Vanoil Energy Ltd. (TSX VENTURE:VEL) -
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM UNITED STATES, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
Vanoil Energy Ltd, a TSX-V-listed oil and gas company with a portfolio of assets
in East Africa, today confirms its intention to acquire the entire issued and to
be issued share capital of AIM listed Fluormin PLC and the entry into of the
Implementation Agreement.
The Independent Vanoil Directors have been advised that the Independent Fluormin
Directors will recommend the Acquisition to Fluormin Shareholders.
Highlights
-- If completed, the Acquisition is expected to provide significant cash
resources in the order of US$27 million, including an advance loan of
US$5 million.
-- This capital provides the near term financial flexibility necessary for
Vanoil to proceed with its ambitious drilling and seismic programmes to
unlock the potential value of its acreage, with two 3D seismic surveys
and at least two drilling events scheduled in 2013 alone.
The Independent Vanoil Directors believe that the Acquisition should lead to the
following benefits for the shareholders of Vanoil:
-- Vanoil's strategic objective is to build a highly prospective portfolio
of assets across East Africa and to fund the exploration and development
of its properties. Vanoil's previously announced offer for the entire
issued share capital of Avana has the potential to double Vanoil's
recoverable mean unrisked prospective resources while providing both
geological and geopolitical diversification to further de-risk Vanoil's
portfolio;
-- the acquisition of Fluormin provides an invaluable source of capital,
acquired at a premium to Vanoil's current share price, to fund Vanoil's
near term operational programme, which includes the drilling of two
onshore wells in the Anza basin adjacent to recent successes in Kenyan
Block 10a;
-- completing both the Avana and Fluormin acquisitions in rapid succession
would pave the way for realising Vanoil's ambitious growth plans as the
acquisitions are expected to deliver financial and operational synergies
of a potentially transformational nature for the enlarged Vanoil Group
and provide Vanoil with the near term financial flexibility necessary
for Vanoil to proceed with its ambitious drilling and seismic programmes
to unlock the potential value of its acreage, with two 3D seismic
surveys and at least two drilling events scheduled for 2013 alone;
-- the acquisition of Fluormin will assist with an orderly disposal of
Fluormin's assets in conjunction with Vanoil's network and expertise;
and
-- the acquisition of Fluormin also introduces Vanoil to Fluormin's
international investor base, whose support will be highly valuable to
Vanoil and its enlarged group in the future.
Summary
-- The Independent Vanoil Directors have been advised that the Independent
Fluormin Directors will recommend that Fluormin Shareholders approve the
acquisition by Vanoil (or a wholly owned subsidiary of Vanoil) of the
entire issued and to be issued ordinary share capital of Fluormin (the
"Acquisition").
-- Fluormin is not currently subject to the jurisdiction of the Panel on
Takeovers and Mergers. Accordingly, the Acquisition will not be subject
to the City Code on Takeovers and Mergers.
-- The Acquisition is to be made in accordance with the terms of the
Implementation Agreement and is intended to be conducted by way of a
Court-sanctioned scheme of arrangement pursuant to Part 26 of the
Companies Act 2006.
-- Based upon independent valuations, the Vanoil Directors expect that
aggregate cash reserves in the order of US$27 million can be realised
from Fluormin's existing accounts and receivables and from the
subsequent realization of Fluormin's assets.
-- Under the terms of the Acquisition, Fluormin is valued at US$27 million.
In consideration for the purchase of the entire issued and to be issued
share capital of Fluormin, Vanoil will issue an aggregate of:
-- approximately 45,000,000 Vanoil Shares, based upon a price of
US$0.60 per Vanoil Share;
-- approximately 31,973,667 CAN$1.00 Warrants, entitling the holder to
subscribe for one Vanoil Share at any time during the two year
period immediately following the Acquisition; and
-- approximately 6,500,000 CAN$0.75 Warrants, entitling the holder to
subscribe for one Vanoil Share at any time prior to 13 March 2014.
-- Based upon Fluormin's existing share capital, for each Fluormin Share
held, Scheme Shareholders will be entitled to receive 0.806 new Vanoil
Shares and be issued with 0.572 CAN$1.00 Warrants and 0.116 CAN$0.75
Warrants.
-- Outside the terms of the Scheme, Fluormin Optionholders will each be
entitled to receive, in respect of the cancellation of their Fluormin
Options, 0.5 CAN$1.00 Warrants (each whole warrant exercisable at any
time during the two year period immediately following the Acquisition)
in respect of each Fluormin Share over which they have a Fluormin
Option. The total number of CAN$1.00 Warrants granted pursuant to this
is 1,776,333.
-- Vanoil is a TSXV-listed oil and gas company with a diversified portfolio
of assets in East Africa. Its focus is on prospective basins, adjacent
to the acreage of, or endorsed by, major exploration players. Vanoil's
onshore Kenya acreage, containing in excess of 900 million barrels of
oil equivalent ("boe") of prospective recoverable mean unrisked
resources, lies in the same Anza basin as Block 10a where Africa Oil Plc
recently announced a light hydrocarbon discovery in the Lower Cretaceous
interval. Vanoil also has the exclusive right to negotiate a production
sharing contract with the Republic of Rwanda covering 1,631 square
kilometres of oil and gas concessions in the northwestern part of the
Republic of Rwanda, better known as "East Kivu Graben".
-- Further, on March 15, 2013, Vanoil confirmed that its wholly owned
subsidiary, Vanoil Energy Holdings Ltd. had received irrevocable
acceptances of its offer (the "Avana Offer") for the entire issued share
capital of Avana Petroleum Limited ("Avana") in respect of at least 90
per cent. of the issued share capital of Avana. As such, the acceptance
condition to the Avana Offer had been satisfied and the Avana Offer has
become wholly unconditional. Avana's portfolio comprises:
-- a 25% participating interest in oil and gas exploration Areas A and
B in the Seychelles (the "Seychelles Asset"), alongside partner East
African Exploration Seychelles Limited (a wholly owned subsidiary of
Afren plc ("Afren")); and
-- perfecting title to a 10% participating interest in Kenya offshore
Block L9 (the "Kenyan Asset"), alongside partner Dominion Petroleum
Kenya Limited (a wholly owned subsidiary of Ophir Energy plc
("Ophir")).
-- The Acquisition is expected to deliver financial and operational
synergies of a potentially transformational nature for both Fluormin and
Vanoil. It will permit Fluormin's shareholders to exit their current
shareholding, whilst also assisting with an orderly disposal of
Fluormin's assets in conjunction with Vanoil's network and expertise.
The Acquisition also introduces Vanoil to Fluormin's international
investor base, whose support will be highly valuable to Vanoil and its
enlarged group in the future.
-- James Passin (the Chairman of Fluormin and Chairman of Vanoil) is not
regarded as an Independent Fluormin Director, or an Independent Vanoil
Director, due to the related party arrangements relating to the
Acquisition described below.
-- There are currently 55,865,722 Fluormin Shares in issue and Fluormin
Options over a total of 3,537,999 Fluormin Shares.
-- There are currently 66,588,455 Vanoil Shares in issue and 22,733,166
warrants in issue and options have been granted over a total of
7,100,000 Vanoil Shares. As a result of the Avana Offer being concluded,
the enlarged issued share capital (assuming all conditions to the
payment of further consideration under the Avana Offer are met) will
comprise approximately 91,588,455 Vanoil Shares in issue with a further
approximately 491,428 warrants yet to be granted.
