TIDMAMER TIDM0MDP
RNS Number : 5475T
Amerisur Resources PLC
15 November 2019
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 OF
THAT JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014
FOR IMMEDIATE RELEASE
15 November 2019
RECOMMED CASH ACQUISITION
of
AMERISUR RESOURCES PLC
by
GEOPARK LIMITED
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
1. Summary and Highlights
-- The boards of Amerisur Resources Plc ("Amerisur") and GeoPark
Limited ("GeoPark") are pleased to announce that they have reached
agreement on the terms of a recommended cash acquisition pursuant
to which GeoPark Colombia S.A.S. ("GeoPark Colombia"), a wholly
owned subsidiary of GeoPark, will acquire the entire issued and to
be issued ordinary share capital of Amerisur (the "Transaction").
The Transaction is to be effected by means of a scheme of
arrangement under Part 26 of the 2006 Act which is expected to
become Effective in December 2019 or January 2020 (although GeoPark
Colombia reserves the right to effect the Transaction by way of a
Takeover Offer with the consent of the Panel (where necessary) and
in accordance with the Cooperation Agreement).
-- The Transaction follows from a strategic review including a
formal sales process announced by Amerisur on 19 July 2019 under
the Takeover Code (the "FSP") to maximise value for shareholders.
As part of the FSP, multiple interested parties received access to
data through virtual and physical data rooms and management
presentations in Bogota, following which the Amerisur Board
received a number of proposals.
-- Pursuant to the terms of the Transaction, each Amerisur
Shareholder will be entitled to receive:
o for each Amerisur Share: 19.21 pence in cash
-- The Transaction values the entire issued and to be issued
share capital of Amerisur at approximately GBP242 million and
represents a premium of:
o approximately 58.8 per cent. to the Closing Price per Amerisur
Share of 12.1 pence on 18 July 2019 (being the last Business Day
prior to the commencement of the Offer Period);
o approximately 55.0 per cent. to the volume weighted average
share price for the one month period ending 18 July 2019 (being the
last Business Day prior to the commencement of the Offer Period) of
12.4 pence per Amerisur Share; and
o approximately 53.6 per cent. to the volume weighted average
share price for the three month period ending 18 July 2019 (being
the last Business Day prior to the commencement of the Offer
Period) of 12.5 pence per Amerisur Share.
2. Recommendation
-- The Amerisur Directors, who have been so advised by BMO
Capital Markets Limited ("BMO") as to the financial terms of the
Transaction, consider the terms of the Transaction to be fair and
reasonable. In providing its advice to the Amerisur Directors, BMO
has taken into account the commercial assessments of the Amerisur
Directors. BMO is providing independent financial advice to the
Amerisur Directors for the purposes of Rule 3 of the Code.
-- Accordingly, the Amerisur Directors intend unanimously to
recommend that Amerisur Shareholders vote in favour of the
resolutions relating to the Transaction at the Amerisur Shareholder
Meetings (or in the event that the Transaction is implemented by
Takeover Offer (with the consent of Amerisur), to accept or procure
acceptance of such offer) as the Amerisur Directors have
irrevocably undertaken to do in respect of their own beneficial
holdings totalling 59,881,111 Amerisur Shares (representing
approximately 4.9 per cent. of the existing issued ordinary share
capital of Amerisur). Further details of these irrevocable
undertakings are set out in Appendix 3 to the announcement.
3. Irrevocable Undertakings
-- In addition to the above-mentioned irrevocable undertakings
from the Amerisur Directors, GeoPark and GeoPark Colombia have also
received irrevocable undertakings from Canaccord Genuity Limited
and Michinoko Limited to vote, or procure the voting, to approve
the Scheme at the Amerisur Court Meeting and vote, or procure the
voting, in favour of the Special Resolution at the Amerisur General
Meeting in respect of a total of 229,142,585 Amerisur Shares,
representing approximately 18.9 per cent. of the existing issued
ordinary share capital of Amerisur.
-- Therefore, as at the date of this announcement, GeoPark and
GeoPark Colombia have received irrevocable undertakings to vote, or
procure the voting, to approve the Scheme at the Amerisur Court
Meeting and vote, or procure the voting, in favour of the Special
Resolution at the Amerisur General Meeting with respect to a total
of 289,023,696 Amerisur Shares, representing approximately 23.8 per
cent. of the existing issued ordinary share capital of Amerisur.
Further details of the above-mentioned irrevocable undertakings are
set out in Appendix 3 to this announcement.
4. Break Fee Payment
-- Amerisur has agreed to pay to GeoPark a break fee payment in
the amount of GBP2.42 million in cash if, following this
announcement, an Independent Competing Transaction subsequently
becomes or is declared unconditional in all respects or is
completed or becomes effective, as agreed in the Cooperation
Agreement (as defined in paragraph 13 below).
5. Financing
-- The cash consideration payable by GeoPark Colombia pursuant
to the terms of the Transaction will be funded by a new facilities
agreement entered into by GeoPark Colombia as borrower and Itaú and
Citibank N.A. as lenders in an aggregate amount of $315
million.
-- In accordance with Rule 2.7(d) of the Code, N.M. Rothschild
& Sons Limited ("Rothschild & Co"), as sole financial
adviser to GeoPark, is satisfied that sufficient resources are
available to GeoPark Colombia to satisfy in full the cash
consideration payable to Amerisur Shareholders pursuant to the
terms of the Transaction.
6. Timetable and Conditions
-- Subject to, among other things, the satisfaction or (where
applicable) the waiver of the Conditions, the Scheme is expected to
become Effective in December 2019 or January 2020.
-- The Transaction is conditional on, among other things: (i)
receiving the required approvals from ANH and SIC; (ii) the
approval of the Scheme Shareholders at the Amerisur Court Meeting
and the passing of the Special Resolution(s) relating to the
Transaction at the Amerisur General Meeting; and (iii) the sanction
of the Court.
-- The Transaction will be put to Amerisur Shareholders at the
Amerisur Court Meeting and at the Amerisur General Meeting which
are currently expected to be held in December 2019 or January 2020.
In order to become Effective, the Scheme must be approved by a
majority in number of the Amerisur Shareholders voting at the
Amerisur Court Meeting, either in person or by proxy, representing
at least 75 per cent. in value of the Amerisur Shares voted. In
addition, a special resolution, to deal with certain matters
ancillary to the Scheme, must be passed by Amerisur Shareholders
representing at least 75 per cent. of the votes cast at the
Amerisur General Meeting.
-- Further details of the Transaction and the expected timetable
will be contained in the Scheme Document that will be posted to
Amerisur Shareholders along with the notice of Amerisur Court
Meeting and Amerisur General Meeting and the Forms of Proxy as soon
as practicable. The Scheme Document will also contain an updated
reserves valuation reported on in accordance with Rule 29 of the
Takeover Code.
Commenting on the Transaction, Giles Clarke, Chairman of
Amerisur, said:
"The FSP has been a very thorough exercise with multiple parties
provided with access to data rooms and management presentations
held in Bogota. The cash offer from GeoPark Colombia of 19.21 pence
per share represents a premium of almost 60% to Amerisur's share
price prior to the FSP and is an attractive proposition for
Amerisur and its shareholders, particularly when compared to recent
public markets acquisitions in the sector. The market for Amerisur
has been fully tested and the Board is unanimously recommending
this condition light offer to shareholders."
Commenting on the Transaction, John Wardle, Chief Executive
Officer of Amerisur, said:
"Today underlines the success Amerisur has achieved in building
an attractive E&P business in Colombia. The strategic portfolio
of assets is an excellent fit for GeoPark, which, as a leading
independent Latin American E&P, is well positioned to maximise
the potential. The transaction presents a significant opportunity
for our stakeholders in Colombia and, given GeoPark's existing
presence, will ensure the continuity of our partnerships in
country. I would like to personally thank our dedicated colleagues
for their hard work and commitment over the past twelve years."
