TIDMSMDR
RNS Number : 2668G
Salamander Energy PLC
02 March 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION
For immediate release
2 March 2015
Recommended acquisition of Salamander Energy plc by Ophir Energy
plc
Court confirmation of Capital Reduction and Scheme Effective
On 24 November 2014, the boards of Salamander Energy plc
("Salamander") and Ophir Energy plc ("Ophir") announced the terms
of a recommended acquisition by Ophir of the entire issued and to
be issued share capital of Salamander (the "Offer"), to be effected
by means of a Court-sanctioned scheme of arrangement under Part 26
of the Companies Act 2006 (the "Scheme"). The circular to
shareholders of Salamander in connection with the Scheme (the
"Scheme Document") was posted on 14 January 2015.
Further to the announcement made by Salamander on 25 February
2015 that the High Court of Justice had sanctioned the Scheme (the
"First Court Order"), Salamander announces that the High Court of
Justice has, today, made an order confirming the Capital Reduction
(the "Second Court Order"). The First Court Order was delivered to
the Registrar of Companies on 25 February 2015 and the Second Court
Order has, today, been delivered to the Registrar of Companies.
Accordingly, the Scheme has now become effective in accordance with
its terms.
Scheme Shareholders on the register at the Scheme Record Time,
being 6:00 p.m. on 27 February 2015, will receive 0.5719 of a New
Ophir Share for each Scheme Share held.
As announced earlier today, the listing of the Salamander Shares
on the Official List and admission to trading of the Salamander
Shares on the London Stock Exchange were suspended with effect from
7:30 a.m. today. The cancellation of the listing of the Salamander
Shares on the Official List and admission to trading of Salamander
on the London Stock Exchange is expected to take place by no later
than 8:00 a.m. on 3 March 2015.
Settlement of New Ophir Shares held through CREST is expected to
take place by 8:00 a.m. (London time) on 3 March 2015. The latest
date for despatch of share certificates in relation to the New
Ophir Shares to be held in certificated form is 16 March 2015.
Terms and expressions used in this announcement and not
otherwise defined shall, unless defined herein or the context
otherwise requires, have the same meanings as given to them in the
Scheme Document.
Enquiries:
Salamander
+44 20 7432 2680
Goldman Sachs International
(Lead Financial Adviser
to Salamander)
Andrew Fry, Managing Director
Nimesh Khiroya, Managing
Director
+44 20 7774 1000
Jefferies Hoare Govett
(Corporate Broker to Salamander)
Chris Zeal
Graham Hertrich
+44 20 7029 8000
Macquarie Capital (Europe)
Limited
(Rule 3 Adviser to Salamander)
Jon Fitzpatrick, Senior
Managing Director
Andrew Jones, Associate
Director
+44 20 3037 2000
Tulchan Communications
(Communications Adviser
to Salamander)
Martin Pengelley
Stephen Malthouse
+44 20 7353 4200
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities or any vote for approval in
any jurisdiction pursuant to the Offer or otherwise. The Offer is
being made solely by means of the Scheme Document, which contains
the full terms and conditions of the Offer, including details of
how to vote in respect of the Offer. Any decision in respect of, or
other response to, the Offer should be made only on the basis of
the information contained in the Scheme Document and the
Prospectus.
This announcement has been prepared for the purposes of
complying with English law and the City Code on Takeovers and
Mergers (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.
The distribution of this announcement in jurisdictions outside
the United Kingdom may be restricted by law and therefore persons
into whose possession this announcement comes should inform
themselves about, and observe, such restrictions. Any failure to
comply with the restrictions may constitute a violation of the
securities law of any such jurisdiction.
Goldman Sachs International, which is authorised by the
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the
United Kingdom, is acting exclusively for Salamander and no one
else in connection with the Offer and the other matters referred to
in this announcement, and will not be responsible to anyone other
than Salamander for providing the protections afforded to clients
of Goldman Sachs International or for providing advice in relation
to the Offer or in connection with the other matters referred to in
this announcement.
Jefferies Hoare Govett, a division of Jefferies International
Limited, which is authorised and regulated in the United Kingdom by
the Financial Conduct Authority, is acting exclusively for
Salamander and no one else in connection with the Offer and the
other matters referred to in this announcement, and will not be
responsible to anyone other than Salamander for providing the
protections afforded to clients of Jefferies Hoare Govett, a
division of Jefferies International Limited, nor for providing
advice in relation to the Offer or in connection with the other
matters referred to in this announcement.
Macquarie Capital (Europe) Limited, which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom,
is acting exclusively for Salamander and no one else in connection
with the Offer and the other matters referred to in this
announcement, and will not be responsible to anyone other than
Salamander for providing the protections afforded to clients of
Macquarie Capital (Europe) Limited or for providing advice in
relation to the Offer or in connection with the other matters
referred to in this announcement.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3:30 p.m. (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% 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 p.m. (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 at
www.salamander-energy.com no later than 12:00 noon (London time) on
3 March 2015 (being the business day following the date of this
announcement) in accordance with Rule 30.4 of the Code. The content
of the website referred to in this announcement is not incorporated
into and does not form part of this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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