-- As noted above, James Passin is Chairman of Fluormin and is Chairman of
Vanoil. In addition, Mr Passin is a principal of the manager of the
Firebird Funds, and has control or direction over 22,916,876 Vanoil
Shares and 35,606,451 Fluormin Shares held by the Firebird Funds, Mr
Passin also personally holds 500,000 Vanoil Shares (representing an
aggregate control, direction or holding over approximately 46.7 per
cent. of the approximately 111,588,455 then issued share capital of
Vanoil based on the current outstanding and the conclusion of the
Acquisition, and approximately 40.3 per cent. of the 129,173,161 then
issued share capital of Vanoil as a result of the Avana Offer being
concluded (and assuming all conditions to the payment of further
consideration under the Avana Offer are met)).
-- It is intended that the Acquisition will be implemented by way of
Fluormin proceeding with a Court-sanctioned scheme of arrangement under
Part 26 of the Companies Act 2006. However, Vanoil (with the consent of
the Company) could make an offer to Fluormin Shareholders by way of a
Takeover Offer rather than pursuing the scheme of arrangement detailed
in this Announcement.
-- The Acquisition would be conditional on the conditions set out in the
Implementation Agreement, which are included in Appendix I to this
Announcement, including the passing of the Scheme Resolutions required
to implement the Scheme by Scheme Shareholders at the Court Meeting and
by Fluormin Shareholders at the General Meeting, and the sanction of the
Court.
-- The Acquisition remains subject to TSX-V approval.
Cautionary Statement
By definition of the COGE Handbook - "Undiscovered resources are those
quantities of oil and gas estimated on a given date to be contained in
accumulations yet to be discovered." Further the Handbook states - Caution (per
NI 51-101/5.9(2)(v)(B)) - "There is no certainty that any portion of the
resources will be discovered. If discovered, there is no certainty that it will
be commercially viable to produce any portion of the resources."
None of the US Securities and Exchange Commission, any US state securities
commission or any other US regulatory authority has passed comment upon or
endorsed the merits of the potential Acquisition or the accuracy, adequacy or
completeness of this communication. Any representation to the contrary may be a
criminal offence.
This Announcement is for information purposes only and does not constitute an
offer to sell or an invitation to 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 a Scheme Document, which will
contain the full terms and conditions of the Acquisition, including details of
how the Acquisition can be approved and completed, and the conditions set out in
Appendix I to this announcement. Certain terms used in this Announcement are
defined in Appendix II to this Announcement.
Fluormin is not currently subject to the jurisdiction of the Panel on Takeovers
and Mergers. Accordingly, the Acquisition will not be subject to the City Code
on Takeovers and Mergers.
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law. Persons who are not resident in the
United Kingdom or who are subject to other jurisdictions should inform
themselves of, and observe, any applicable requirements.
Unless otherwise determined by Vanoil and permitted by applicable law and
regulation, the proposal relating to the Acquisition will not be made, directly
or indirectly, in, into or from a Restricted Jurisdiction where to do so would
violate the laws in that jurisdiction. Accordingly, all documents relating to
the Acquisition are not being, and must not be, directly or indirectly, mailed
or otherwise forwarded, distributed or sent in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that jurisdiction, and
persons receiving documents relating to the Acquisition (including custodians,
nominees and trustees) must not mail or otherwise distribute or send them in,
into or from such jurisdictions.
The rights of Fluormin Shareholders who are not resident in the United Kingdom
in connection with the Acquisition may be affected by the laws of the relevant
jurisdictions in which they are resident. In such circumstances persons who are
not resident in the United Kingdom should inform themselves of, and observe, any
applicable requirements.
If you are a resident of the United States, please read the following:
In accordance with normal UK market practice, Vanoil, or its nominees, or its
brokers (acting as agents) may from time to time make certain purchases of, or
arrangements to purchase, Fluormin Shares, other than pursuant to the
Acquisition. These purchases may occur either in the open market at prevailing
prices or in private transactions at negotiated prices. Any information about
such purchases will be disclosed as required in the United Kingdom.
Forward Looking Statements
This announcement contains statements about Vanoil and Fluormin that are or may
be forward looking statements. All statements other than statements of
historical facts included in this announcement may be forward looking
statements. Without limitation, any statements preceded or followed by or that
include the words "targets", "plans", "believes", "expects", "aims", "intends",
"will", "may", "anticipates", "estimates", "projects" or words or terms of
similar substance or the negative thereof, are forward looking statements.
Forward looking statements include statements relating to the following: (i)
future capital expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy, losses and
future prospects; (ii) business and management strategies and the expansion and
growth of Vanoil's or Fluormin's operations and potential synergies resulting
from the Acquisition; and (iii) the effects of government regulation on Vanoil's
or Fluormin's business.
Such forward looking statements involve risks and uncertainties that could
significantly affect expected results and are based on certain key assumptions.
Many factors could cause actual results to differ materially from those
projected or implied in any forward looking statements. Due to such
uncertainties and risks, readers are cautioned not to place undue reliance on
such forward looking statements, which speak only as of the date hereof. Vanoil
disclaims any obligation to update any forward looking or other statements
contained herein, except as required by applicable law.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM UNITED STATES, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
CONFIRMATION OF THE INTENTION OF VANOIL ENERGY LTD. ("Vanoil") TO ACQUIRE
FLUORMIN PLC ("Fluormin" or the "Company")
1. Introduction
March 26, 2013,Vanoil Energy Ltd, a TSX-V-listed oil and gas company with a
portfolio of assets in East Africa, today confirms its intention to acquire the
entire issued and to be issued share capital of AIM listed Fluormin PLC and the
entry into of the Implementation Agreement.
The Independent Vanoil Directors have been advised that the Independent Fluormin
Directors will recommend the Acquisition to Fluormin Shareholders.
The Acquisition is to be made in accordance with the terms of the Implementation
Agreement and is intended to be conducted by way of a Court-sanctioned scheme of
arrangement pursuant to Part 26 of the Companies Act 2006.
2. The Acquisition
The Acquisition will be subject to the conditions set out in the Implementation
Agreement which are set out in Appendix I to this Announcement (and which will
also be set out in the Scheme Document). Pursuant to the terms of the Scheme,
Fluormin Shareholders will be entitled to receive, based upon Fluormin's current
existing share capital:
For each Fluormin Share 0.806 Vanoil Shares; 0.572 CAN$1.00 Warrants; and
0.116 CAN$0.75 Warrants
Each CAN$1.00 Warrant, if exercised, entitles the holder to subscribe for one
Vanoil Share at any time during the two year period immediately following the
Acquisition and each CAN$0.75 Warrant, if exercised, entitles the holder to
subscribe for one Vanoil Share, at any time prior to 13 March 2014.
Outside the terms of the Scheme, Fluormin Optionholders will each be entitled to
receive, in respect of the cancellation of their Fluormin Options, 0.5 CAN$1.00
Warrants (exercisable at any time during the two year period immediately
following the Acquisition) in respect of each Fluormin Share over which they
have a Fluormin Option.