Commenting on the Transaction, James Park, CEO of GeoPark,
said:
"A consistent pillar of GeoPark's long term value proposition
has been and will continue to be inorganic growth, including
M&A and block acquisitions. We congratulate the Amerisur team
for building a strong growing business which represents an
excellent technical, economic and strategic fit with GeoPark's
risk-balanced portfolio of cashflow-generating assets with
significant upside potential across Latin America. Amerisur's asset
base in Putumayo will provide GeoPark with access to an
underexplored high potential basin, as part of our larger
Marañon-Oriente-Putumayo strategy in the region and with an
operating export pipeline. Additionally, with the incorporation of
the CPO-5 block, operated by our strategic partner ONGC, and
adjacent to our prized Llanos 34 block and nearby recently awarded
exploratory blocks, GeoPark would now have a contiguous land
position of more than one million gross acres in one of the most
productive areas of the Llanos basin in Colombia, containing
multiple development and exploratory opportunities. GeoPark's most
effective value creation tool has been its successful track record
of finding oil and gas - and this new high-impact acreage
represents an exciting and expanded growth fairway for us"
This summary should be read in conjunction with, and is subject
to, the full text of the following announcement (including its
Appendices). The Transaction will be subject to the Conditions and
certain further terms set out in Appendix 1 and to the full terms
and conditions to be set out in the Scheme Document. Appendix 2
contains the sources and bases of certain information contained in
this summary and the following announcement. Appendix 3 contains
details of the irrevocable undertakings received by GeoPark and
GeoPark Colombia. Appendix 4 contains the definitions of certain
terms used in this summary and the following announcement.
Enquiries:
Amerisur Tel: +44 (0)330 333
Nathan Piper, Head of Business Development 8273
and Comms
BMO Capital Markets (Lead Financial Adviser Tel: +44 (0)207 236
and Rule 3 Adviser to Amerisur) 1010
Jeremy Low
Tom Hughes
Gary Mattan
Neil Elliot
Stifel (Nomad, Joint Broker and Joint Financial Tel: +44 (0)207 710
Adviser to Amerisur) 7600
Callum Stewart
Jason Grossman
Ashton Clanfield
Investec (Joint Broker to Amerisur) Tel: +44 (0)207 597
Chris Sim 4000
Tejas Padalkar
Arden Partners plc (Joint Broker to Amerisur) Tel: +44 (0)207 614
Paul Shackleton 5900
Dan Gee-Summons
Camarco (PR Adviser to Amerisur) Tel: +44 (0)203 757
Billy Clegg 4983
Oliver Head
GeoPark and GeoPark Colombia Tel: +54 11 4312 9400
Andrés Ocampo, Chief Financial Officer Tel: +562 2242 9600
Stacy Steimel, Shareholder Value Director
Rothschild & Co (Financial Adviser to GeoPark) Tel: +44 (0)20 7280
Roger Ader 5000
James McEwen
Important notices
BMO Capital Markets Limited ("BMO"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively for Amerisur and no one else in connection
with the above and will not be responsible to anyone other than
Amerisur for providing the protections offered to clients of BMO
nor for providing advice in relation to the subject matter of this
announcement or any other matters referred to in this
announcement.
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised
and regulated in the United Kingdom by the Financial Conduct
Authority, is acting exclusively for Amerisur and no one else in
connection with the above and will not be responsible to anyone
other than Amerisur for providing the protections offered to
clients of Stifel nor for providing advice in relation to the
subject matter of this announcement or any other matters referred
to in this announcement.
Arden Partners plc ("Arden"), which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Amerisur and no one else in connection with the
above and will not be responsible to anyone other than Amerisur for
providing the protections offered to clients of Arden nor for
providing advice in relation to the subject matter of this
announcement or any other matters referred to in this
announcement.
Investec Bank plc ("Investec"), which is authorised by the
Prudential Regulation Authority and is regulated in the United
Kingdom by the Financial Conduct Authority and the Prudential
Regulation Authority, is acting exclusively for Amerisur and no one
else in connection with the Transaction and any other arrangements
referred to in this announcement. Investec will not regard any
other person (whether or not a recipient of this announcement) as
its client in relation to the Transaction and the other
arrangements referred to in this announcement and will not be
responsible to anyone other than Amerisur for providing the
protections offered to clients of Investec nor for providing advice
in relation to the subject matter of this announcement or any other
matters referred to in this announcement.
N.M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority, is acting exclusively for GeoPark and
no one else in connection with the Transaction and will not be
responsible to anyone other than GeoPark for providing the
protections offered to clients of Rothschild & Co nor for
providing advice in relation to the subject matter of this
announcement or any other matters referred to in this
announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on BMO, Stifel, Arden, Investec and Rothschild &
Co by the FSMA or the regulatory regime established thereunder,
each of BMO, Stifel, Arden, Investec and Rothschild & Co does
not make any representation express or implied in relation to, nor
accepts any responsibility whatsoever for, the contents of this
announcement, or any other statement made or purported to be made
by it or on its behalf in connection with Amerisur, the Transaction
or the other arrangements referred to in this announcement. Each of
BMO, Stifel, Arden, Investec and Rothschild & Co (and their
respective subsidiaries, branches and affiliates) accordingly, to
the fullest extent permissible by law, disclaims all and any
responsibility or liability (save for any statutory liability)
whether arising in tort, contract or otherwise which it might have
in respect of the contents of this announcement or any other
statement made or purported to be made by it or on its behalf in
connection with Amerisur or the Transaction or the other
arrangements referred to in this announcement.
Ashurst LLP and Rosenblatt Limited are retained as legal
advisers to Amerisur. Norton Rose Fulbright LLP is retained as
legal adviser to GeoPark and GeoPark Colombia.
Further information
This announcement is not intended to and does not constitute, or
form part of, an offer, invitation or the solicitation of an offer
to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the Transaction or
otherwise, nor shall there be any sale, issuance or transfer of
securities of Amerisur in any jurisdiction in contravention of
applicable law.
The Transaction will be implemented solely by means of the
Scheme Document, which will contain the full terms and conditions
of the Transaction including details of how to vote in respect of
the Transaction (although GeoPark Colombia reserves the right to
effect the Transaction by way of a Takeover Offer with the consent
of the Panel (where necessary) and in accordance with the
Cooperation Agreement). Any vote in respect of the Scheme or other
response in relation to the Transaction should be made only on the
basis of the information contained in the Scheme Document.
It is expected that the Scheme Document (including notices of
the Amerisur Shareholder Meetings) together with the relevant Forms
of Proxy, will be posted to Amerisur Shareholders as soon as is
reasonably practicable and in any event within 28 days of this
announcement, unless otherwise agreed with the Panel. The Scheme
Document will also contain an updated reserves valuation reported
on in accordance with Rule 29 of the Takeover Code.
The statements contained in this announcement are made as at the
date of this announcement, unless some other time is specified in
relation to them. Nothing contained in this announcement shall be
deemed to be a forecast, projection or estimate of the future
financial performance of Amerisur or the Amerisur Group or GeoPark
or the GeoPark Group where otherwise stated.
This announcement has been prepared for the purposes of
complying with English law, the rules of the London Stock Exchange
and the Takeover 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 and regulations of
any other jurisdictions.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Please be aware that addresses, electronic addresses and certain
other information provided by Amerisur Shareholders, persons with
information rights and other relevant persons for the receipt of
communication by Amerisur may be provided to GeoPark Colombia
during the Offer Period as required by Section 4 of Appendix 4 of
the Takeover Code.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover 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 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 Takeover 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(s), 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.
Overseas Shareholders
This announcement has been prepared for the purpose of complying
with English law, the Takeover Code, the Market Abuse Regulation
and the Disclosure Guidance and Transparency Rules 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 of England.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and/or regulation. Persons who are not resident in the United
Kingdom, or who are subject to other jurisdictions should inform
themselves of, and observe, any applicable legal or regulatory
requirements. In particular, the ability of persons who are not
resident in the United Kingdom or who are subject to the laws of
another jurisdiction to participate in the Transaction or to vote
their Scheme Shares in respect of the Scheme at the Amerisur Court
Meeting, or to execute and deliver Forms of Proxy appointing
another to vote at the Amerisur Court Meeting on their behalf, may
be affected by the laws of the relevant jurisdictions in which they
are located or to which they are subject. Any failure to comply
with the applicable requirements may constitute a violation of the
laws and/or regulations of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons
involved in the Transaction disclaim any responsibility or
liability for the violation of such restrictions by any person.
Unless otherwise determined by GeoPark Colombia or required by
the Takeover Code and permitted by applicable law and regulation,
participation in the Transaction will not be made available,
directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction and no
person may vote in favour of the Transaction by any such use,
means, instrumentality or form within a Restricted Jurisdiction or
any other jurisdiction if to do so would constitute a violation of
the laws of that jurisdiction. Accordingly, copies of this
announcement and all documentation relating to the Transaction 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 Transaction (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 vote in respect of the Transaction.
