this announcement shall have the same meaning given to them in the Scheme Circular. Unless otherwise indicated, all references in this announcement to times are to London times.
Copies of the Scheme Circular and Forms of Proxy will be available from the offices of Memery Crystal LLP, 44 Southampton Buildings, London, WC2A 1AP. Copies of the Scheme Circular will also be available for inspection at the UKLA's Document Viewing Facility at The Financial Services Authority, 25 The Colonade, Canary Wharf, London E14 5HS.
In accordance with Rule 19.11 of the City Code, a copy of this announcement will be published on the following websites: www.emeraldenergy.com and www.sinochem.com/Portals/0/Skins/index_1027/tabid/613/Default.aspx. The Scheme Circular and a sample Form of Proxy will also be available from these websites.
Enquiries
Sinochem
Huang Shouzhi
Pelham PR +44 (0)20 7337 1500
PR adviser to Sinochem Resources UK Limited
James Henderson
Andy Cornelius
Mark Antelme
Standard Chartered +44 (0)20 7885 8888
Financial adviser to Sinochem Resources UK Limited
Amer Baig
Geraldine Murphy
Laurence Barnaud-Bettle
Issac Jacob
The Balloch Group
Financial consultant to Sinochem Resources UK Limited
Howard R. Balloch
Panmure Gordon +44 (0)20 7459 3600
Corporate broker to Sinochem Resources UK Limited
Richard Gray
Aubrey Powell
Callum Stewart
Emerald +44 (0)20 7925 2440
Lisa Hibberd
Alastair Beardsall
Harland Capital +44 (0)20 3051 9306
Financial adviser to Emerald
Harry Sutherland
Evolution Securities Limited +44 (0)20 7071 4300
Joint Corporate Broker to Emerald
Rob Collins
Chris Sim
Jefferies International Limited +44 (0)20 7029 8000
Joint Corporate Broker to Emerald
Chris Snoxall
This announcement does not constitute an offer or invitation to sell or purchase any securities or the solicitation of an offer to buy any securities pursuant to the Acquisition or otherwise. The Acquisition will be made solely by means of the Scheme Circular and the Forms of Proxy, which will contain the full terms and conditions of the Acquisition. Emerald Shareholders are advised to read the formal documentation in relation to the Acquisition carefully.
Standard Chartered, which is authorised and regulated by the Financial Services Authority, is acting exclusively for Sinochem and no-one else in connection with the matters described in this announcement and will not be responsible to anyone other than Sinochem for providing the protections afforded to clients of Standard Chartered nor for providing advice in relation to the matters described in this announcement.
The Balloch Group is acting exclusively for Sinochem and no-one else in connection with the matters described in this announcement and will not be responsible to anyone other than Sinochem for providing the protections afforded to clients of the Balloch Group nor for providing advice in relation to the matters described in this announcement.
Panmure Gordon, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Sinochem and no-one else in connection with the matters described in this announcement and will not be responsible to anyone other than Sinochem for providing the protections afforded to clients of Panmure Gordon nor for providing advice in relation to the matters described in this announcement.
Harland Capital, which is authorised and regulated in the United Kingdom by the Financial Services Authority (as an appointed representative to Neutralis Asset Management LLP), is acting for Emerald and no-one else in connection with the matters described in this announcement and will not be responsible to anyone other than Emerald for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement, or for any other transaction, arrangement or matters referred to in this announcement.
The distribution of this announcement in jurisdictions other than the United Kingdom and the Isle of Man may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK and the Isle of Man should inform themselves about, and observe, any applicable requirements. This announcement has been prepared for the purposes of complying with English and Isle of Man law and the City 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 jurisdictions outside of England and the Isle of Man.
Sinochem may purchase Emerald Shares otherwise than under the Acquisition, such as in the open market or privately negotiated purchases. Such purchases may be made either directly or through a broker and such purchases shall comply with the applicable laws of England and the Isle of Man, as well as the rules of the United Kingdom Listing Authority, the London Stock Exchange and the City Code. Information about any such purchases will be available from a Regulatory Information Service.
No statement in this announcement is intended as a profit forecast or profit estimate and no statement in this announcement should be interpreted to mean that the future earnings per share of Emerald for current or future financial periods will necessarily match or exceed the historical or published earnings per share of Emerald.
Neither the content of Sinochem's or Emerald's website (or any other website) nor the content of any website accessible from hyperlinks on any such website is incorporated into, or forms part of, this announcement.
Notice to US investors in Emerald
The Acquisition relates to the shares of an Isle of Man company, is subject to UK and Isle of Man disclosure requirements (which are different from those of the US) and is proposed to be made by means of a scheme of arrangement provided for under the Isle of Man Act. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the UK and the Isle of Man to schemes of arrangement which differ from the disclosure requirements of the US tender offer rules. If Sinochem exercises its right to implement the Acquisition by way of a takeover offer, the takeover offer will be made in compliance with applicable US laws and regulations.
The receipt of cash pursuant to the Acquisition by a US holder of Emerald Shares as consideration for the transfer of its Emerald Shares pursuant to the Acquisition may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other tax laws. Each holder of Emerald Shares is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him.
It may be difficult for US holders of Emerald Shares to enforce their rights and claims arising out of US federal securities laws, since Sinochem and Emerald are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. US holders of Emerald Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of Emerald, all "dealings" in any "relevant securities" of Emerald (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 date on which the Proposals become effective, lapse or are 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 Emerald, 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 City Code, all "dealings" in "relevant securities" of Emerald by Sinochem or Emerald, 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 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 City 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:
Emerald Energy