The Acquisition will be achieved by the cancellation of the Scheme Shares held
by Scheme Shareholders (pursuant to the Capital Reduction) and the application
of the reserve arising from such cancellation in paying up in full new Fluormin
shares which have an aggregate nominal value and share premium value equal to
the aggregate nominal value of the Scheme Shares cancelled and issuing the same
to Vanoil (or a wholly owned subsidiary of Vanoil). Scheme Shareholders would
then receive the consideration referred to above.
3. Reasons for the Acquisition
The Acquisition, if completed, is expected to deliver financial and operational
synergies of a potentially transformational nature for both Fluormin and Vanoil.
The Independent Vanoil Directors believe that the Acquisition should lead to the
following benefits for the shareholders of Vanoil:
-- Vanoil's strategic objective is to build a highly prospective portfolio
of assets across East Africa and to fund the exploration and development
of its properties. Vanoil's previously announced offer for the entire
issued share capital of Avana has the potential to double Vanoil's
recoverable mean unrisked prospective resources while providing both
geological and geopolitical diversification to further de-risk Vanoil's
portfolio;
-- the acquisition of Fluormin provides an invaluable source of capital,
acquired at a premium to Vanoil's current share price, to fund Vanoil's
near term operational programme, which includes the drilling of two
onshore wells in the Anza basin adjacent to recent successes in Kenyan
Block 10a;
-- completing both the Avana and Fluormin acquisitions in rapid succession
would pave the way for realising Vanoil's ambitious growth plans as the
acquisitions are expected to deliver financial and operational synergies
of a potentially transformational nature for the enlarged Vanoil Group
and provide Vanoil with the near term financial flexibility necessary
for Vanoil to proceed with its ambitious drilling and seismic programmes
to unlock the potential value of its acreage, with two 3D seismic
surveys and at least two drilling events scheduled for 2013 alone;
-- the acquisition of Fluormin will assist with an orderly disposal of
Fluormin's assets in conjunction with Vanoil's network and expertise;
and
-- the acquisition of Fluormin also introduces Vanoil to Fluormin's
international investor base, whose support will be highly valuable to
Vanoil and its enlarged group in the future.
4. Shares in issue
There are currently 55,865,722 Fluormin Shares in issue and Fluormin Options
over a total of 3,537,999 Fluormin Shares.
There are currently 66,588,455 Vanoil Shares in issue and 22,733,166 warrants in
issue and options have been granted over a total of 7,100,000 Vanoil Shares.
5. Information on Vanoil
Vanoil is a TSXV-listed oil and gas company with a diversified portfolio of
assets in East Africa. Its focus is on highly prospective basins, adjacent to
the acreage of, or endorsed by, major exploration players. Vanoil's onshore
Kenya acreage, containing in excess of 900 million barrel of oil equivalent
("boe") of recoverable mean unrisked prospective resources, lies in the same
Anza basin as Block 10a where Africa Oil Plc recently announced a light
hydrocarbon discovery in the Lower Cretaceous interval. Vanoil also has the
exclusive right to negotiate a production sharing contract with the Republic of
Rwanda covering 1,631 square kilometres of oil and gas concessions in the
northwestern part of the Republic of Rwanda, better known as "East Kivu Graben".
On March 15, 2013, Vanoil confirmed that its wholly owned subsidiary, Vanoil
Energy Holdings Ltd. had received irrevocable acceptances of its Avana Offer in
respect of at least 90 per cent. of the issued share capital of Avana. As such,
the acceptance condition to the Avana Offer had been satisfied and the Avana
Offer became wholly unconditional. Avana's portfolio comprises the Seychelles
Asset and the anticipated perfection of title to the Kenyan Asset.
6. Related Party aspects
As noted above, James Passin is Chairman of Fluormin and is Chairman of Vanoil.
In addition, Mr Passin is a principal of the manager of the Firebird Funds, and
has control or direction over 22,916,876 Vanoil Shares and 35,606,451 Fluormin
Shares held by the Firebird Funds, Mr Passin also personally holds 500,000
Vanoil Shares (representing an aggregate control, direction or holding over
approximately 46.7 per cent. of the approximately 111,588,455 then issued share
capital of Vanoil based on the current outstanding and the conclusion of the
Acquisition, and approximately 40.3 per cent. of the 129,173,161 then issued
share capital of Vanoil as a result of the Avana Offer being concluded (and
assuming all conditions to the payment of further consideration under the Avana
Offer are met)).
7. Information on Fluormin
The Company was admitted to the AIM market on 15 September 2011 when it acquired
substantial stakes in several fluorspar assets; namely a controlling interest in
a producing mine at Witkop, the Republic of South Africa, through its now wholly
owned subsidiary Sallies Limited and a 20 per cent. interest in an entity called
Kenya Fluorspar Company Limited ("KFC"). The period following admission to AIM
was challenging on many levels. The Company's Witkop mine faced operational and
cost pressures, whilst on a global level the Fluormin Group faced a substantial
decline in the price of fluorspar. The Company has been active in addressing
these issues, with successful plant modifications and improved mining methods
resulting in substantial cost reductions during the period. Despite these
efforts the prevailing fluorspar price fell below current operating costs.
Consequently and in light of the prevailing economic environment it was
concluded that the only defensible strategy for the Fluormin Group was to place
the mine on care and maintenance. In March 2012 and in light of the challenges
to Witkop, the Fluormin Group disposed of its 20 per cent. interest in KFC for
GBP 8.5 million (US$14 million), realising a profit of approximately GBP 7.1
million (US$10.7 million).
8. Scheme of arrangement
The Acquisition will be implemented by means of a Court-sanctioned scheme of
arrangement between Fluormin and its shareholders under Part 26 of the Companies
Act 2006. The Scheme will involve an application by Fluormin to the Court to
sanction the Scheme and to confirm the cancellation of all the Scheme Shares, in
consideration for which Scheme Shareholders will receive consideration in
accordance with the terms of the Acquisition. It is also intended as part of the
Scheme to effect the Capital Reduction.
The Implementation Agreement, and accordingly the Acquisition, is subject to the
Conditions and certain further terms referred to in Appendix I to this
Announcement, and to be included in the Scheme Document. The Code does not apply
to the Scheme Document, the Acquisition or the Scheme. As such the rules of the
Code, including in particular Rules 2.7 and 13.4, which would, if the Code
applied, restrict the ability of Vanoil not to proceed with the Acquisition or
the Scheme or to invoke a Condition or fail to waive a Condition, would not
apply.
In particular, to become effective, the Scheme requires the approval of each
class of the Scheme Shareholders by a majority in number present and voting at
the Scheme Meeting, either in person or by proxy, representing in respect of
each class not less than 75 per cent. in value of the Scheme Shares which are
voted at the Scheme Meeting (or any adjournment thereof).
As at the date of this Announcement, Vanoil does not own any Fluormin Shares.
However, Vanoil intends to acquire one or more Fluormin Shares before the
publication of the Scheme Document.
In addition, to become effective, the Scheme will also require the passing at
the General Meeting of certain resolutions which are necessary to implement the
Scheme. These resolutions are in respect of, among others:-
-- the cancellation of existing Scheme Shares and the approval of the issue
of new ordinary shares in Fluormin to Vanoil (and/or its nominee(s)) in
accordance with the Scheme; and
-- the amendment of Fluormin's articles of association to ensure that the
Fluormin Shares issued under the Share Plans following the Scheme
becoming effective be automatically transferred to Vanoil on the same
terms as under the Scheme.
