20th Apr 2009 13:00
Not for release, publication or distribution in or into Australia, Canada, the Dubai International Financial Centre, New Zealand, the Republic of South Africa, the State of Israel or the United States of America
PREMIER OIL plc
("Premier")
Result of Extraordinary General Meeting
20th April 2009
Premier announces that, at the Extraordinary General Meeting held earlier today, shareholders approved the three Resolutions proposed in the Prospectus to shareholders dated 3 April 2009 relating to the proposed $505 million acquisition of ONSL and rights issue of New Ordinary Shares to raise approximately £171 million.
The Resolutions were passed unanimously, without amendment, on a show of hands.
Details of the proxy votes received in advance of the meeting are as follows:
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Resolution
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Votes for (%)
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Votes against (%)
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Withheld*
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1. To approve the Acquisition
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42,849,979 (99.96%)
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17,602 (0.04%)
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103,280
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2. To authorise the Directors to allot New Ordinary Shares
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42,693,891 (99.69%)
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131,028 (0.31%)
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134,263
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3. To disapply pre-emption rights
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42,770,195 (99.96%)
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17,601 (0.04%)
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170,466
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* A vote withheld is not a vote in law and is not counted towards the proportion of votes 'for' or 'against' a resolution. The percentages shown above are of votes cast, rather than shares in issue, and do not reflect votes received which allow discretion to be exercised by a third party proxy.
The Rights Issue remains conditional upon the admission to the Official List of the UK Listing Authority and to trading on the main market for listed securities of the London Stock Exchange of the New Ordinary Shares. Application has been made to the UKLA for the New Ordinary Shares (nil and fully paid) to be admitted to the Official List and to the London Stock Exchange for the New Ordinary Shares (nil and fully paid) to be admitted to trading on the London Stock Exchange's main market for listed securities. It is expected that admission will become effective and that dealings in the New Ordinary Shares will commence on the London Stock Exchange, nil paid, at 8.00 a.m. on 21 April 2009.
It is expected that Provisional Allotment Letters will be dispatched to Qualifying Non-Crest Shareholders later today, save as stated in the Prospectus. It is expected that Nil Paid Rights will be credited to the stock accounts of Qualifying CREST Shareholders (other than those Shareholders with registered addresses in the US or any of the Excluded Territories) on 21 April 2009. The Nil Paid Rights so credited are expected to be enabled for settlement by Euroclear as soon as practicable after Admission. The latest time and date for acceptance and payment in full under the Rights Issue is 11.00 a.m. on 6 May 2009. A full expected timetable of principal events is set out in Appendix I.
The acquisition of ONSL remains conditional upon (i) the admission to the Official List of the UK Listing Authority and to trading on the main market for listed securities of the London Stock Exchange of the New Ordinary Shares, (ii) the Objection Period having elapsed and no challenge having been made to the approval of the CVA or if made, such challenge having been withdrawn or struck out, and (iii) the court discharging the administration order over ONSL.
If the conditions described in (ii) and (iii) are not satisfied by 14 June 2009, the transaction will proceed by way of an acquisition of the principal assets of ONSL, subject to satisfaction of condition (i) above.
Copies of the Resolutions passed at the Extraordinary General Meeting will be available for inspection shortly at the UK Listing Authority's Document Viewing Facility, situated at The Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS.
Terms set out in Premier's announcement dated 25 March 2009 have the same meaning in this announcement.
Further information on the acquisition and rights issue is available on Premier's website at www.premier-oil.com.
Commenting on today's announcement, Sir David John KCMG, Chairman of Premier, said:
"We are delighted with the level of support for the acquisition and rights issue shown by our shareholders. With this support and the recent approval by ONSL's unsecured creditors and Oilexco Inc. of the Company Voluntary Arrangement, we are on track to complete the acquisition successfully by the end of next month."
