TIDMFOGL TIDMDES
RNS Number : 6108U
Falkland Oil and Gas Limited
03 December 2013
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
3 December 2013
Falkland Oil and Gas Limited ("FOGL")
Combination Update - Suspension and cancellation of Desire
Petroleum plc ("Desire") shares
FOGL, the oil and gas exploration company focused on its
extensive licence areas to the South and East of the Falkland
Islands is pleased to note Desire's announcement today that
following application by Desire to the London Stock Exchange,
trading in Desire shares will be suspended at 7:30 a.m. on 5
December 2013 and cancellation of the admission of Desire shares to
trading on AIM will take place at 7:00 a.m. on 6 December 2013.
The Court hearing to sanction the Scheme and confirm the
reduction of capital of Desire is scheduled to take place on 5
December 2013.
Terms and expressions used in this announcement shall, unless
the context otherwise requires, have the same meanings as given to
them in the circular sent to shareholders of FOGL on 23 October
2013.
For further information, please contact:
Enquiries:
FOGL
Tim Bushell, Chief Executive Officer +44 (0)20 7563 1260
RBC Europe Limited (Financial Adviser,
Joint Broker and NOMAD to FOGL)
Matthew Coakes / Jeremy Low / Mark Rushton +44 (0)20 7653 4000
Jefferies International Limited (Financial
Adviser and Joint Broker to FOGL)
Richard Kent / Chris Zeal / Graham Hertrich +44 (0)20 7029 8000
Media Enquiries:
FTI Consulting (PR Adviser to FOGL)
Ed Westropp / Natalia Erikssen +44 (0)207 831 3113
The Combination will be made on the terms and subject to the
conditions and further terms set out in the Scheme Document.
RBC Europe Limited, which is authorised by the Prudential
Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority is acting
exclusively for FOGL and no one else in connection with the
Combination and this announcement and will not be responsible to
anyone other than FOGL for providing the protections afforded to
clients of RBC Europe Limited, or for providing advice in
connection with the Combination or any matter referred to
herein.
Jefferies International Limited, which is authorised and
regulated in the UK by the Financial Conduct Authority, is acting
exclusively for FOGL and no one else in connection with the
Combination and this announcement and will not be responsible to
anyone other than FOGL for providing the protections afforded to
clients of Jefferies nor for providing advice in connection with
the Combination or any matter referred to herein.
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 securities,
pursuant to the Combination or otherwise. The Combination will be
made solely by means of the Scheme Document, which contains the
full terms and conditions of the Combination, including details of
how to vote in favour of the Scheme. Desire and FOGL urge Desire
Shareholders to read the Scheme Document which is being distributed
to Scheme Shareholders (with the exception of certain Scheme
Shareholders in Restricted Jurisdictions), as it contains important
information relating to the Combination.
This announcement does not constitute a prospectus or prospectus
equivalent document.
This announcement has been prepared for the purpose of complying
with English law and the Code and the information disclosed may not
be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of
jurisdictions outside the United Kingdom.
Overseas shareholders
The release, publication or distribution of this announcement,
the FOGL Circular or the Scheme Document 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 FOGL or required by the Code and
permitted by applicable law and regulation, the Combination 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, and the Combination will not be capable of acceptance
from or within a Restricted Jurisdiction. Accordingly, copies of
this announcement and all documentation relating to the Combination
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 Combination (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 any purported acceptance of the Combination.
The availability of the Combination to Desire Shareholders who
are not resident in the United Kingdom 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.
Further details in relation to overseas Desire Shareholders are
contained in the Scheme Document.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange offeror,
save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom
Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant
dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on website
A copy of this announcement will be made available, free of
charge subject to certain restrictions relating to persons resident
in Restricted Jurisdictions, at www.fogl.com and
www.desireplc.co.uk by no later than 12 noon (London time) on the
business day following the date of this announcement.
You may request a hard copy of this announcement, free of
charge, by contacting Capita Registrars on +44 (0) 871 664
0300.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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