These resolutions would require the approval of Fluormin Shareholders
representing at least 75 per cent. of the votes cast (either in person or by
proxy) at the General Meeting which would be held immediately after the Scheme
Meeting.
Following the Scheme Meeting and the General Meeting, the Scheme must be
sanctioned and the Capital Reduction confirmed by the Court, and the Scheme will
only become effective on delivery to the Registrar of Companies of a copy of the
Court Order, together with the statement of capital attached to it.
Upon the Scheme becoming effective, it would be binding on all Scheme
Shareholders, irrespective of whether or not they attended or voted at the Court
Meeting or the General Meeting.
The Scheme Document will include full details of the Scheme, together with
notices of the Court Meeting and the General Meeting and the expected timetable,
and will specify the action to be taken by Scheme Shareholders.
Vanoil may, with the consent of the Company, make an offer to Shareholders by
way of a Takeover Offer for the entire issued share capital of Vanoil rather
than pursuing the scheme of arrangement detailed in this Announcement. Any such
Takeover Offer would be subject to an acceptance condition of Vanoil having
acquired (whether pursuant to the Takeover Offer or otherwise) such percentage
(being more than 50 per cent.) of the Fluormin Shares, as Vanoil may decide,
having consulted with Fluormin, and will otherwise be implemented on the same
terms (subject to appropriate amendments) including the price, so far as
applicable, as those which would apply to the Scheme and in compliance with
applicable laws and regulations.
9. Acquisition conditions and termination rights
The Acquisition will be conditional upon certain conditions being satisfied, as
set out in the Implementation Agreement and paragraph 1 of Appendix I and
subject to the rights of termination as set out in the Implementation Agreement
and as set out in paragraph 2 of Appendix I.
10. Delisting, cancellation of trading and re-registration
In the event that the Scheme becomes effective, Vanoil intends to procure that
Fluormin cancels admission to trading in Fluormin Shares on AIM.
It is anticipated that cancellation of admission of Fluormin's shares to trading
on AIM would take effect on or shortly after the date that the Scheme becomes
effective.
11. General
The Acquisition is intended to be made on the terms and subject to the
Conditions and further terms set out in the Implementation Agreement, as are
included in this Announcement (in particular Appendix I to this Announcement)
and will be set out in the Scheme Document.
Certain terms used in this Announcement are defined in Appendix II to this
Announcement.
This Announcement is for information purposes only and does not constitute an
offer to sell or an invitation to purchase any securities or the solicitation of
an offer to buy any securities, pursuant to the Acquisition or otherwise.
This Announcement has been prepared for the purpose of complying with English
law 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 the United Kingdom.
Fluormin is not currently subject to the jurisdiction of the Panel on Takeovers
and Mergers. Accordingly, the Acquisition will not be subject to the Code.
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law. Persons who are not resident in the
United Kingdom or who are subject to other jurisdictions should inform
themselves of, and observe, any applicable requirements.
None of the US Securities and Exchange Commission, any US state securities
commission or any other US regulatory authority has passed comment upon or
endorsed the merits of the potential Acquisition or the accuracy, adequacy or
completeness of this communication. Any representation to the contrary may be a
criminal offence.
Unless otherwise determined by Vanoil and permitted by applicable law and
regulation, the proposal relating to the Acquisition will not be made, directly
or indirectly, in, into or from a Restricted Jurisdiction where to do so would
violate the laws in that jurisdiction. Accordingly, copies of this Announcement
and all documents relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from a Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction, and persons receiving this announcement and all documents
relating to the Acquisition (including custodians, nominees and trustees) must
not mail or otherwise distribute or send them in, into or from such
jurisdictions as doing so may invalidate the Acquisition.
The rights of Fluormin Shareholders who are not resident in the United Kingdom
in connection with the Acquisition may be affected by the laws of the relevant
jurisdictions in which they are resident. Persons who are not resident in the
United Kingdom should inform themselves of, and observe, any applicable
requirements.
If you are a resident of the United States, please read the following:
In accordance with normal UK market practice, Vanoil, or its nominees, or its
brokers (acting as agents) may from time to time make certain purchase of, or
arrangements to purchase, Fluormin Shares, other than pursuant to the
Acquisition. These purchases may occur either in the open market at prevailing
prices or in private transactions at negotiated prices. Any information about
such purchases will be disclosed as required in the United Kingdom.
The Acquisition would be subject to the applicable requirements of the London
Stock Exchange, the TSX-V and the Financial Services Authority (or its
successor).
Forward looking statements
This Announcement contains statements about Vanoil and Fluormin that are or may
be forward looking statements. All statements other than statements of
historical facts included in this announcement may be forward looking
statements. Without limitation, any statements preceded or followed by or that
include the words "targets", "plans", "believes", "expects", "aims", "intends",
"will", "may", "anticipates", "estimates", "projects" or words or terms of
similar substance or the negative thereof, are forward looking statements.
Forward looking statements include statements relating to the following: (i)
future capital expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy, losses and
future prospects; (ii) business and management strategies and the expansion and
growth of Vanoil's or Fluormin's operations and potential synergies resulting
from the Acquisition; and (iii) the effects of government regulation on Vanoil's
or Fluormin's business.
Such forward looking statements involve risks and uncertainties that could
significantly affect expected results and are based on certain key assumptions.
Many factors could cause actual results to differ materially from those
projected or implied in any forward looking statements. Due to such
uncertainties and risks, readers are cautioned not to place undue reliance on
such forward looking statements, which speak only as of the date hereof. Vanoil
disclaims any obligation to update any forward looking or other statements
contained herein, except as required by applicable law.
Cautionary Statement
By definition of the COGE Handbook - "Undiscovered resources are those
quantities of oil and gas estimated on a given date to be contained in
accumulations yet to be discovered." Further the Handbook states - Caution (per
NI 51-101/5.9(2)(v)(B)) - "There is no certainty that any portion of the
resources will be discovered. If discovered, there is no certainty that it will
be commercially viable to produce any portion of the resources."
TSX-V disclaimer
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term
is defined in the policies of the TSX Venture Exchange) accepts responsibility
for the adequacy or accuracy of this release.
Enquiries
To find out more about Vanoil please visit our website at www.vanoil.ca or
contact: Malcolm Burke or Don Padgett at 604-689-1515 or by email:
dp@primarycapital.net.
APPENDIX I
CONDITIONS OF THE ACQUISITION AND TERMINATION RIGHTS
1. The Acquisition conditions
Where the Company Conditions (as defined below) are not satisfied or (where
possible) waived then Fluormin has the right to terminate the Implementation
Agreement and where the Vanoil Conditions (as defined below) are not satisfied
or (where possible) waived then Vanoil has the right to terminate the
Implementation Agreement. If either Fluormin or Vanoil terminates the
Implementation Agreement then the Implementation Agreement provides that the
Scheme will be withdrawn and the sanction of the Court for the Scheme will not
be sought.