Enquiries
Premier Oil plc Tel: 020 7730 1111
Simon Lockett
Tony Durrant
Deutsche Bank Tel: 020 7545 8000
Alan Brown
Andrew Congleton
Martin Pengelley
Oriel Tel: 020 7710 7600
David Arch
Natalie Fortescue
Pelham PR
James Henderson Tel: 020 7337 1501 / 07774 444 163
Gavin Davis Tel: 020 7337 1515 / 07910 104 660
Evgeniy Chuikov Tel: 020 7337 1513 / 07894 608 606
Deutsche Bank is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervising Authority) and regulated by the Financial Services Authority for the conduct of UK business. Deutsche Bank is acting for Premier and no one else in connection with the Acquisition and the Rights Issue and will not be responsible to anyone other than Premier for providing the protections afforded to clients of Deutsche Bank nor for providing advice in connection with the Acquisition, the Rights Issue or any matters referred to in this announcement.
Oriel, which is authorised and regulated in the UK by the Financial Services Authority, is acting for Premier and no one else in connection with the Acquisition and the Rights Issue and will not be responsible to anyone other than Premier for providing the protections afforded to clients of Oriel nor for providing advice in connection with the Acquisition, the Rights Issue or any matters referred to in this announcement.
Barclays Capital, HSBC and Royal Bank of Canada Europe (which trades as RBC Capital Markets), which are authorised and regulated in the UK by the Financial Services Authority, are acting for Premier and no one else in connection with the Rights Issue and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Rights Issue and will not be responsible to anyone other than Premier for providing the protections afforded to their respective clients or for providing advice in relation to the Rights Issue or any matters referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on Deutsche Bank, Barclays Capital, HSBC, Oriel and RBC Capital Markets by the Financial Services and Markets Act 2000, none of Deutsche Bank, Barclays Capital, HSBC, Oriel nor RBC Capital Markets accepts any responsibility whatsoever for the contents of this announcement, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with Premier, the nil paid rights, the fully paid rights or the New Ordinary Shares or the Rights Issue. Each of Deutsche Bank, Barclays Capital, HSBC, Oriel and RBC Capital Markets accordingly disclaim all and any liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any such statement.
This announcement is not for release, publication or distribution (directly or indirectly) in or into Australia, Canada, the Dubai International Financial Centre, New Zealand, the Republic of South Africa, the State of Israel or the United States of America or any other jurisdiction in which the distribution or release would be unlawful (the 'Excluded Territories'). It does not constitute an offer of securities for sale any where in the world, including in or into the Excluded Territories.
This announcement does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any decision in respect of Premier or any other entity and should not be considered as a recommendation that any investor should subscribe for or purchase any such securities. Neither the issue of this announcement nor any part of its contents constitutes an offer to sell or invitation to purchase any securities of Premier or any other entity or any persons holding securities of Premier and no information set out in this announcement or referred to in other written or oral information is intended to form the basis of any contract of sale, investment decision or any decision to purchase any securities in it. An investment decision must be made solely on the basis of the Prospectus. Copies of the Prospectus will be available from the registered office of Premier. The Prospectus will include a description of risk factors relevant to Premier.
The securities described in this announcement, when and if offered, will not be registered under the United States Securities Act of 1933, as amended (the 'Securities Act'), or any state or foreign securities laws and may not be offered or sold within the United Sates or to, or for the account or benefit of, US persons absent registration or applicable exemption from registration thereunder.
This announcement does not constitute an offer of nil paid rights, fully paid rights, Ordinary Shares or provisional allotment letters to any Shareholder with a registered address in, or who is resident in, the Excluded Territories. This announcement does not constitute an offer to sell or a solicitation of an offer to buy Ordinary Shares or to take up entitlements to nil paid rights in any jurisdiction in which such offer or solicitation is unlawful.
The distribution of this announcement, the Prospectus and/or the provisional allotment letters and/or the transfer or offering of nil paid rights, the fully paid rights, and the New Ordinary Shares into jurisdictions other than that United Kingdom is or may be restricted by law. Persons into whose possession this announcement or any such document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The contents of this announcement must not be construed as legal, business, tax or investment advice. Each prospective investor should consult his, her or its own legal adviser, financial adviser, tax adviser or independent financial adviser for legal, financial, tax or investment advice.
