2nd Oct 2009 12:41
FOR IMMEDIATE RELEASE
2 October 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 ("Emerald" or the "Company") by
Sinochem Resources UK Limited ("Sinochem")
Results of Court Meeting and Extraordinary General Meeting
The Sinochem Directors and the Emerald Directors announced on 12 August 2009 that they had reached agreement on the terms of a recommended all 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. A scheme circular proposing the Scheme of Arrangement (the "Circular") was posted to Emerald Shareholders on 7 September 2009.
The Court Meeting and the Extraordinary General Meeting were held today to consider and approve the Scheme of Arrangement.
The Emerald Directors announce that, at the Court Meeting held today, a majority in number of Scheme Shareholders present and voting (either in person or by proxy), representing not less than 75 per cent. in value of the relevant Scheme Shares, voted in favour of the resolution to approve the Scheme of Arrangement.
At the Extraordinary General Meeting, also held today, the Special Resolution put to Emerald Shareholders in order to implement the Scheme of Arrangement was passed by the requisite majority.
The full results of the votes cast at the Meetings were as follows:-
Poll results for the Court Meeting
Resolution to approve the Scheme of Arrangement:
|
Number of Scheme Shares voted |
% of Scheme Shares voted |
Number of Scheme Shareholders voting |
% of Scheme Shareholders voting |
|
|
For* |
41,503,578 |
99.03 |
2,550 |
94.10 |
|
Against |
408,028 |
0.97 |
160 |
5.90 |
The number of Scheme Shares voted for the Scheme of Arrangement represents 66.23% of Emerald's entire issued share capital. The number of Scheme Shares voted against the Scheme of Arrangement represents 0.65% of Emerald's entire issued share capital.
Poll results for the EGM
Voting at the EGM was conducted by poll on the Special Resolution. The results of the poll were as set out below:
|
Number of Emerald Shares voted |
% of Emerald Shares voted |
|
|
For* |
41,550,864 |
99.05 |
|
Against |
400,316 |
0.95 |
|
Withheld** |
263,096 |
- |
* These figures include discretionary votes.
** A "vote withheld" is not a vote in law and is not counted in the calculation of the proportion of votes "for" or "against" a resolution.
The anticipated timetable of the remaining principal events in connection with the Scheme of Arrangement is set out below and reproduced in the Circular:
EXPECTED TIMETABLE OF REMAINING PRINCIPAL EVENTS
|
Event
|
Time and/or date
|
|
The following dates are indicative only and subject to change. Please see note (1) below
|
|
|
|
|
|
Last day of dealings in, and for registration of transfers of, Emerald Shares
|
6 October 2009
|
|
|
|
|
Scheme Record Time
|
11.59 p.m. 6 October 2009
|
|
|
|
|
Court Hearing (to sanction the Scheme)
|
7 October 2009
|
|
|
|
|
Effective Date of the Scheme
|
12 October 2009
|
|
|
|
|
Cancellation of listing of Emerald Shares
|
16 October 2009
|
|
|
|
|
Latest date for despatch of cheques/payment in CREST of Cash Consideration
|
26 October 2009
|
(1) 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.
Copies of the resolutions passed at the Court Meeting and the Extraordinary General Meeting have been submitted to the UKLA and will shortly be available for inspection at the UKLA's document viewing facility, which is situated at the Financial Services Authority, 25 The North Colonnade, 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.sinochem.com/Portals/0/Skins/index_1027/tabid/613/Default.aspx and www.emeraldenergy.com.
For further information please contact:
Emerald +44 (0)20 7925 2440
Lisa Hibberd
Alastair Beardsall
Harland Capital +44 (0)20 3051 9306
Financial adviser to Emerald
Harry Sutherland
Notes to editors:
Capitalised terms used but not defined in this announcement have the meanings given to them in the Circular. Unless otherwise indicated, all references in this announcement to times are to London times.
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.
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 is being made solely by means of the Circular and the Forms of Proxy, which contain the full terms and conditions of the Acquisition. Emerald Shareholders are advised to read the formal documentation in relation to the Acquisition carefully.
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 being 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 Acquisition becomes 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