TIDMHOIL
RNS Number : 2648K
Heritage Oil PLC
23 June 2014
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
23 June 2014
RECOMMENDED CASH ACQUISITION
of
HERITAGE OIL PLC
by
ENERGY INVESTMENTS GLOBAL LTD
a wholly owned subsidiary of
AL MIRQAB CAPITAL SPC
to be effected
by means of a Scheme of Arrangement
under the Companies (Jersey) Law 1991
RESULTS OF THE COURT MEETING, EXTRAORDINARY GENERAL MEETING AND
INDEPENDENT SHAREHOLDERS' MEETING
Heritage Oil Plc ("Heritage") is pleased to announce that, at
the Court Meeting, the Extraordinary General Meeting and the
Independent Shareholders Meeting convened earlier today in respect
of the proposed acquisition by Energy Investments Global Ltd.
("Bidco") of the entire issued and to be issued ordinary share
capital of Heritage (other than the Retained Shares and the
Excluded Shares) (the "Acquisition"), Heritage Shareholders
approved all the resolutions proposed at all three meetings by the
requisite majorities;
-- Court Meeting:
166 Independent Shareholders, representing 97.41 per cent. of
the of the voting rights of Independent Shareholders present and
voting (either in person or by proxy) and a majority in number,
voted in favour of the resolution to approve the Scheme.
-- Extraordinary General Meeting:
99.44 per cent. of the votes cast by Heritage Shareholders
(either in person or by proxy) voted in favour of the Special
Resolution to approve implementation of the Scheme and 99.45 per
cent. of the votes cast by Heritage Shareholders (either in person
or by proxy) voted in favour of the Special Resolution to approve
certain other related matters as set out in the Scheme
Circular.
-- Independent Shareholders' Meeting:
98.49 per cent. of the votes cast by Independent Shareholders
(either in person or by proxy) voted in favour of the Ordinary
Resolution to approve the Buckingham Arrangements.
Further details of the votes cast are provided below.
The Acquisition is being implemented by means of a scheme of
arrangement pursuant to Article 125 of the Companies (Jersey) Law
1991, (the "Scheme").
Full details of these resolutions were set out in the Notices of
the Court Meeting, Extraordinary General Meeting and Independent
Shareholders Meeting contained in the circular to Heritage
Shareholders dated 27 May 2014 (the "Scheme Circular").
Terms and expressions in this announcement shall, unless the
context otherwise requires, have the same
meanings as given to them in the Scheme Circular.
The number of Heritage Shares in issue at 6:00pm on 20 June 2014
was 277,925,878, excluding treasury shares held by Heritage.
Court Meeting
The Court Meeting, convened in accordance with the order of the
Court dated 27 May 2014, sought approval from Independent
Shareholders for the Scheme.
The resolution proposed at the Court Meeting was decided on a
poll.
A majority in number of Independent Shareholders, representing
97.41 per cent. of the voting rights of Independent Shareholders
present and voting (either in person or by proxy), voted in favour
of the resolution to approve the Scheme. Accordingly, the
resolution proposed at the Court Meeting was duly passed on a poll
vote.
Details of the votes cast are as follows:
Resolution Number of % of Independent Number of % of Ordinary Number of Ordinary
to approve Independent Shareholders Ordinary Shares voted Shares voted as
the Scheme Shareholders who voted Shares voted by Independent a % of the total
who voted by Independent Shareholders number of Ordinary
Shareholders at the Court Shares held by
at the Court Meeting Independent Shareholders
Meeting
------------- -------------- ----------------- ---------------- ---------------- --------------------------
FOR 166 85.13 72,636,336 97.41 39.64
------------- -------------- ----------------- ---------------- ---------------- --------------------------
AGAINST 29 14.87 1,932,139 2.59 1.05
------------- -------------- ----------------- ---------------- ---------------- --------------------------
TOTAL 195 100 74,568,475 100 40.69
------------- -------------- ----------------- ---------------- ---------------- --------------------------
Extraordinary General Meeting
The Special Resolution was proposed at the Heritage
Extraordinary General Meeting to (i) approve implementation of the
Scheme and (ii) to approve certain other related matters as set out
in the Scheme Circular. The Special Resolution was decided on a
poll and duly passed. Details of the votes cast are as follows:
Number of Ordinary % of Ordinary Shares Number of Ordinary
Shares who voted at voted at the Extraordinary Shares voted as a
the Extraordinary General Meeting % of the issued ordinary