If the Transaction is implemented by way of a Takeover Offer
(unless otherwise permitted by applicable law and regulation), the
Takeover Offer may not be made, directly or indirectly, in or into
or by use of the mails or any other means or instrumentality
(including, without limitation, facsimile, e-mail or other
electronic transmission, telex or telephone) of interstate or
foreign commerce of, or any facility of a national, state or other
securities exchange of any Restricted Jurisdiction and the Takeover
Offer will not be capable of acceptance by any such use, means,
instrumentality or facilities or from within any Restricted
Jurisdiction.
Further details in relation to overseas shareholders will be
contained in the Scheme Document.
Forward--looking statements
This announcement contains statements about GeoPark, GeoPark
Colombia and Amerisur 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", "goals", "should", "would",
"could", "continue", "plans", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "estimates", "hopes",
"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 Amerisur's or GeoPark's
operations and potential synergies resulting from the Transaction;
and (iii) the effects of government regulation on Amerisur's or
GeoPark'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. Amerisur,
GeoPark and GeoPark Colombia disclaim any obligation to update any
forward looking or other statements contained herein, except as
required by applicable law or regulation.
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser, duly authorised under the FSMA if you are resident in the
United Kingdom, or from another appropriately authorised
independent financial adviser.
Profit forecasts and estimates
No statement in this announcement is intended to constitute a
profit forecast or profit estimate and no statement in this
announcement should be interpreted to mean that the earnings or
future earnings per share of or dividends or future dividends per
share of GeoPark and/or Amerisur for current or future financial
years will necessarily match or exceed the historical or published
earnings or dividends per share of GeoPark or Amerisur, as
appropriate.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Publication on website and hard copies
A copy of this announcement and the documents required to be
published by Rule 26 of the Takeover Code and, in the case of
Amerisur only, pursuant to Rules 20 and 26 of the AIM Rules for
Companies will be available, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, on
GeoPark's website at https://www.geo-park.com/en/index/ and
Amerisur's website at www.amerisurresources.com/investor-centre by
no later than 12 noon (London time) on the Business Day following
the date of this announcement. For the avoidance of doubt, the
content those websites are not incorporated into and do not form
part of this announcement. Copies of this announcement will be
posted to Amerisur Shareholders today.
Amerisur Shareholders may request a hard copy of this
announcement by contacting Link Asset Services 0371 664 0321 within
the United Kingdom or +44 (0) 371 664 0300 from overseas or by
submitting a request in writing to The Registry, 34 Beckenham Road,
Beckenham, Kent, BR3 4TU or to
shareholderenquiries@linkgroup.co.uk. If you have received this
announcement in electronic form, copies of this announcement and
any document or information incorporated by reference into this
announcement will not be provided unless such a request is
made.
Important Information
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under FSMA if you are a resident in the
United Kingdom or, if not, from another appropriately authorised
independent financial adviser.
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 OF
THAT JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
15 November 2019
RECOMMED CASH ACQUISITION
of
AMERISUR RESOURCES PLC
by
GEOPARK LIMITED
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
1. Introduction
The boards of Amerisur Resources Plc ("Amerisur") and GeoPark
Limited ("GeoPark") are pleased to announce that they have reached
agreement on the terms of a recommended cash acquisition pursuant
to which GeoPark Colombia S.A.S. ("GeoPark Colombia"), a wholly
owned subsidiary of GeoPark, will acquire the entire issued and to
be issued ordinary share capital of Amerisur (the
"Transaction").
The Transaction follows from a strategic review including a
formal sales process announced by Amerisur on 19 July 2019 under
the Takeover Code (the "FSP") to maximise value for shareholders.
As part of the FSP, multiple interested parties received access to
data through virtual and physical data rooms, and management
presentations in Bogota, following which the Amerisur Board
received a number of proposals.
The Transaction is to be implemented by way of a court
sanctioned scheme of arrangement of Amerisur (although GeoPark
Colombia reserves the right to effect the Transaction by way of a
Takeover Offer with the consent of the Panel (where necessary) and
in accordance with the Cooperation Agreement).
2. The Transaction
Pursuant to the terms of the Transaction, which will be subject
to Conditions and further terms set out in Appendix 1 to this
announcement and to be set out in the Scheme Document, each
Amerisur Shareholder will be entitled to receive:
for each Amerisur Share: 19.21 pence in cash
The Transaction values the entire issued and to be issued share
capital of Amerisur at approximately GBP242 million and represents
a premium of:
o approximately 58.8 per cent. to the Closing Price per Amerisur
Share of 12.1 pence on 18 July 2019 (being the last Business Day
prior to the commencement of the Offer Period);
o approximately 55.0 per cent. to the volume weighted average
share price for the one month period ending 18 July 2019 (being the
last Business Day prior to the commencement of the Offer Period) of
12.4 pence per Amerisur Share; and
o approximately 53.6 per cent. to the volume weighted average
share price for the three month period ending 18 July 2019 (being
the last Business Day prior to the commencement of the Offer
Period) of 12.5 pence per Amerisur Share.
It is currently expected that the Scheme Document will be
published as soon as practicable (and, in any event, within 28 days
of this announcement), that the Amerisur Court Meeting and Amerisur
General Meeting will be held in December 2019 or January 2020 and
that the Scheme will become Effective in December 2019 or January
2020, subject to the satisfaction or (where applicable) waiver of
the Conditions and further terms set out in Appendix 1 to this
announcement.
3. Background to and reasons for the Transaction
GeoPark believes that Colombia, and specifically the Llanos
basin, is a key component to its continuing development. GeoPark
has observed the continuing expansion of Amerisur in recent years,
and noted with interest the FSP launched by Amerisur on 19 July
2019. The Transaction brings the following key benefits for
GeoPark:
Strategic Rationale: Capturing Scale
GeoPark has a 17-year track record of creating value by
systematically building a strong, sustainable and diversified
portfolio of assets across Latin America, both organically and
through acquisitions. The acquisition of Amerisur is in line with
GeoPark's strategy of continued expansion, on the way to its
long-term production target of 100,000 BOEPD and beyond. In
addition to providing growth in reserves, production and cash flow,
this acquisition will significantly enrich GeoPark's inventory of
short, medium and long-term exploration opportunities. Increased
scale will benefit GeoPark by a larger more risk-balanced
portfolio, creating a more efficient and stable cost structure,
expanding the new project opportunity set, and continuing to
improve access to a wider investment community.
Oil & Gas Production: Growing Light Oil
Amerisur's portfolio contains a higher proportion of light oil
than GeoPark's existing portfolio, enabling the enlarged group to
benefit from increased diversification. Amerisur's working interest
production for September 2019 was 6,865 BOPD from two blocks, with
light oil representing 100% of the mix. The Platanillo block (100%
working interest, Amerisur operated) produced 4,503 BOPD of 30deg
API light oil for the same period. The CPO-5 block (30% working
interest, ONGC operated) produced 7,872 BOPD of 36-41deg API light
oil, 2,362 BOPD net to Amerisur, from two undeveloped oil fields
for the same period.
Oil & Gas Reserves: Low Risk Development Opportunities
Amerisur's blocks in Platanillo and CPO-5 provide low risk
development opportunities based upon the reserves reported.
Amerisur reports total 1P and 2P reserves of 15.0 and 21.8 million
barrels respectively (as set out in the McDaniel & Associates
Competent Persons Report as at 31 July 2019). Amerisur reports 2P
reserves for the Platanillo block of 12.3 million barrels and the
CPO-5 block of 9.5 million barrels, where in each case multiple
development drilling opportunities have been identified to continue
growing production. As of September 2019, the two main producing
fields in the CPO-5 block - Indico and Mariposa - were producing
from natural flow, each from a single well, at a combined gross
rate of 7,872 BOPD with zero water-cut. The Mariposa 1 well has
accumulated more than 2.1 MMBO in approximately 23 months, and the
Indico 1 well has accumulated more than 1.0 MMBO in approximately
10 months.
Exploration Resources: New High Impact Acreage and a New
Basin
Amerisur's CPO-5 block, covering 0.5 million acres, is adjacent
to and geologically on trend with GeoPark's prolific Llanos 34
block (45% working interest, GeoPark operated). There are two 3D
seismic surveys (1,555 sq km), covering the majority of the block
where the GeoPark team has identified and delineated multiple
exploration prospects in multiple geological formations. Additional
prospects may be delineated after new 3D seismic surveys are
carried out in the uncovered acreage. Following the acquisition,
GeoPark will have a contiguous land position of more than one
million gross acres in one of the most productive and
high-potential areas of the Llanos basin in Colombia.