1.1 The Acquisition, which will be made by the Vanoil or a wholly owned
subsidiary of Vanoil, will be governed by English law and subject to the
jurisdiction of the English courts. The Acquisition will be subject to the
following conditions:
1.1.1 with regard to the Scheme:
1.1.2 the approval of the Scheme by a majority in number representing not less
than three fourths in value of the Scheme Shareholders (or the relevant class or
classes thereof, if applicable) who are on the register of members of the
Company at the Scheme Voting Record Time, present and voting, whether in person
or by proxy, at the Court Meeting and any separate class meeting which may be
required by the Court or any adjournment thereof;
1.1.3 the resolutions required to approve and implement the Scheme being duly
passed at the General Meeting (or any adjournment thereof); and
1.1.4 the sanction of the Scheme and the confirmation of the Capital Reduction
by the Court (in either case with or without modification (but subject to any
such modification being acceptable to Vanoil and the Company)), office copies of
the Court Order and of a statement of capital being delivered to the Registrar
of Companies and, if the Court so orders for the Scheme to become effective,
registration of the Court Order confirming the Capital Reduction with the
Registrar of Companies; and
1.2 the approval of the terms of the Acquisition by a majority of the minority
approval by the holders of shares in the capital of Vanoil;
1.3 the TSXV agreeing or confirming its decision to list the New Vanoil Shares
for trading on the TSXV subject only to (i) the allotment of such shares and/or
(ii) the Acquisition becoming effective and/or (iii) other customary
requirements;
1.4 all necessary material notifications and filings having been made in
connection with the Acquisition and all statutory and regulatory obligations in
connection with the Acquisition in any relevant jurisdiction having been
complied with in respect of the Acquisition and, except pursuant to Part 26,
Chapter 3 of the Companies 2006 Act, all necessary material consents for the
Acquisition having been obtained from all appropriate third parties, and all
such authorisations or consents remaining in full force and effect at the time
at which the Court sanctions the Scheme and confirms the Capital Reduction;
1.5 the Fluormin Group owning the full legal and beneficial title to its assets,
free from all Encumbrances;
1.6 save as Disclosed and in respect of any security granted in connection with
the Loan Agreement, the Vanoil Group owning the full legal and beneficial title
to its assets, free from all Encumbrances;
1.7 save as Disclosed, no Governmental Body, customer, supplier, or financial
institution having taken any step that would make the Acquisition void,
unenforceable or illegal, or restrict, prohibit or delay to a material extent or
otherwise materially interfere with the implementation of, or impose material
additional conditions or obligations with respect to the Acquisition, or
otherwise materially challenge or require material amendment of, the
Acquisition. For the avoidance of doubt this Condition 1.7 relates to the
ability of Vanoil to acquire the Scheme Shares and it shall not be possible for
this Condition 1.7 to be invoked as a result of any adverse effect on, or with
respect to, the business, results of operation or financial condition of the
Fluormin Group;
1.8 save as Disclosed, there being no provision of any arrangement, agreement,
lease, licence, permit or other instrument to which any member of the Fluormin
Group is a party or by or to which any such member or any of its assets is or
may be bound or is subject, or may in the future be subject, which as a
consequence of the Acquisition, or because of a change in the control or
management of any member of the Fluormin Group or otherwise, would result in, a
Material Adverse Event;
1.9 save as Disclosed, no member of the Fluormin Group having since the
Acquisition Confirmation Date:
1.9.1 save always in connection with the incorporation of any company as members
of the Fluormin Group, issued or agreed to issue, authorised, proposed, or
announced its intention to authorise or propose, the issue of additional shares
of any class, or securities convertible into, or exchangeable for, or rights,
warrants or options to subscribe for or acquire, any such shares or convertible
securities save for the issue of Scheme Shares pursuant to or in connection with
the exercise or vesting of options or awards granted under, or the grant of
options or awards under, the Fluormin Option Plans, such grants or awards having
been disclosed to Vanoil prior to the date of the Acquisition Confirmation Date;
1.9.2 save in respect of transactions between members of the Fluormin Group,
recommended, declared, paid or made or proposed to recommend, declare, pay or
make any bonus issue, dividend or other distribution whether payable in cash or
otherwise;
1.9.3 other than pursuant to the implementation of the Acquisition (and save for
transactions in the ordinary course of business or in respect of transactions
between members of the Fluormin Group) implemented, effected or authorised any
merger, demerger, reconstruction, amalgamation, scheme of arrangement,
commitment or acquisition or disposal of assets or shares (or the equivalent
thereof) or assumption of liabilities in any undertaking or undertakings or any
change in its share or loan capital (save for the issue of Scheme Shares on the
exercise or vesting of options or awards granted before the date of this
announcement under the Fluormin Option Plans) which has resulted in a Material
Adverse Event occurring;
1.9.4 transferred, created or triggered the enforcement of any mortgage, charge
or other security interest over the whole or any part of the business, property
or assets of any member of the Fluormin Group (whenever arising or having
arisen) or authorised, proposed or announced any intention to do so;
1.9.5 issued, authorised or proposed or announced an intention to authorise or
propose, the issue of any debentures or (save for transactions between the
Company and its wholly owned subsidiaries or transactions under existing credit
arrangements or in the ordinary course of business of the Fluormin Group)
incurred any indebtedness or contingent liability;
1.9.6 entered into or varied to a material extent or authorised the terms of, or
make any offer (which remains open for acceptance) to enter into or vary to a
material extent the terms of, any service agreement with any director of any
member of the Fluormin Group;
1.9.7 agreed to provide or modified the terms of any share plan, incentive
scheme or, to the extent not de minimis in nature and within the ordinary course
of business, other benefit relating to the employment or termination of
employment of any person employed by the Fluormin Group;
1.9.8 purchased, redeemed or repaid or announced a proposal to purchase, redeem
or repay any of its own shares or other securities (or the equivalent) or
reduced or made any other change to or proposed the reduction or other change to
any part of its share capital; or
1.9.9 taken any corporate action or had any proceedings initiated by any court
against it for its winding-up (voluntary or otherwise), dissolution or
reorganisation or for the appointment of a receiver, administrator,
administrative receiver, trustee or similar officer of all or any material part
of its assets or revenues or any analogous proceedings in any jurisdiction or
appointed any analogous person in any jurisdiction;
or having entered into any agreement or commitment to effect any of the
transactions, matters or events referred to in this paragraph 1.9;
1.10 save as Disclosed, no member of the Vanoil Group having since Acquisition
Confirmation Date:
1.10.1 save always in connection with the incorporation of any company as
members of the Vanoil Group, issued or agreed to issue, authorised, proposed, or
announced its intention to authorise or propose, the issue of additional shares
of any class, or securities convertible into, or exchangeable for, or rights,
warrants or options to subscribe for or acquire, any such shares or convertible
securities pursuant to or in connection with the exercise or vesting of options
or awards granted under, or the grant of options or awards under, any share
option plan of the Vanoil Group, such grants or awards having been disclosed to
the Company prior to the date of the Acquisition Confirmation Date;
1.10.2 save in respect of transactions between members of the Vanoil Group,