General Meeting share capital
------------------ --------------------- ---------------------------- --------------------------
Special Resolution (i) to approve implementation of the Scheme
---------------------------------------------------------------------------------------------------
FOR 187,547,183 99.44 67.48
------------------ --------------------- ---------------------------- --------------------------
AGAINST 1,049,853 0.56 0.38
------------------ --------------------- ---------------------------- --------------------------
WITHHELD(1) 1,623,605 - -
------------------ --------------------- ---------------------------- --------------------------
TOTAL (excluding
WITHHELD) 188,597,036 100 67.86
------------------ --------------------- ---------------------------- --------------------------
Special Resolution (ii) to approve certain other related matters
as set out in the Scheme Circular
---------------------------------------------------------------------------------------------------
FOR 188,200,205 99.45 67.71
------------------ --------------------- ---------------------------- --------------------------
AGAINST 1,047,526 0.55 0.38
------------------ --------------------- ---------------------------- --------------------------
WITHHELD 972,910 - -
------------------ --------------------- ---------------------------- --------------------------
TOTAL (excluding
WITHHELD) 189,247,731 100 68.09
------------------ --------------------- ---------------------------- --------------------------
Independent Shareholders' Meeting
The Ordinary Resolution was proposed at the Heritage Independent
Shareholders' Meeting to approve the Buckingham Arrangements. The
Ordinary Resolution was decided on a poll and duly passed. Details
of the votes cast are as follows:
Ordinary Resolution Number of Ordinary % of Ordinary Shares Number of Ordinary
to approve Shares voted voted by Independent Shares voted as a %
the Buckingham by Independent Shareholders at the of the total number
Arrangements Shareholders Independent Shareholders' of Ordinary Shares
Meeting held by Independent
Shareholders
--------------------- ------------------- --------------------------- ---------------------
FOR 60,448,611 98.49 32.98
--------------------- ------------------- --------------------------- ---------------------
AGAINST 929,823 1.51 0.51
--------------------- ------------------- --------------------------- ---------------------
WITHHELD 1,637,928 - -
--------------------- ------------------- --------------------------- ---------------------
TOTAL (excluding
WITHHELD) 61,378,434 100 33.49
--------------------- ------------------- --------------------------- ---------------------
Next Steps and Timetable
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 Court Hearing at
the Royal Court of Jersey. A full list of the Conditions to the
implementation of the Acquisition is included in the Scheme
Document.
The expected timetable of principal events for the
implementation of the Scheme is set out on page 8 of the
Scheme Circular. The date of the Court hearing to sanction the
Scheme is expected to be 27 June 2014.
An application will be made to suspend the listing of Heritage
Shares on the premium listing segment of the Official List of the
UK Listing Authority and to suspend trading in Heritage Shares on
the main market for listed securities of the London Stock Exchange.
Such suspensions are expected to occur by no later than 7.30 a.m.
(London time) on 27 June 2014.
If the Court sanctions the Scheme it is further intended that an
application will be made by the Company to the UK Listing Authority
for the cancellation of the listing of Heritage Shares on the
Official List and to the London Stock Exchange for the cancellation
of trading of Heritage Shares on the London Stock Exchange's main
market for listed securities. Such cancellations are expected to
occur by no later than 8.00 a.m. (London time) on 1 July 2014.
The Scheme is expected to become effective on 30 June 2014.
Settlement of the consideration to which any holder of Scheme
Shares is entitled under the Acquisition will be
effected as soon as practicable after the date on which the
Scheme becomes effective and in any event not later than 14 days
after that date.
The dates stated above are indicative only and will depend,
among other things, on the dates upon which the
Court sanctions the Scheme and the date on which the Conditions
are satisfied or (if capable of waiver) waived. If any of the key
dates set out in the expected timetable change, the revised dates
will be notified to Heritage Shareholders by announcement through a
Regulatory Information Service.