Amerisur's Putumayo blocks provide an extensive position of 2.0
million gross acres in a new basin, with existing production, a
dedicated cost-effective transportation solution and significant
exploration potential, supported by the partnership with
Occidental. Entry into the Putumayo basin will give GeoPark access
to an underexplored high potential hydrocarbon basin, logistically
integrated and part of the rich Marañon-Oriente-Putumayo petroleum
system spanning Peru, Ecuador and Colombia - a building block of
GeoPark's long-term growth strategy.
As set out in the McDaniel & Associates Competent Persons
Report, McDaniel & Associates has estimated a mean of 289
million barrels in consolidated working interest unrisked
exploration resources across Amerisur's portfolio, with a high-end
estimate of 566 million barrels.
Cashflow: Self-Funding/ Low Breakeven Prices
Amerisur is a cashflow positive, growing business with low
operating costs. In 2018 and H1 2019, operating netbacks
respectively were $50.5 and $24.7 million, approximately $30.2 and
$27.0 per barrel. Amerisur has demonstrated it is self-funding
through its cashflow from operations during 2018 and H1 2019
exceeding its capital expenditures program of $17.1 and $13.8
million over the same period. Amerisur's balance sheet is strong,
with no financial debt and a cash position of $46 million as of 30
June 2019.
Infrastructure: Cross-Border Pipeline and Facilities
Amerisur's ownership of the OBA export pipeline opens up a new
alternative and more secure commercialization route for the
Putumayo basin crude. The transport cost is approximately $4 per
barrel according to Amerisur. The OBA pipeline has a total
potential capacity of 50-70,000 BOPD (currently utilized at less
than 10%) and started to transport third-party crude in 2019,
creating a new source of revenue for Amerisur.
Partnerships
GeoPark and ONGC, the national oil company of India and the
operator of the CPO-5 block, have a long-term strategic alliance to
acquire a portfolio of projects across Latin America. ONGC brings
significant operating knowledge and expertise to the CPO-5 project.
GeoPark also expects to contribute its successful experience of
operating and drilling over 100 safe and cost-efficient wells and
growing production from zero to over 75,000 BOPD in the Llanos
basin.
Partnering with Occidental in five of the 11 blocks in the
Putumayo basin, and carried by Occidental in four of those five
blocks, represents a new opportunity for GeoPark to work with and
operate for a respected and major international company with
substantial history and experience across Latin America.
Synergies: Operations and Commercial
GeoPark expects to generate significant synergies in operations,
transport and crude oil blending, in both the Llanos 34 and
Putumayo blocks. Amerisur is producing light crude (40.7deg API)
approximately 30 km from the Jacana flowline that connects Llanos
34 production with Colombia's central pipeline system. Given its
extensive knowledge in Colombia, GeoPark expects to leverage its
existing operations and its technical, operational and commercial
expertise to unlock the full potential of the acquired assets.
4. Recommendation
The Amerisur Directors, who have been so advised by BMO as to
the financial terms of the Transaction, consider the terms of the
Transaction to be fair and reasonable. In providing its advice to
the Amerisur Directors, BMO has taken into account the commercial
assessments of the Amerisur Directors. BMO is providing independent
financial advice to the Amerisur Directors for the purposes of Rule
3 of the Code.
Accordingly, the Amerisur Directors intend unanimously to
recommend that Amerisur Shareholders vote in favour of the
resolutions relating to the Transaction at the Amerisur Shareholder
Meetings (or in the event that the Transaction is implemented by
Takeover Offer (with the consent of Amerisur), to accept or procure
acceptance of such offer) as the Amerisur Directors have
irrevocably undertaken to do in respect of their own beneficial
holdings totalling 59,881,111 Amerisur Shares (representing
approximately 4.9 per cent. of existing issued ordinary share
capital of Amerisur).
5. Background to and reasons for the recommendation
Since inception in 2007, Amerisur used early mover advantage to
build a significant portfolio of assets onshore southern and
central Colombia in the proven but underexplored Putumayo and more
established Llanos basins respectively. The Company's long-standing
management team has executed a strategy through a high-quality team
to unlock the potential of this portfolio.
The business was initially concentrated in southern Colombia and
the Platanillo field where the Company has drilled 30 wells and
sidetracks unlocking 23.6 MMBO of 2P reserves, with 12.3 MMBO of 2P
reserves remaining as at 31 July 2019 (as set out in the McDaniel
& Associates Competent Persons Report).
The Company subsequently identified the opportunity to reduce
transportation costs and greenhouse gas emissions by connection to
the underutilised Ecuadorian pipeline network. In late 2016, the
OBA pipeline became operational and was constructed for a total
cost of approximately USD20 million. It connected production from
the Platanillo field, under the Putumayo river, to the Red de
Oleoductos Amazonas ("RODA") pipeline network in Ecuador. This
system links at Lago Agrio into the arterial Sistema Oleoducto
Trans-Ecuatoriano ("SOTE") pipeline to the Pacific coast at
Esmeraldas port. In addition to transporting Amerisur's production
from the Platanillo field, the OBA pipeline started transportation
of third party oil volumes from southern Colombia in May 2019 in
return for a commercial tariff.
The 2014 global oil price downturn combined with the Company's
financial strength provided a series of opportunities to
significantly expand the portfolio through low cost acquisitions
from 2015 to 2018. For an aggregate consideration of $18.4 million,
the Company grew from three blocks to 12 blocks and introduced
$26.7 million of unutilised tax losses.
These acquisitions included the acquisition of a 30 per cent.
working interest in the CPO-5 block in the Llanos Basin. The
Company has since made two discoveries on the block, Mariposa in
2017 and Indico in 2018. Gross production from the CPO-5 block was
around 8,000 BOPD with 31.7 MMBO of gross 2P reserves and unrisked
prospective resources of 107 MMBO as at 31 July 2019.
In November 2018, four blocks within this expanded portfolio
were then farmed out to Occidental. In exchange for a 50 per cent.
working interest, it was agreed that Occidental would fund a $93.25
million exploration and appraisal programme from 2019 to 2021. As
part of the agreement, dedicated transport capacity in the OBA
pipeline is to be made available to Occidental in return for a
commercial tariff for their equity oil production from the blocks.
The agreement with Occidental provided strong industry endorsement
of the acreage position that Amerisur had built in the region,
accelerated the pace of the planned work programme across the
blocks and significantly reduced Amerisur's net capex
requirements.
Amerisur remains committed to supporting the transition to peace
in Colombia following the signing of the peace deal in 2016. As an
investor in the region for more than ten years, the Company has
played a key role in establishing a number of social programmes and
initiatives to support local communities in the Putumayo,
particularly in implementing sustainable alternative farming
programmes as part of the Government's illegal crop substitution
programme (Sustitución de Cultivos Ilícitos).
On 19 July 2019 following the receipt of a non-binding proposal
regarding a sale of Amerisur and various other proposals regarding
the sale of certain assets of Amerisur, the Amerisur Directors
decided to conduct a strategic review including the FSP to maximise
value for Amerisur Shareholders.
The FSP attracted participation from multiple well-funded
parties and the Company conducted a thorough process under the FSP,
providing interested parties with access to a fulsome dataset
covering all of Amerisur's assets through virtual and physical data
rooms and management presentations in Bogota, Colombia. During the
course of the FSP, Amerisur received feedback from a number of its
largest shareholders that indicated a strong preference for
Amerisur to seek proposals for the sale of the entire issued and to
be issued share capital of Amerisur for cash consideration.
Consequently, on 9 October 2019, FSP participants were issued with
revised bidding instructions reflecting a strong preference to
receive cash proposals for the Company, and requesting that the
proposals submitted included, inter alia, confirmation that
potential bidders' proposals were not subject to any further due
diligence or approvals, including board and/or shareholder
approval. The Amerisur Board received a number of proposals which
it believes recognises the quality of the Amerisur asset base.
Following a period of review, further discussions with its
advisers and a thorough evaluation of the proposals open to
Amerisur including entering into follow-up discussions with the
relevant parties, the Amerisur Board believes that the cash offer
from GeoPark Colombia represents the most attractive option for
Amerisur Shareholders in terms of value, the form of consideration
offered and execution certainty. Discussions with all other parties
have terminated.