recommended, declared, paid or made or proposed to recommend, declare, pay or
make any bonus issue, dividend or other distribution whether payable in cash or
otherwise;
1.10.3 other than pursuant to the implementation of the Acquisition (and save
for transactions in the ordinary course of business or in respect of
transactions between members of the Fluormin Group) implemented, effected or
authorised any merger, demerger, reconstruction, amalgamation, scheme of
arrangement, commitment or acquisition or disposal of assets or shares (or the
equivalent thereof) or assumption of liabilities in any undertaking or
undertakings or any change in its share or loan capital which has resulted in a
Material Adverse Event occurring;
1.10.4 transferred, created or triggered the enforcement of any mortgage, charge
or other security interest over the whole or any part of the business, property
or assets of any member of the Vanoil Group (whenever arising or having arisen)
or authorised, proposed or announced any intention to do so;
1.10.5 issued, authorised or proposed or announced an intention to authorise or
propose, the issue of any debentures or (save for transactions between the
Vanoil and its wholly owned subsidiaries or transactions under existing credit
arrangements or in the ordinary course of business of the Vanoil Group) incurred
any indebtedness or contingent liability;
1.10.6 entered into or varied to a material extent or authorised the terms of,
or make any offer (which remains open for acceptance) to enter into or vary to a
material extent the terms of, any service agreement with any director of any
member of the Vanoil Group;
1.10.7 agreed to provide or modified the terms of any share plan, incentive
scheme or, to the extent not de minimis in nature and within the ordinary course
of business, other benefit relating to the employment or termination of
employment of any person employed by the Vanoil Group;
1.10.8 purchased, redeemed or repaid or announced a proposal to purchase, redeem
or repay any of its own shares or other securities (or the equivalent) or
reduced or made any other change to or proposed the reduction or other change to
any part of its share capital; or
1.10.9 Vanoil or any relevant member of its Group having taken any corporate
action or had any proceedings initiated by any court against it for its
winding-up (voluntary or otherwise), dissolution or reorganisation or for the
appointment of a receiver, administrator, administrative receiver, trustee or
similar officer of all or any material part of its assets or revenues or any
analogous proceedings in any jurisdiction or appointed any analogous person in
any jurisdiction;
or having entered into any agreement or commitment to effect any of the
transactions, matters or events referred to in this paragraph 1.10;
1.11 save as Disclosed:
1.11.1 since the Acquisition Confirmation Date, no litigation, arbitration
proceedings, prosecution or other legal proceedings (including, for this
purpose, any Governmental Body, regulatory or similar investigation or enquiry)
(a "Company Proceeding") having been announced or instituted by or against or
remaining outstanding against or in respect of any member of the Fluormin Group
which is or would reasonably be expected to be a Material Adverse Event and no
executive officer of the Fluormin Group having received a written notice from
any third party that any such proceedings are pending or threatened, and for the
avoidance of doubt any legal proceeding shall only be considered "announced or
instituted" for the purposes of this Condition 1.11.1 if (i) a filing or
delivery of notice of a Company Proceeding is made with any court, tribunal,
panel or other arbitration body, or (ii) a public announcement regarding a
government investigation is made by any Governmental Body or (iii) written
notice of a Company Proceeding has been received by a member of the Fluormin
Group;
1.11.2 there being no behaviour of a director, officer or employee of the
Fluormin Group that could reasonably be considered to be fraud or wilful
misconduct and which is or would reasonably be expected to be a Material Adverse
Event;
1.12 save as Disclosed:
1.12.1 since the Acquisition Confirmation Date, no litigation, arbitration
proceedings, prosecution or other legal proceedings (including, for this
purpose, any Governmental Body, regulatory or similar investigation or enquiry)
(a "Vanoil Proceeding") having been announced or instituted by or against or
remaining outstanding against or in respect of any member of the Vanoil Group
which is or would reasonably be expected to be a Material Adverse Event and no
executive officer of the Vanoil Group having received a written notice from any
third party that any such proceedings are pending or threatened, and for the
avoidance of doubt any legal proceeding shall only be considered "announced or
instituted" for the purposes of this paragraph 1.12.1 if (i) a filing or
delivery of notice of a Vanoil Proceeding is made with any court, tribunal,
panel or other arbitration body, or (ii) a public announcement regarding a
government investigation is made by any Governmental Body or (iii) written
notice of a Vanoil Proceeding has been received by a member of the Vanoil Group;
1.12.2 there being no behaviour of a director, officer or employee of the Vanoil
Group Company that could reasonably be considered to be fraud or wilful
misconduct and which is or would reasonably be expected to be a Material Adverse
Event;
1.13 Vanoil not having discovered after the date of this Agreement that any
financial, business or other information concerning the Fluormin Group as
contained in the information Disclosed which is material in the context of the
Acquisition, was, at the time Disclosed, misleading or contained any
misrepresentation of fact or omitted to state a fact necessary to make any
information contained therein not misleading at the time Disclosed, in each case
to an extent which results in a Material Adverse Event occurring;
1.14 the Company not having discovered after the date of this Agreement that any
financial, business or other information concerning the Vanoil Group as
contained in the information Disclosed which is material in the context of the
Acquisition, was, at the time Disclosed, misleading or contained any
misrepresentation of fact or omitted to state a fact necessary to make any
information contained therein not misleading at the time Disclosed, in each case
to an extent which results in a Material Adverse Event occurring;
1.15 Vanoil having concluded the Avana Acquisition on the terms previously
Disclosed to the Company;
1.16 a transfer agreement in substantially the same form as the draft in the
agreed form being entered into between Dominion Petroleum Kenya Limited and
Avana Petroleum Kenya Limited in relation to the assignment to Avana Petroleum
Limited of a 10 per cent. Interest in Kenyan offshore exploration Block L9;
1.17 the Company (or its subsidiary) having transferred the sum of US$5 million
to Vanoil pursuant to the terms of the Loan Agreement and no event of default
having arisen under the Loan Agreement, or if an event of default has arisen
then the Company (or its subsidiary as the case may be) has irrevocably
confirmed in writing to Vanoil that it waives all its rights in respect of such
event of default.
Fluormin reserves the right to waive any of paragraphs 1.3, 1.6, 1.10, 1.12,
1.14, 1.15, 1.16 or 1.17 (the "Company Conditions"). Vanoil reserves the right
to waive any of paragraphs 1.2 to 1.17 (inclusive) other than the Company
Conditions (the "Vanoil Conditions").
Vanoil shall be under no obligation to waive (if capable of waiver), to
determine to be or remain satisfied or to treat as fulfilled any of the Vanoil
Conditions by a date earlier than the latest date for the fulfilment of that
Condition notwithstanding that the other Vanoil Conditions may at such earlier
date have been waived or fulfilled and that there are at such earlier date no
circumstances indicating that any of such Vanoil Conditions may not be capable
of fulfilment.
The Company shall be under no obligation to waive (if capable of waiver), to
determine to be or remain satisfied or to treat as fulfilled any of the Company
Conditions by a date earlier than the latest date for the fulfilment of that
Condition notwithstanding that the other Company Conditions may at such earlier
date have been waived or fulfilled and that there are at such earlier date no
circumstances indicating that any of such Company Conditions may not be capable
of fulfilment.
