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Result of Encore Shareholder Meeting

12th Dec 2011 14:04

RNS Number : 7985T
Premier Oil PLC
12 December 2011
 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

 

12 December 2011 

 

PREMIER OIL PLC

 

RECOMMENDED ACQUISITION OF ENCORE OIL PLC BY PREMIER OIL PLC

 

RESULTS OF ENCORE SHAREHOLDER MEETINGS

 

Premier Oil plc ("Premier") is pleased to note the announcement made by EnCore Oil plc ("EnCore") regarding the passing of all resolutions and approval of the Scheme (as defined below) at the EnCore Court and General Meetings held in respect of the proposed acquisition to be made by Premier of the entire issued and to be issued share capital of EnCore (the "Acquisition") which is being effected by way of a scheme of arrangement ("Scheme") between EnCore and its shareholders under Part 26 of the Companies Act 2006.

 

Completion of the Acquisition remains subject to the satisfaction or (if capable of waiver) waiver of the remaining Conditions, including the sanction of the Scheme and the associated capital reduction by the Court. The date of the Court hearing to sanction the Scheme is expected to be on 11 January 2012 and the Court hearing to confirm the reduction of capital is expected to be on 13 January 2012. If the Court sanctions the Scheme and confirms the reduction of capital, it is expected that the Scheme will become effective on 16 January 2012 and that the cancellation of the admission of EnCore Shares to trading on AIM will take place by 8.00 a.m. on 17 January 2012. If the Scheme does become effective on 16 January 2012, it is expected that the admission of the New Premier Shares to trading on the London Stock Exchange's main market for listed securities will take effect by 8.00 a.m. on 17 January 2012.

 

The dates stated above are indicative only and will depend, among other things, on the dates upon which the Court sanctions the Scheme and confirms the associated capital reduction and the date on which the Conditions are satisfied or (if capable of waiver) waived.

 

Terms and expressions in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the document sent to EnCore shareholders in relation to the Scheme dated 18 November 2011.

 

Enquiries:

Premier Oil plc

Simon Lockett +44 (0)20 7730 1111Tony Durrant

RBC Capital Markets

Jeremy Low +44 (0)20 7653 4000Matthew Coakes

Pelham Bell Pottinger (Public Relations Adviser to Premier)

Gavin Davis +44 (0)20 7861 3159 / +44 (0)7910 104 660Henry Lerwill +44 (0)20 7861 3169 / +44 (0)7894 608 607

 

RBC Capital Markets, which is authorised and regulated in the UK by the FSA, is acting exclusively for Premier and no one else in connection with the Acquisition and will not be responsible to anyone other than Premier 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 announcement.

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in any such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions.

 

This announcement is not intended to, and does not constitute, or form part of, an offer to sell or any invitation to purchase or subscribe for any securities or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. This announcement does not constitute a prospectus or a prospectus equivalent document.

 

THIS ANNOUNCEMENT IS NOT A PROSPECTUS. IT DOES NOT CONSTITUTE OR FORM PART OF AN OFFER TO SELL OR ANY INVITATION TO PURCHASE OR SUBSCRIBE FOR ANY SECURITIES OR THE SOLICITATION OF AN OFFER TO PURCHASE, OTHERWISE ACQUIRE, SUBSCRIBE FOR, SELL OR OTHERWISE DISPOSE OF ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION PURSUANT TO THE ACQUISITION OR OTHERWISE. ANY ACCEPTANCE OR RESPONSE TO THE ACQUISITION SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION REFERRED TO IN THE SCHEME DOCUMENT AND THE PROSPECTUS.

 

Overseas Jurisdictions

 

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.

 

Notice to US investors in EnCore: This announcement is not an offer of securities for sale, offer to purchase or a solicitation of an offer to purchase EnCore Shares in the United States.

 

The Acquisition relates to the shares of a UK company and is proposed to be made by means of a scheme of arrangement provided for under the laws of England and Wales. The Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure and other requirements of US securities laws. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to the financial statements of US companies.

 

The New Premier Shares have not been, will not be, and are not required to be, registered with the SEC under the US Securities Act in reliance upon the exemption from registration requirements of the US Securities Act provided by Section 3(a)(10) of that Act. The New Premier Shares have not been, and will not be, registered under the securities laws of any state or jurisdiction of the United States and, accordingly, will only be issued to the extent that exemptions from the registration or qualification requirements of state "blue sky" securities laws are available. Under applicable US securities laws, persons (whether or not US persons) who are or will be "affiliates" (for the purposes of the US Securities Act) of Premier or EnCore prior to, or of Premier after, the Effective Date will be subject to certain transfer restrictions relating to the New Premier Shares received in connection with the Acquisition.

 

If the Acquisition is implemented by way of an Offer, it will be made in accordance with the requirements of the US securities laws, to the extent applicable. If the Acquisition is implemented by way of an Offer, the New Premier Shares to be issued in connection with such Offer will not be registered under the US Securities Act or under the securities laws of any state, or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, in the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act or such other securities laws. Premier does not intend to register any such New Premier Shares or part thereof in the United States or to conduct a public offering of the New Premier Shares in the United States.

 

Publication on Premier Website

 

A copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Premier's website at www.premier-oil.com.

 

END

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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