Whilst the Amerisur Directors believe in the future growth
potential of Amerisur over the medium to long term, having
considered the risks, particularly with regards to the operational
challenges associated with delivering production growth from
Amerisur's discoveries, the inherent risks in exploration
activities, and timescales associated with the realisation of value
from Amerisur's asset base, it considers that GeoPark Colombia's
proposal of 19.21 pence per share substantially recognises
Amerisur's growth potential, whilst providing certainty, in cash,
to Amerisur Shareholders.
Accordingly, the Amerisur Directors intend to recommend
unanimously that Amerisur Shareholders vote in favour of the
resolutions at the Amerisur Court Meeting and the Amerisur General
Meeting to approve and implement the Scheme.
The Amerisur Board welcomes GeoPark's recognition of the role of
the existing Amerisur employees in the development of the Company
and GeoPark's commitment to safeguard the employment and pension
rights of Amerisur's employees in accordance with statutory and
contractual requirements. The Amerisur Board notes GeoPark's
commitment to conduct a careful review to assess the extent of any
organisational and structural changes and draw up detailed plans
within three months of completion of the Transaction. The Amerisur
Board is comforted by GeoPark's statement that any Amerisur
employees affected by the review will be treated in a manner
consistent with GeoPark's high standards, culture and
practices.
6. Irrevocable Undertakings
GeoPark and GeoPark Colombia have received irrevocable
undertakings from each of the Amerisur Directors who are interested
in Amerisur Shares to vote in favour of the Scheme at the Amerisur
Court Meeting and the Special Resolution at the Amerisur General
Meeting, in respect of those shares in respect of which they are
able to control the exercise of voting rights, being a total of
59,881,111 Amerisur Shares, representing approximately 4.9 per
cent. of the existing share capital of Amerisur in issue. These
irrevocable undertakings remain binding in the event of a competing
offer. Further details of these irrevocable undertakings are set
out in Appendix 3 to this announcement.
In addition to the above-mentioned irrevocable undertakings from
the Amerisur Directors, GeoPark and GeoPark Colombia have also
received irrevocable undertakings from Canaccord Genuity Limited
and Michinoko Limited to vote, or procure the voting, to approve
the Scheme at the Amerisur Court Meeting and vote, or procure the
voting, in favour of the Special Resolution at the Amerisur General
Meeting or, if (with the consent of the Panel) GeoPark Colombia
exercises its right to implement the Transaction by way of a
Takeover Offer (with the consent of Amerisur), to accept, or
procure the acceptance of such Takeover Offer in respect of a total
of 229,142,585 Amerisur Shares representing approximately 18.9 per
cent. of the existing issued ordinary share capital of
Amerisur.
Therefore, as at the date of this announcement, GeoPark and
GeoPark Colombia have received irrevocable undertakings to vote, or
procure the voting, to approve the Scheme at the Amerisur Court
Meeting and vote, or procure the voting, in favour of the Special
Resolution at the Amerisur General Meeting or, if (with the consent
of Amerisur and the Panel (where necessary)) GeoPark Colombia
exercises its right to implement the Transaction by way of a
Takeover Offer, to accept, or procure the acceptance of such
Takeover Offer with respect to a total of 289,023,696 Amerisur
Shares, representing approximately 23.8 per cent. of the existing
issued ordinary share capital of Amerisur. Further details of the
above-mentioned irrevocable undertakings are set out in Appendix 3
to this announcement.
7. Information relating to GeoPark
GeoPark is a leading independent Latin American oil and gas
company with assets and growth platforms in Colombia, Peru,
Argentina, Brazil, Chile and Ecuador. GeoPark has a long-term
consistent business plan and model to capture the full value chain
of the E&P business as evidenced by its steady growth
track-record. GeoPark is currently listed on the New York Stock
Exchange (NYSE:GPRK), with a market capitalisation of approximately
$1.2 billion as of 14 November 2019.
GeoPark is the second largest private oil operator in Colombia
and the first private oil and gas producer in Chile. It leads the
Morona Project in Peru, a strategic development in a very prolific
hydrocarbon basin in Latin America. In Brazil, GeoPark partners
with Petróleo Brasileiro S.A. in one of the largest offshore
producing gas fields in the country. In Argentina it has partnered
with YPF S.A., the national oil company, on a large prospective
exploration block in the Neuquen Basin. Most recently, GeoPark
entered into Ecuador with two new exploratory blocks in partnership
with Frontera Energy.
GeoPark's diversified multi-country, multi-basin and
multi-project portfolio, which includes 29 blocks across six
countries, 10 basins and approximately six million gross
development and exploratory acres, has been built around three main
capabilities:
-- as an explorer, which is GeoPark's ability, experience,
methodology and creativity to find and develop oil and gas reserves
in the subsurface, based on state-of-the-art science, solid
economics and ability to take the necessary managed risks.
-- as an operator, which is GeoPark's ability to execute and
deliver results in a safe, efficient and timely manner and to have
the know-how to profitably drill for, produce, treat, transport and
sell oil and gas - with the drive and persistence to find
solutions, overcome obstacles, seize opportunities and achieve
results. GeoPark is currently operating in excess of 75,000 BOEPD
and has drilled more than 270 wells in the last 17 years with
around a 70 per cent. success rate based on the number of
productive wells divided by the total number of wells drilled.
-- as a consolidator, which is GeoPark's ability and initiative
to assemble a balance and portfolio of upstream assets in
strategically chosen hydrocarbon basins and regions with
experienced partners and at an economic price - coupled with the
visions and skills to transform and improve value above ground.
GeoPark currently has a number of new projects under analysis.
GeoPark is built on a proven S.P.E.E.D model (in-house ESG
system) developed under strict international standards: "Safety,
Prosperity, Employees, Environment, Community Development". This is
coupled with a trust-based management approach - with humility,
teamwork, professionalism, ethics and hard work as the main pillars
and key motivators for success. Additionally, GeoPark has a
seasoned board of directors from diversified backgrounds with a
proven history of growing enduring businesses while applying best
corporate governance practices (including full compliance with
applicable NYSE/SEC rules). GeoPark expects to integrate the
Amerisur assets and operations within its S.P.E.E.D. program to
enhance and strengthen the work of Amerisur.
From a financial standpoint, GeoPark has a strong balance sheet
and has repeatedly been able to access the debt capital markets to
fund capital expenditure programs and acquisitions. Since 2005,
GeoPark has raised around $1 billion through debt arrangements with
multilateral agencies such as the International Finance Corporation
(IFC), oil and gas prepayment facilities with leading off-takers,
international bond issuances and bank financings. GeoPark's $425
million 144-A Reg-S bond issued in 2017 was $1.8 billion
oversubscribed. As at 30 June 2019, GeoPark had $69 million cash in
its balance sheet and a net debt to adjusted EBITDA ratio of 1.0x.
GeoPark also has a proven track record as a consolidator,
completing four corporate acquisitions and adding more than 25
blocks through farm-ins, bidding rounds and partnerships, during
the last seven years. In the same period GeoPark has expanded its
operations into four new countries.
Together with its strategic partners, which include India's ONGC
as well as some of the most important state-owned oil companies in
Latin America, GeoPark is continually looking to acquire new assets
that will consolidate its growth, attract the best industry
professionals, and enable it to continue to be a responsible
neighbour.
GeoPark was incorporated as an exempted company pursuant to the
laws of Bermuda as GeoPark Holdings Limited in February 2006. On 30
July 2013, GeoPark's shareholders approved a change in name to
GeoPark Limited, effective from 31 July 2013. GeoPark maintains a
registered office in Bermuda at Cumberland House, 9th Floor, 1
Victoria Street, Hamilton HM 11, Bermuda. Its principal executive
offices are located at Nuestra Señora de los Ángeles 179, Las
Condes, Santiago, Chile, telephone number +562 2242 9600, Street 94
Ndeg 11-30, 8, 9, 8th floor, Bogotá, Colombia, telephone number +57
1 743 2337, and Florida 981, 1st floor, Buenos Aires, Argentina,
telephone number +5411 4312 9400.
The board of directors of GeoPark is currently composed of eight
members.
The current members of the board of directors were appointed at
GeoPark's annual general meeting held on 27 June 2019. The table
below sets forth certain information concerning GeoPark's current
board of directors.