Enquiries:
Heritage Telephone: +44 (0) 1534 835 400
Paul Atherton
Robert Fagg
info@heritageoilplc.com
Heritage - Investor Relations Telephone: +44 (0) 20 7518 0838
Tanya Clarke Telephone: +44 (0) 20 7518 0827
Claire Harrison
ir@heritageoilplc.com
Canada Telephone: +1 416 868 1079 x231
Cathy Hume (cathy@chfir.com) Telephone: +1 416 868 1079 x225
Jeanny So (jeanny@chfir.com)
J.P. Morgan Cazenove Telephone: +44 (0) 20 7742 4000
Financial Adviser and Corporate
Broker to Heritage
Barry Weir
James Taylor
James Robinson
Jamie Riddell
FTI Telephone: +44 (0)20 3727 1000
PR Adviser to Heritage
Ben Brewerton
John Waples
heritageoil.sc@fticonsulting.com
Deutsche Bank Telephone: +44 (0) 20 7545 8000
Financial Adviser to Al Mirqab
Cathal Deasy
Charles Wilkinson
Chris Raff
QInvest Telephone: +974 4405 6666
Financial Adviser to Al Mirqab
Caspar Warre
Further Information
This announcement is not intended to and does not constitute or
form part of any offer to sell or subscribe for or any invitation
to purchase or subscribe for any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the
Acquisition or otherwise. The Acquisition will be made solely
pursuant to the terms of the Scheme Document which will contain the
full terms and conditions of the Acquisition, including details of
how to vote in respect of the Acquisition. Any decision in respect
of, or other response to, the Acquisition should be made only on
the basis of the information contained in the Scheme Document.
Deutsche Bank AG is authorised under German Banking Law
(competent authority: BaFIN - Federal Financial Supervisory
Authority). Deutsche Bank AG, London Branch is further authorised
by the Prudential Regulation Authority and is subject to limited
regulation by the Financial Conduct Authority and Prudential
Regulation Authority. Deutsche Bank is acting as financial adviser
to Al Mirqab and no one else in connection with the Acquisition and
will not be responsible to anyone other than Al Mirqab for
providing the protections afforded to its clients or for providing
advice in connection with the Acquisition or any matter referred to
herein.
QInvest LLC is authorised and regulated in Qatar by the Qatar
Finance Centre Regulatory Authority. QInvest is acting as financial
adviser to Al Mirqab and no one else in connection with the
contents of this announcement and will not be responsible to anyone
other than Al Mirqab for providing the protections afforded to its
clients or for providing advice in connection with the contents of
this announcement or any matter referred to herein.
J.P. Morgan Limited is authorised and regulated in the United
Kingdom by the FCA. J.P. Morgan Securities plc is authorised in the
United Kingdom by the PRA and regulated by the FCA and the PRA.
J.P. Morgan Limited and J.P. Morgan Securities plc conduct their
respective UK investment banking business as J.P. Morgan Cazenove.
J.P. Morgan Limited and J.P. Morgan Securities plc are acting,
respectively, as sole financial adviser and broker exclusively for
Heritage and no one else in connection with the matters set out in
this announcement and will not regard any other person as their
client in relation to the matters set out in this announcement and
will not be responsible to anyone other than Heritage for providing
the protections afforded to clients of J.P. Morgan Limited or J.P.
Morgan Securities plc, nor for providing advice in relation to any
matter referred to herein.
Overseas jurisdictions
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom and Jersey may be
restricted by law and therefore any persons who are subject to the
laws of any jurisdiction other than the United Kingdom or Jersey
should inform themselves about, and should observe, any applicable
requirements. In particular the ability of persons who are not
resident in the United Kingdom or Jersey to vote their Ordinary
Shares at the Extraordinary General Meeting or the Independent
Shareholders' Meeting or with respect to the Scheme at the Court
Meeting, or to execute and deliver Forms of Proxy appointing
another to vote at a Meeting on their behalf, may be affected by
the laws of the relevant jurisdictions in which they are located.
Any failure to comply with these requirements may constitute a
violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and
persons involved in the Acquisition disclaim any responsibility or
liability for the violation of such requirements by any person.
This announcement has been prepared for the purposes of complying
with UK law, the Listing Rules, the rules of the London Stock
Exchange and the Code and the information disclosed may not be the
same as that which would have been disclosed if this document had
been prepared in accordance with the laws of jurisdictions outside
of the UK.
Unless otherwise determined by Al Mirqab or required by the City
Code, and permitted by applicable law and regulation, the
Acquisition will not be made available, directly or indirectly, in,
into or from a jurisdiction where to do so would violate the laws
in that jurisdiction and no person may vote in favour of the
Acquisition by any such use, means, instrumentality or form within
any jurisdiction if to do so would constitute a violation of the
laws of 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 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 where to do so would violate the laws in that
jurisdiction. If the Acquisition is implemented by way of a
Takeover Offer (unless otherwise permitted by applicable law and
regulation), the Acquisition may not be made directly or
indirectly, in or into, or by the use of mails or any means or
instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate
or foreign commerce of or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the
Acquisition may not be capable of acceptance by any such use,
means, instrumentality or facilities.