2. Acquisition termination rights
Vanoil and Fluormin would have the right to terminate the proposed Acquisition
with immediate effect (and upon such termination for the avoidance of doubt the
Scheme would be withdrawn) if any of the following events occur:
2.1 if any Condition becomes incapable of satisfaction or is invoked so as to
cause the Acquisition not to proceed; or
2.2 if any Clearance is not capable of being obtained; or
2.3 if (i) the Scheme is not approved by the Scheme Shareholders at the Court
Meeting by each relevant class of Scheme Shareholders; (ii) the General Meeting
Resolutions are not passed by Shareholders at the General Meeting; (iii) the
Court refuses to sanction the Scheme, confirm the Capital Reduction or grant the
Court Order, or (iv) (save as Fluormin and Vanoil may otherwise agree in
writing) the Effective Date has not occurred on or before the long stop date, as
agreed between the parties; or
2.4 a Superior Transaction is entered into with the Company at any time before
the Scheme lapses or is withdrawn; or
2.5 the recommendation of the Independent Fluormin Directors for Scheme
Shareholders to vote in favour of the Scheme, having been announced, is
subsequently either (i) withdrawn or (ii) qualified or modified adversely; or
2.6 if shareholders of Vanoil do not approve the Acquisition and/or the
allotment of the New Vanoil Shares and Warrants; or
2.7 an event of default having arisen under the Loan Agreement PROVIDED THAT in
this event the right to terminate shall only accrue to the Company and not to
Vanoil.
APPENDIX II
DEFINITIONS
The following definitions apply throughout this Announcement unless the context
requires otherwise.
"Acquisition" means the proposed acquisition by Vanoil (or
a wholly owned subsidiary of Vanoil) of the
entire issued and to be issued ordinary share
capital of Fluormin which is to be effected
by means of a Scheme;
"Acquisition Confirmation means the date of this Announcement;
Date"
"Afren" means Afren plc;
"African Plate" is a tectonic plate which includes the
continent of Africa, as well as oceanic crust
which lies between the continent and various
surrounding ocean ridges;
"AIM" means AIM, a market of the London Stock
Exchange plc;
"Avana Petroleum Limited" means Avana Petroleum Limited, a company
incorporated in the isle of Man with company
number 006779V with registered office at 34
North Quay, Douglas, Isle of Man, IM1 4LB;
"Avana Offer" means the offer by Vanoil Energy Holdings
Ltd. for the entire issued share capital of
Avana Petroleum Limited;
"Announcement" means this Announcement;
"Block L9" means oil and gas exploration Block L9 as
awarded by the Government of the Republic of
Kenya;
"boe" means barrel of oil equivalent;
"CAN$" means Canadian Dollars, the lawful currency
of Canada;
"CAN$0.75 Warrants" means a warrant granted to a person pursuant
to the terms of Vanoil's warrant instrument
dated as of the date of completion of the
Acquisition whereby such person will have the
right to subscribe for a Vanoil Share at
CAN$0.75 per share;
"CAN$1.00 Warrants" means a warrant granted to a person pursuant
to the terms of the Vanoil's warrant
instrument dated as of the date of completion
of the Acquisition whereby such person will
have the right to subscribe for a Vanoil
Share at CAN$1.00 per share;
"Capital Reduction" means the proposed reduction of the Company's
share capital in connection with the Scheme
under section 648 of the Companies 2006 Act,
including the cancellation and the
extinguishing of the Scheme Shares provided
for by the Scheme;
"Clearance" means all consents, clearances, permissions
and waivers that are required to be obtained,
all filings that are required to be made and
all waiting periods that need to have
expired, from or under the laws, regulations
or practices applied by any Relevant
Authority in connection with the
implementation of the Acquisition and which
are material in the context of the
Acquisition;
"Code" means the City Code on Takeovers and Mergers;
"Company's Data Room" means the virtual data room relating to the
Company Group;
"Company Third Party means any offer, possible offer, tender
Transaction" offer, merger, acquisition, scheme of
arrangement, dual listed company structure or
proposal or indication of interest from, or
on behalf of, any person other than Vanoil or
member of the Vanoil Group, whether or not
subject to any pre-conditions and howsoever
to be implemented, with a view to such person
together with those parties (if any) which it
is acting in concert with, directly or
indirectly, acquiring (in one transaction or
a series of transactions) (i) more than 50
per cent. of the issued or enlarged share
capital of the Company (as the case may be)
or (ii) a material part of the Fluormin
Group's business or assets;
"Conditions" means the conditions to the Acquisition, as
set out in the Implementation Agreement and
in paragraph 1 of Appendix 1;
"Court" means Her Majesty's High court if Justice of
England and Wales;
"Court Order" means the order of the Court sanctioning the
Scheme pursuant to section 899 of the
Companies Act 2006 and confirming the Capital
Reduction;
"Disclosed" means: (i) in relation to the Company,
fairly, clearly and accurately disclosed
(with sufficient details to identify the
nature and scope of the matter disclosed) in
(a) the admission document produced by the
Company dated 9 September 2011, (b) the
annual report and accounts of the Company for
the financial year ended 30 June 2012, (c)
any public announcement by or on behalf of
the Company (by the delivery of an
announcement to a Regulatory Information
Service), or (d) the documents and other
information contained in the Company's Data
Room; and (ii) in relation to Vanoil, fairly,
clearly and accurately disclosed (with
sufficient details to identify the nature and
scope of the matter disclosed) in (a) the
annual report and accounts of Vanoil for the
financial year ended 30 September 2012, (b)
the interim report and accounts of Vanoil for
the financial quarter ended 31 December 2013;
(c) any public announcement by or on behalf
of Vanoil (by the delivery of an announcement
to a Regulatory Information Service), (d) any
document filed and publicly available on the
SEDAR website at http://www.sedar.com/ under
Vanoil's profile, or (e) the documents and
other information contained in Vanoil's Data
Room;
"East Africa" means the easterly region of the African
continent;
"East African Rift" means a narrow zone in which the African
Plate is in the process of splitting into two
new tectonic plates, called the somali Plate
and the nubian plate, which are subplates or
protoplates;
"Effective Date" means the date upon which the Scheme becomes
effective pursuant to its terms;
"Encumbrances" means any interest or equity of any person
(including any right to acquire, option or
right of pre-emption) or any mortgage,
charge, pledge, lien, assignment,
hypothecation, security interest, title
retention or any other security agreement or
arrangement;
"Fluormin" or "the Company" means Fluormin plc, a company incorporated in
England and Wales with registered no.