Name Position At GeoPark since
------------------------------------------------ ------------------------------------------------ ----------------
Gerald E. O'Shaughnessy.............. Chairman and Director 2002
James F. Park............................. Chief Executive Officer, Deputy Chairman and 2002
Director
Carlos A. Gulisano (3) ...................... Director 2010
Juan Cristóbal Pavez (1, 2) Director 2008
................
Robert Bedingfield (1, 2) ................... Director 2015
Pedro E. Aylwin Chiorrini............... Director, Director of Legal and Governance, 2003
Corporate Secretary
Constantine Papadimitriou Director 2018
Jamie B. Coulter (2) ........................ Director 2017
1. Member of the Audit Committee.
2. Independent director under SEC Audit Committee rules.
3. Member of the Audit Committee, appointed on 6 March 2019.
8. Information relating to GeoPark Colombia
GeoPark Colombia is a simplified stock company, which was duly
incorporated in January 2012 under the laws of Colombia. Its
executive offices are located at Calle 94 No. 11-30, Piso 8, in
Bogotá D.C., Colombia. GeoPark Colombia is the result of a merger
between previously existing entities in Colombia that took place in
December 2013. The main corporate purpose of GeoPark Colombia is
the exploration and production of hydrocarbons and all commercial
and operational activities related thereto.
9. Information relating to Amerisur
Amerisur is an AIM quoted independent oil and gas company
focused on production, development and exploration activities
onshore Colombia.
Amerisur has a strategic position in the underexplored Putumayo
Basin that covers 11 operated blocks. These include Put-9, Mecaya,
Terecay and Tacacho where it is operator and a 50 per cent. partner
with Occidental. This follows a farm-out agreement in November 2018
where Occidental agreed to fund a $93.25 million exploration and
appraisal programme between 2019 and 2021.
Amerisur's Putumayo Basin position also includes the operated
and 100 per cent. owned Platanillo oil field which produced an
average of 3,603 BOPD in H1 2019 and contains 12.3 MMBO 2P Reserves
as at 31 July 2019 (as set out in the McDaniel & Associates
Competent Persons Report as at 31 July 2019). Production from
Platanillo is exported through the OBA pipeline, a strategic
infrastructure asset constructed by Amerisur, and onto the
Esmeraldas port in Ecuador through the RODA and SOTE pipeline
systems.
The OBA pipeline has enabled Amerisur to reduce transportation
costs from the Platanillo field from approximately $14/BBL to less
than $4/BBL and improve operational uptime. The OBA pipeline has
sufficient technical capacity to ship oil volumes produced by third
party operators within the Putumayo basin which started to generate
additional revenues for Amerisur from May 2019.
In addition, Amerisur has a 30 per cent. interest in CPO-5 in
the Llanos Basin where it is partnered with operator ONGC. 9.5 MMBO
2P Reserves (net to Amerisur, as set out in the McDaniel &
Associates Competent Persons Report as at 31 July 2019) have been
discovered on CPO-5 since Amerisur acquired its interest in it,
following successful exploration of the Mariposa and Indico fields
in 2017 and 2018 respectively.
The Mariposa and Indico fields delivered 1,949 BOPD working
interest production in aggregate in H1 2019.
Amerisur directly employed 97 employees as at 28 September 2019
and generated revenues of $53.8 million in the six months ended 30
June 2019 ($67.9 million in the six months ended 30 June 2018) and
profit before tax of $4.4 million ($12.5 million in the six months
ended 30 June 2018).
As at 30 June 2019 Amerisur had total assets of $312.0 million
($277.7 million as at 30 June 2018) and net cash of $46.0 million
(including restricted cash of $15.6 million).
Amerisur's registered office is in Cardiff, with additional
offices in Bogota, where the majority of staff are based, Asuncion
and Quito.
10. Intentions with regard to Amerisur employees, directors,
management, pensions and location
GeoPark is continually looking to acquire new assets that will
consolidate its growth, attract the best industry professionals,
and enable it to continue to be a responsible neighbour. GeoPark
considers Colombia, and specifically the Llanos basin, to be a key
component to its continuing development. Amerisur is focused on
production, development and exploration activities onshore Colombia
and is considered by the GeoPark Board to be a launchpad for future
growth. GeoPark looks forward to integrating Amerisur into its own
business, including those aspects of Amerisur which have seen it
grow to its current status (as outlined in paragraphs 5 and 9 of
this announcement).
Amerisur employees and management
GeoPark recognises and appreciates the role of the existing
management and employees in securing Amerisur's strong position in
Colombia.
GeoPark has an existing presence in Colombia and Ecuador where
the bulk of Amerisur's employees are based. Accordingly, there is
likely to be potential overlap in Colombia and Ecuador including in
operational (including technical), central and support
functions.
GeoPark intends to conduct a careful review of the entire
Amerisur business to assess the extent of any organisational and
structural changes, including from possible synergies, that may
benefit the combined company (the "Business Review"). The Business
Review will be drawn up within 3 months of completion of the
Transaction.
In addition, GeoPark's intention is to seek the cancellation of
the trading of Amerisur Shares on AIM and re-register it as a
private company which will result in savings through not having to
maintain a listing.
The impact of the Business Review and the cancellation of the
AIM listing will likely result in a significant reduction in
associated headcount of Amerisur, across the operational (including
technical), central and support functions that were identified in
the paragraphs above.
GeoPark has not yet developed any specific proposals as to how
any potential restructuring would be implemented. Following
completion of the Transaction GeoPark will have regard to ensuring
that an appropriate balance of skills and functions across the
enlarged group is maintained, however the balance of skills and
functions in Amerisur will be impacted by the headcount reductions
set out above and will depend on the completion of the Business
Review. Any employees affected by the Business Review will be
treated in a manner consistent with GeoPark's high standards,
culture and practices.
Following completion of the Transaction, GeoPark will ensure
that the existing employment rights of Amerisur employees and
GeoPark employees will be fully safeguarded in accordance with
statutory and contractual requirements. The pension rights of all
employees will be safeguarded. Amerisur does not have a defined
benefit pension scheme.
It is intended that the Amerisur Directors will resign as
directors of Amerisur on completion of the Transaction.
The Transaction will affect participants in the Amerisur Share
Plans, further details of which are set out in paragraph 11 below.
The existing rights of those participants will be fully safeguarded
in accordance with statutory and contractual requirements.
Amerisur headquarters / Re-deployment of fixed assets
Amerisur's registered office and headquarters is in Cardiff, and
its principal office is in Bogota, where the majority of its staff
are based. Amerisur also has offices in Asuncion and Quito. There
is an overlap of office locations between Amerisur and GeoPark in
Colombia and Quito, however GeoPark has no presence in Cardiff or
Asuncion. As part of the Business Review, GeoPark intends to
optimise the integration of both companies by re-locating
Amerisur's staff to GeoPark's locations where possible and where
there is an appropriate business need, as well as determining
whether the retention of the remaining offices will be necessary.
The Business Review will likely result in the closing of a number
of Amerisur's offices, including Cardiff. No decision has been made
about Asuncion. GeoPark intends to relocate Amerisur's existing
principal office in Bogota to GeoPark's Colombian headquarters in
Bogota.
Save as set out in respect of the review of Amerisur's locations
of business in this section, GeoPark has no intention to redeploy
any of the fixed assets of the Amerisur Group. Amerisur has no
research and development function and GeoPark has no plans in this
regard.
11. Amerisur Share Plans
Participants in the Amerisur Share Plans will be contacted
regarding the effect of the Transaction on their rights under these
schemes and appropriate proposals will be made and communicated to
such participants in due course.
12. Financing of the Transaction
The cash consideration payable pursuant to the terms of the
Transaction will be funded by a new facilities agreement entered
into by GeoPark Colombia as borrower and Itaú and Citibank N.A. as
lenders in an aggregate amount of $315 million (the "Facility
Agreement").
In accordance with Rule 2.7(d) of the Takeover Code, Rothschild
& Co as sole financial adviser to GeoPark, is satisfied that
sufficient resources are available to GeoPark Colombia to satisfy
in full the cash consideration payable to Amerisur Shareholders
pursuant to the terms of the Transaction.
13. Offer-related arrangements
Confidentiality Agreement
On 2 August 2019, GeoPark (UK) Limited and Amerisur entered into
a confidentiality agreement (the "Confidentiality Agreement").