The availability of the Acquisition to Heritage Shareholders who
are not resident in the United Kingdom or Jersey may be affected by
the laws of the relevant jurisdictions in which they are resident.
Persons who are not resident in the United Kingdom or Jersey should
inform themselves of, and should observe, any applicable
requirements.
Heritage is a reporting issuer in the Canadian provinces of
British Columbia, Alberta and Ontario. However, Heritage has
disclosed publicly that it is a "designated foreign issuer" within
the meaning of NI 71-102 and as such it satisfies securities
legislation requirements relating to information circulars, proxies
and proxy solicitation provided it complies with the requirements
in Section 5.7 of NI 71-102, including, inter alia, complying with
the foreign disclosure requirements relating to proxy statements,
proxies and proxy solicitation. Furthermore, as of 30 April 2014,
the date of the announcement of the proposed Acquisition, Ordinary
Shares held by beneficial owners in Canada constitute less than two
per cent of the outstanding Ordinary Shares of Heritage.
Accordingly, although Heritage is a reporting issuer in the
aforementioned jurisdictions, this announcement has not been
prepared in accordance with disclosure requirements applicable in
Canada.
Heritage has also received discretionary relief from the
applicable securities regulators in Canada for relief from NI
51-101. The effect of this relief is that while Heritage is a
reporting issuer in Canada, it is not required to comply with the
oil and gas disclosure requirements of NI 51-101, and this
announcement was not prepared in accordance with such
requirements.
NOTICE TO US HOLDERS OF ORDINARY SHARES
US Holders should note that the Acquisition relates to the
shares of a Jersey company and is being made by means of a scheme
of arrangement provided for under Jersey company law. A transaction
effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under the US
Exchange Act. Accordingly, the Acquisition is subject to the
disclosure requirements and practices applicable in Jersey to
schemes of arrangement which differ from the disclosure
requirements of United States tender offer and proxy solicitation
rules. If, in the future, Al Mirqab exercises the right to
implement the Acquisition by way of a Takeover Offer and determines
to extend the offer into the United States, the Acquisition will be
made in compliance with applicable United States laws and
regulations. Financial information included in this announcement
has been or will have been prepared in accordance with accounting
standards applicable in the United Kingdom and/or Jersey that may
not be comparable to financial information of US companies or
companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the United
States.
The receipt of cash pursuant to the Acquisition by a US Holder
as consideration for the transfer of its Scheme Shares pursuant to
the Scheme may be a taxable transaction for US federal income tax
purposes and under applicable US state and local, as well as
foreign and other, tax laws. Each US Holder is urged to consult its
independent professional adviser immediately regarding the tax
consequences of the Acquisition applicable to it.
It may be difficult for US Holders to enforce their rights and
claims arising out of the US federal securities laws, since
Heritage and Al Mirqab are located in countries other than the US,
and some or all of their officers and directors may be residents of
countries other than the US. US Holders may not be able to sue a
non-US company or its officers or directors in a non-US court for
violations of US securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to
a US court's judgment.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, Al Mirqab or its nominees, or its
brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, Ordinary Shares outside
of the US, other than pursuant to the Acquisition, until the date
on which the Scheme becomes effective, lapses or is otherwise
withdrawn. 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 UK, will be reported to the Regulatory News Service of the
London Stock Exchange and will be available on the London Stock
Exchange website at
http://www.londonstockexchange.com/prices-and-markets/markets/prices.htm
Dealing and Opening Position Disclosure requirements
Under Rule 8.3(a) of the City Code, any person who is interested
in 1 per cent. or more of any class of relevant securities of an
offeree company (which for the purposes of the Offer includes both
the Ordinary Shares and the Exchangeable Shares) 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 City 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 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 Takeover Panel's Market
Surveillance Unit on +44 (0)20 7658 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 and hard copies
A copy of this announcement will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Heritage's website at www.heritageoilplc.com by
no later than 12 noon (London time) on the business day following
this announcement. For the avoidance of doubt, the contents of the
above website are not incorporated and do not form part of this
announcement.
You may request a hard copy of this document and all information
incorporated into this document by reference to another source by
contacting the Shareholder Helpline on 0870 707 4040 (or, from
outside the United Kingdom, +44 (0)870 707 4040) or by submitting a
request in writing to Computershare Investor Services (Jersey)
Limited at Queensway House, Hilgrove Street, St. Helier, JE1 1ES,
Jersey, Channel Islands. Documents so requested will be despatched
within two Business Days. You may also request that all future
documents, announcements and information to be sent to you in
relation to the Acquisition should be in hard copy form.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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