The price and value of securities can go up as well as down. If you are in any doubt as to the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant, fund manager or other independent financial adviser authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom, or, if you are not, from another appropriately authorised independent financial adviser.
Neither the content of Premier's website (or any other website) nor the content of any website accessible from hyperlinks on Premier's website (or any other website) is incorporated into, or forms part of, this announcement.
This announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom 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 and regulations of any jurisdiction outside of the United Kingdom.
This announcement contains or incorporates by reference 'forward-looking statements' regarding the belief or current expectations of Premier, its directors and other members of its senior management about Premier's businesses and the transactions described in this announcement. Generally, words such as ''may'', ''could'', ''will'', ''expect'', ''intend'', ''estimate'', ''anticipate'', ''believe'', ''plan'', ''seek'', ''continue'' or similar expressions identify forward-looking statements.
These forward-looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of Premier and are difficult to predict, that may cause actual results to differ materially from any future results or developments expressed or implied from the forward-looking statements. Such risks and uncertainties include the effects of continued or increasing volatility in international financial markets, economic conditions both internationally and in individual markets in which Premier operates, and other factors affecting the level of Premier's business activities and the costs and availability of financing for Premier's activities.
Any forward-looking statement contained in this announcement based on past or current trends and/or activities of Premier should not be taken as a re-announcement that such trends or activities will continue in the future. No statement in this announcement is intended to be a profit forecast or to imply that the earnings of Premier for the current year or future years will necessarily match or exceed the historical or published earnings of Premier.
Each forward-looking statement speaks only as of the date of the particular statement. Premier expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Premier's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
Appendix I
Expected timetable of principal events
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2009
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Dealings expected to commence in New Ordinary Shares, nil paid, on the London Stock Exchange and Existing Ordinary Shares marked “ex-rights”
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8.00 a.m. on 21 April
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Nil Paid Rights and Fully Paid Rights enabled in CREST as soon as practicable after
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8.00 a.m. on 21 April
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Recommended latest time and date for requesting withdrawal of Nil Paid Rights or Fully Paid Rights from CREST
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4.30 p.m. on 29 April
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Recommended latest time and date for depositing renounced Provisional Allotment Letters, nil paid or fully paid, into CREST
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3.00 p.m. on 30 April
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Latest time and date for splitting Provisional Allotment Letters, nil paid and fully paid
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3.00 p.m. on 1 May
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Latest time and date for acceptance, delivery of Nil Paid Rights, payment in full for rights taken up in CREST and registration of renunciation of Provisional Allotment Letters
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11.00 a.m. on 6 May
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Commencement of dealings in New Ordinary Shares fully paid on the London Stock Exchange
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8.00 a.m. on 7 May
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New Ordinary Shares in uncertificated form credited to stock accounts in CREST
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8.00 a.m. on 7 May
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Expected date of dispatch of definitive share certificates for New Ordinary Shares in certificated form
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8.00 a.m. on 14 May
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Expected date of Completion of the Acquisition
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May
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Notes:
References to times in this announcement are to London time unless otherwise stated.
The dates set out in the expected timetable of principal events above may be adjusted by Premier in which event details of the new dates will be notified to the FSA, London Stock Exchange and, where appropriate, the Shareholders.
If you have any queries on the procedure for acceptance and payment, you should contact the Registrar on 0871 664 0321 or from outside the United Kingdom on +44 20 8639 3399. Calls to the 0871 664 0321 number cost 10 pence per minute (including VAT) plus your service provider's network extras. Different charges may apply to calls from mobile telephones and calls may be recorded or randomly monitored for security and training purposes. Please note that the Registrar cannot provide financial advice on the Rights Issue or as to whether or not you should take up your rights under the Rights Issue.
Related Shares:
PMO.L