Pursuant to the Confidentiality Agreement, GeoPark (UK) Limited and
Amerisur has each undertaken to keep confidential any information
relating to the Amerisur Group, its business, its shareholders and
the Transaction, and not disclose such to third parties. The
Confidentiality Agreement shall terminate on the earlier of: (i) 2
August 2021; or (ii) completion of the Transaction. The
Confidentiality Agreement further includes customary standstill
obligations on GeoPark from the period commencing on 2 August 2019
and ending on the date of this announcement.
Cooperation Agreement
GeoPark, GeoPark Colombia and Amerisur have entered into a
cooperation agreement dated 15 November 2019 with respect to
conduct of the Transaction (the "Cooperation Agreement"). Under the
terms of the Cooperation Agreement, GeoPark, GeoPark Colombia and
Amerisur have agreed, among other things, that:
-- GeoPark, GeoPark Colombia and Amerisur shall cooperate with
each other in order to assist in obtaining clearance from
competition and other governmental bodies in order to satisfy the
Conditions relating to such clearances;
-- GeoPark and GeoPark Colombia shall provide Amerisur with
certain information and assistance in the preparation of the Scheme
Document;
-- GeoPark and Amerisur shall cooperate to write to participants
in the Amerisur Share Plans and to inform them of the impact of the
Scheme on their awards;
-- GeoPark, GeoPark Colombia and Amerisur intend to implement
the Transaction by way of the Scheme, subject to the ability of
GeoPark Colombia with the consent of the Panel (where necessary)
and Amerisur or, in certain circumstances, without the consent of
Amerisur, to proceed by way of a Takeover Offer on the same terms
(subject to appropriate amendments) as those which would apply to
the Scheme; and
-- Amerisur shall pay to GeoPark a break fee payment in the
amount of GBP2.42 million if, following this announcement, an
Independent Competing Transaction subsequently becomes or is
declared unconditional in all respects or is completed or becomes
effective.
14. Interests
Save for the irrevocable undertakings referred to in paragraph 6
above, as at 14 November 2019 (being the latest practicable date
prior to the date of this announcement) neither GeoPark Colombia
nor, so far as GeoPark Colombia is aware, any person acting in
concert (within the meaning of the Takeover Code) with GeoPark:
-- has any interest in, or right to subscribe for, any Amerisur
Shares nor does any such person have any short position in Amerisur
Shares, including any short position under a derivative, any
agreement to sell, any delivery obligation or right to require
another person to purchase or take delivery of Amerisur Shares;
or
-- has borrowed or lent any Amerisur Shares; or
-- is party to any dealing arrangement of the kind referred to
in Note 11 on the definition of acting in concert in the Takeover
Code in relation to Amerisur Shares.
15. Scheme process
It is intended that the Transaction will be implemented by means
of a Court-sanctioned scheme of arrangement of Amerisur under Part
26 of the 2006 Act. The Scheme is an arrangement between Amerisur
and the Scheme Shareholders to which GeoPark Colombia will adhere,
and is subject to the approval of the Court.
The purpose of the Scheme is to enable GeoPark Colombia to
become the holder of the entire issued share capital of Amerisur at
the Scheme Record Time. This is to be achieved by the transfer of
the Scheme Shares to GeoPark Colombia by Scheme Shareholders for
which the Scheme Shareholders on the register of members at the
Scheme Record Time will receive the consideration set out in
paragraph 2 of this announcement (subject to the terms and
conditions set out in this announcement). The procedure involves,
among other matters, the applications by Amerisur to the Court for
permission to convene the Amerisur Court Meeting and for an order
sanctioning the Scheme.
In order to become effective, the Scheme requires, among other
things, the approval of a majority in number representing not less
than 75 per cent. in value of the relevant Amerisur Shareholders
present and voting in person or by proxy at the Amerisur Court
Meeting, which is convened by order of the Court, and the passing
of the resolutions necessary to implement the Transaction at the
Amerisur General Meeting. The Scheme must also be sanctioned by the
Court.
The Transaction will be put to Amerisur Shareholders at the
Amerisur Court Meeting and at the Amerisur General Meeting which
are currently expected to be held in December 2019 or January
2020.
The Scheme will become effective upon delivery of the Court
Order to the Registrar of Companies. Subject to the satisfaction or
(where applicable) waiver of the Conditions set out in Appendix 1,
the Scheme is expected to become effective in December 2019 or
January 2020.
Upon the Scheme becoming effective: (i) it will be binding on
all Amerisur Shareholders, irrespective of whether they attended or
voted at the Amerisur Court Meeting or the Amerisur General Meeting
(and, if they attended and voted, whether they voted in favour);
and (ii) share certificates in respect of Amerisur Shares will
cease to be valid and entitlements to Amerisur Shares held in CREST
will be cancelled.
The Amerisur Shares will be acquired by GeoPark Colombia
pursuant to the Transaction fully paid and free from all liens,
charges, equitable interests, encumbrances, rights of pre--emption
and any other third party rights of any nature whatsoever and
together with all rights now or hereafter attaching thereto,
including without limitation voting rights and the right to receive
and retain in full all dividends and other distributions (if any)
declared, made or paid after the date of this announcement.
In so far as any dividend or other distribution or return of
value is authorised, declared, made, paid or payable by Amerisur in
respect of the Scheme Shares on or after 15 November 2019, GeoPark
Colombia will be entitled to reduce the price payable under the
Transaction in respect of the Scheme Shares by the aggregate amount
of any such dividend, other distribution or return of value except
where the Scheme Shares are or will be acquired on a basis which
entitles GeoPark Colombia to receive the dividend, other
distribution or return of value and retain it.
The cash consideration payable to Scheme Shareholders under the
Transaction will be despatched by GeoPark Colombia to Scheme
Shareholders no later than 14 days after the Effective Date.
The Scheme Document will include full details of the Scheme,
together with notice of the Amerisur Court Meeting and the Amerisur
General Meeting. The Scheme Document will also specify the actions
available to be taken by the Scheme Shareholders. It is expected
that the Scheme Document containing further information about the
Transaction and notices of the Amerisur Court Meeting and Amerisur
General Meeting together with the relevant Forms of Proxy will be
published and posted to Amerisur Shareholders during November or
December 2019.
16. Conditions of the Transaction
The Transaction is also subject to the Conditions and further
terms set out in Appendix 1 to this announcement and to be set out
in the Scheme Document. The Scheme will only become Effective if,
among other things, the following events occur on or before 11.59
p.m. on 29 April 2020:-
-- a resolution to approve the Scheme is passed at the Amerisur
Court Meeting by a majority in number representing not less than 75
per cent in value of the Scheme Shareholders who are on the
register of members of Amerisur at the Voting Record Time, present
and voting whether in person or by proxy at the Court Meeting;
-- the Special Resolution necessary to implement the Scheme is
passed by the requisite majority of Amerisur Shareholders at the
Amerisur General Meeting;
-- the Scheme is sanctioned by the Court; and
-- a copy of the Court Order is delivered to the Registrar of Companies.
The Scheme is also conditional on the anti-trust and other
regulatory approvals in relation to the Transaction being obtained
or the relevant Conditions being waived (as further described in
Appendix 1 to this announcement).
17. Delisting, cancellation of trading and re registration
It is intended that the London Stock Exchange will be requested
to cancel trading in Amerisur Shares on AIM on the Effective
Date.
The Special Resolution is expected to contain a resolution to
re-register Amerisur as a private limited company, conditional on
the Scheme becoming Effective. Therefore, on or shortly after the
Effective Date, Amerisur is expected to be re-registered as a
private company.
If the Transaction is effected by way of a Takeover Offer (with
the consent of the Panel (where necessary) and in accordance with
the Cooperation Agreement), it is anticipated that the cancellation
of Amerisur's admission to trading on AIM will take effect no
earlier than 20 Business Days following the date on which the offer
becomes or is declared unconditional in all respects in accordance
with the requirements of the Takeover Code provided GeoPark
Colombia has obtained 75 per cent. or more of the voting rights of
Amerisur.
Delisting would significantly reduce the liquidity and
marketability of Amerisur Shares. If the Transaction is effected by
way of a Takeover Offer and such offer becomes or is declared
unconditional in all respects in accordance with the requirements
of the Takeover Code and sufficient acceptances are received,
GeoPark Colombia intends to exercise its rights under Part 28 of
the 2006 Act to acquire compulsorily the remaining Amerisur Shares
in respect of which the offer has not been accepted.