05146673 whose registered office is at 25
Moorgate, London EC2R 6AY, United Kingdom;
"Fluormin Group" means Fluormin and its direct or indirect
subsidiaries;
"Fluormin Option" means an option to subscribe for Fluormin
Shares (whether vested or unvested as at the
date of this Announcement) which has been
granted under the Fluormin Option Plans;
"Fluormin Optionholders" means the holder of a Fluormin Option;
"Fluormin Option Plans" means the share plans operated by the
Fluormin Group being the Employee Unapproved
Share Option Plan 2004 and the Employee
Unapproved Share Option Plan 2011;
"Fluormin Shares" means the ordinary shares of 15 pence each in
the capital of the Company from time to time;
"Fluormin Shareholders" means the registered holders of Fluormin
Shares;
"General Meeting means the resolution(s) to be proposed at the
Resolutions" General Meeting for the purposes of, amongst
other things, approving and implementing the
Scheme, approving the Capital Reduction,
approving certain amendments to the articles
of association of the Company and such other
matters as may be agreed between the Company
and Vanoil as necessary or desirable for the
purposes of implementing the Scheme;
"Governmental Body" means any government, government department,
or quasi-governmental, supranational,
statutory, regulatory, environmental or
investigative body, institution or authority
(including any anti-trust or merger control
body) or any court;
"Kenya" means the republic of Kenya;
"KFC" means Kenya Fluormin Company Limited;
"KFH" means Kenya Fluormin (BVI) Holdings Limited,
incorporated and registered in the British
Virgin Islands (whose registered office is
at PO Box 3170, Road Town Tortola, British
Virgin Islands, VG1110
"Firebird Funds" means Firebird Global Master Fund, Ltd and
Firebird Global Master Fund II, Ltd;
"General Meeting" means the general meeting (including any
adjournment thereof) of the Shareholders to
be convened in connection with the Scheme;
"Independent Fluormin means the independent committee of directors
Directors" of the Company appointed for the purposes of
considering the Acquisition, currently
comprising all of the directors of the
Company other than James Passin;
"Independent Vanoil means the independent committee of directors
Directors" of Vanoil appointed for the purposes of
considering the Acquisition, currently
comprising Mr Don Padgett and Mr Larry
Hatten;
"Implementation Agreement" means the implementation agreement relating
to the proposed acquisition by Vanoil of the
entire issued and to be issued share capital
of the Company;
"Kenyan Asset" means a 10% participating interest in Kenya
offshore Block L9;
"Lower Cretaceous" generally known as the first epoch of the
cretaceous period, from 145.5 million years
ago to 99.6 million years ago;
"Material Adverse Event" means one or more changes, effects, events,
occurrences, state of facts or developments
that has, or would reasonably be expected to
have in the future, a material adverse effect
on the business, affairs, operation and/or
financial condition of the Fluormin Group,
other than: (i) a change affecting all
companies, without disproportionate impact,
carrying on business similar to that of the
Fluormin Group or Vanoil's Group (as the case
may be) in similar countries in which the
Fluormin Group or Vanoil's Group (as the case
may be) carries on business; (ii) changes
that relate to changes in stock markets,
interest rates, exchange rates, commodity
prices or other general economic conditions
outside the control of the Fluormin Group or
Vanoil's Group (as the case may be); and
(iii) movements in the market price of the
Fluormin Shares or the Vanoil Shares (as the
case may be), the result of which is
reasonably expected to lead to, or has led
to, an aggregate loss of GBP 2 million or
greater for the Fluormin Group;
"New Vanoil Shares" means the Vanoil Shares proposed to be issued
and credited as fully paid pursuant to the
Scheme;
"Ophir" means Ophir plc;
"Registrar of Companies" means the Registrar of Companies in England
and Wales;
"Relevant Authority" means any court or competition, antitrust,
national, supranational or supervisory body
or other government, governmental, quasi-
governmental, statutory, trade or regulatory
agency or body, in each case in any
jurisdiction;
"Reorganisation Record Time" means the date and time at which the Court
Order is delivered to the Registrar of
Companies;
"Sallies Limited" Sallies Limited, a wholly owned subsidiary of
Fluormin incorporated in the Republic of
South Africa;
"Scheme" means the proposed scheme of arrangement
under Part 26 of the Companies Act 2006
between the Company and the Scheme
Shareholders, with or subject to any
modification, addition or condition approved
or imposed by the Court and agreed by the
Company and Vanoil, under which the
Acquisition is proposed to be implemented;
"Scheme Document" means the document to be despatched to
(amongst others) the Scheme Shareholders
setting out the full terms of the Scheme;
"Scheme Resolutions" means the resolution(s) to be proposed at the
General Meeting for the purposes of, amongst
other things, approving and implementing the
Scheme, approving the Capital Reduction,
approving certain amendments to the articles
of association of the Company and such other
matters as may be agreed between the Company
and Vanoil as necessary or desirable for the
purposes of implementing the Scheme;
"Scheme Shareholders" means the holders of Scheme Shares;
"Scheme Shares" means: (i) the Fluormin Shares in issue at
the date of the Scheme Document; (ii) any
Fluormin Shares issued after the date of the
Scheme Document but before the Scheme Voting
Record Time; and (iii) any Fluormin Shares
issued at or after the Scheme Voting Record
Time but before the Reorganisation Record
Time in respect of which the original or any
subsequent holders thereof are, or shall have
agreed in writing to be, bound by the Scheme;
"Scheme Voting Record Time" means the time and date specified in the
Scheme Document by reference to which
entitlement to vote on the Scheme will be
determined, expected to be 6.00 p.m. on the
second day before the Court Meeting or, if
the Court Meeting is adjourned, 6.00 p.m. on
the second day before the date of such
adjourned Court Meeting;
"Seychelles" means the Republic of the Seychelles;
"Seychelles Asset" means a 25% participating interest in oil and
gas exploration Areas A and B in the
Seychelles;
"Superior Transaction" means a bona fide Company Third Party
Transaction which the Independent Fluormin
Directors consider, acting reasonably and in
good faith and after consultation with the
Company's legal and financial advisers (or,
if the Independent Fluormin Directors appoint
legal and financial advisers, their legal and
financial advisers), is likely (on the
balance of probabilities) to be capable of
being completed in accordance with its terms
taking into account all financial, regulatory
and other aspects of such proposal (including
the ability of the proposing party to
complete the transactions contemplated by
such proposal) and which, if completed, would
be superior to the Acquisition from a
financial point of view for the Scheme
Shareholders, and which the Independent
Fluormin Directors are minded to recommend;
"Takeover Offer" means an offer for the entire issued and to
be issued share capital of Fluormin conducted
by way of a takeover;
"TSX-V" means the TSX Venture Exchange, a market of
the Toronto Stock Exchange;
"Vanoil's Data Room" means the virtual data room related to
Vanoil;
"Vanoil Energy Holdings Ltd" means Vanoil Energy Holdings Ltd, a company
incorporated in the British Virgin Islands,
with company number 1745048 whose registered
office is at Sea Meadow House, Blackburne
Highway, PO Box 116 Road Town, Tortola,
British Virgin Islands;
"Vanoil Energy Ltd." means Vanoil Energy Ltd., a company created
under the laws of British Columbia under
incorporation number BC0860461 and having its
principal address at Suite 900, 595 Howe
Street, Vancouver, British Columbia V6C 2T5,
Canada
"Vanoil Group" means Vanoil and its direct or indirect
subsidiaries;
"Vanoil Shares" means the common shares of no par value in
the capital of Vanoil;
"Warrants" means a CAN$1.00 Warrant and/or CAN$0.75
Warrant (as the context requires);
"US$" means United States dollars, being the lawful
currency of the United States of America; and
"GBP" means pounds sterling, the lawful currency of
Great Britain and Northern Ireland.
FOR FURTHER INFORMATION PLEASE CONTACT:
Vanoil Energy Ltd.
Malcolm Burke
604-689-1515
Vanoil Energy Ltd.
Don Padgett
604-689-1515
dp@primarycapital.net
www.vanoil.ca
Vanoil Energy Ltd. (TSXV:VEL)
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Vanoil Energy Ltd. (TSXV:VEL)
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