18. Documents
Copies of the following documents will, by no later than noon on
the Business Day following the date of this announcement, be
available on GeoPark's website at
https://www.geo-park.com/en/index/ and Amerisur's website at
www.amerisurresources.com/investor-centre, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, and respectively:
(a) this announcement;
(b) the irrevocable undertakings referred to in paragraph 6 above;
(c) the Confidentiality Agreement;
(d) the Cooperation Agreement; and
(e) documents relating to the financing of the Transaction referred to in paragraph 12 above.
The content of the website referred to in this announcement is
not incorporated into and does not form part of this
announcement.
19. General
The Transaction will be subject to the terms and subject to the
conditions set out in this announcement and in Appendix 1, and the
full terms to be set out in the Scheme Document when issued. The
formal Scheme Document will be sent to Amerisur Shareholders and,
for information purposes, to persons with information rights and
participants in Amerisur Share Plans in due course. In deciding
whether or not to vote in favour of the Scheme in respect of their
Amerisur Shares, Amerisur Shareholders should consider the
information contained in, and the procedures described in such
documentation.
The bases and sources of certain information contained in this
announcement are set out in Appendix 2. Certain terms used in this
announcement are defined in Appendix 4 and Appendix 5.
This announcement does not constitute an offer or an invitation
to purchase or subscribe for any securities.
The implications of the Transaction for persons resident in, or
citizens of, jurisdictions outside the United Kingdom may be
affected by the laws of the relevant jurisdictions. Such persons
should inform themselves about and observe any applicable
requirements.
Enquiries:
Amerisur Tel: +44 (0)330 333
Nathan Piper, Head of Business Development 8273
and Comms
BMO Capital Markets (Lead Financial Adviser Tel: +44 (0)207 236
and Rule 3 Adviser to Amerisur) 1010
Jeremy Low
Tom Hughes
Gary Mattan
Neil Elliot
Stifel (Nomad, Joint Broker and Joint Financial Tel: +44 (0)207 710
Adviser to Amerisur) 7600
Callum Stewart
Jason Grossman
Ashton Clanfield
Investec (Joint Broker to Amerisur) Tel: +44 (0)207 597
Chris Sim 4000
Tejas Padalkar
Arden Partners plc (Joint Broker to Amerisur) Tel: +44 (0)207 614
Paul Shackleton 5900
Dan Gee-Summons
Camarco (PR Adviser to Amerisur) Tel: +44 (0)203 757
Billy Clegg 4983
Oliver Head
GeoPark and GeoPark Colombia Tel: +54 11 4312 9400
Andrés Ocampo, Chief Financial Officer Tel: +562 2242 9600
Stacy Steimel, Shareholder Value Director
Rothschild & Co (Financial Adviser to GeoPark) Tel: +44 (0)20 7280
Roger Ader 5000
James McEwen
Important notices
BMO Capital Markets Limited ("BMO"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively for Amerisur and no one else in connection
with the above and will not be responsible to anyone other than
Amerisur for providing the protections offered to clients of BMO
nor for providing advice in relation to the subject matter of this
announcement or any other matters referred to in this
announcement.
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised
and regulated in the United Kingdom by the Financial Conduct
Authority, is acting exclusively for Amerisur and no one else in
connection with the above and will not be responsible to anyone
other than Amerisur for providing the protections offered to
clients of Stifel nor for providing advice in relation to the
subject matter of this announcement or any other matters referred
to in this announcement.
Arden Partners plc ("Arden"), which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Amerisur and no one else in connection with the
above and will not be responsible to anyone other than Amerisur for
providing the protections offered to clients of Arden nor for
providing advice in relation to the subject matter of this
announcement or any other matters referred to in this
announcement.
Investec Bank plc ("Investec"), which is authorised by the
Prudential Regulation Authority and is regulated in the United
Kingdom by the Financial Conduct Authority and the Prudential
Regulation Authority, is acting exclusively for Amerisur and no one
else in connection with the Transaction and any other arrangements
referred to in this announcement. Investec will not regard any
other person (whether or not a recipient of this announcement) as
its client in relation to the Transaction and the other
arrangements referred to in this announcement and will not be
responsible to anyone other than Amerisur for providing the
protections offered to clients of Investec nor for providing advice
in relation to the subject matter of this announcement or any other
matters referred to in this announcement.
N.M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority, is acting exclusively for GeoPark and
no one else in connection with the Transaction and will not be
responsible to anyone other than GeoPark for providing the
protections offered to clients of Rothschild & Co nor for
providing advice in relation to the subject matter of this
announcement or any other matters referred to in this
announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on BMO, Stifel, Arden, Investec and Rothschild &
Co by the FSMA or the regulatory regime established thereunder,
each of BMO, Stifel, Arden, Investec and Rothschild & Co does
not make any representation express or implied in relation to, nor
accepts any responsibility whatsoever for, the contents of this
announcement, or any other statement made or purported to be made
by it or on its behalf in connection with Amerisur, the Transaction
or the other arrangements referred to in this announcement. Each of
BMO, Stifel, Arden, Investec and Rothschild & Co (and their
respective subsidiaries, branches and affiliates) accordingly, to
the fullest extent permissible by law, disclaims all and any
responsibility or liability (save for any statutory liability)
whether arising in tort, contract or otherwise which it might have
in respect of the contents of this announcement or any other
statement made or purported to be made by it or on its behalf in
connection with Amerisur or the Transaction or the other
arrangements referred to in this announcement.
Ashurst LLP and Rosenblatt Limited are retained as legal
advisers to Amerisur. Norton Rose Fulbright LLP is retained as
legal adviser to GeoPark and GeoPark Colombia.
Further information
This announcement is not intended to and does not constitute, or
form part of, an offer, invitation or the solicitation of an offer
to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the Transaction or
otherwise, nor shall there be any sale, issuance or transfer of
securities of Amerisur in any jurisdiction in contravention of
applicable law.
The Transaction will be implemented solely by means of the
Scheme Document, which will contain the full terms and conditions
of the Transaction including details of how to vote in respect of
the Transaction. Any vote in respect of the Scheme or other
response in relation to the Transaction should be made only on the
basis of the information contained in the Scheme Document.
It is expected that the Scheme Document (including notices of
the Amerisur Shareholder Meetings) together with the relevant Forms
of Proxy, will be posted to Amerisur Shareholders as soon as is
reasonably practicable and in any event within 28 days of this
announcement, unless otherwise agreed with the Panel. The Scheme
Document will also contain an updated reserves valuation reported
on in accordance with Rule 29 of the Takeover Code.
The statements contained in this announcement are made as at the
date of this announcement, unless some other time is specified in
relation to them. Nothing contained in this announcement shall be
deemed to be a forecast, projection or estimate of the future
financial performance of Amerisur or the Amerisur Group or GeoPark,
GeoPark Colombia or the GeoPark Group where otherwise stated.
This announcement has been prepared for the purposes of
complying with English law, the rules of the London Stock Exchange
and the Takeover 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 and regulations of
any other jurisdictions.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Please be aware that addresses, electronic addresses and certain
other information provided by Amerisur Shareholders, persons with
information rights and other relevant persons for the receipt of
communication by Amerisur may be provided to GeoPark Colombia
during the Offer Period as required by Section 4 of Appendix 4 of
the Takeover Code.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover 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 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 Takeover 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(s), 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.
Overseas Shareholders
This announcement has been prepared for the purpose of complying
with English law, the Takeover Code, the Market Abuse Regulation
and the Disclosure Guidance and Transparency Rules 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 of England.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and/or regulation. Persons who are not resident in the United
Kingdom, or who are subject to other jurisdictions should inform
themselves of, and observe, any applicable legal or regulatory
requirements. In particular, the ability of persons who are not
resident in the United Kingdom or who are subject to the laws of
another jurisdiction to participate in the Transaction or to vote
their Scheme Shares in respect of the Scheme at the Amerisur Court
Meeting, or to execute and deliver Forms of Proxy appointing
another to vote at the Amerisur Court Meeting on their behalf, may
be affected by the laws of the relevant jurisdictions in which they
are located or to which they are subject. Any failure to comply
with the applicable requirements may constitute a violation of the
laws and/or regulations of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons
involved in the Transaction disclaim any responsibility or
liability for the violation of such restrictions by any person.
Unless otherwise determined by GeoPark Colombia or required by
the Takeover Code and permitted by applicable law and regulation,
participation in the Transaction will not be made available,
directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction and no
person may vote in favour of the Transaction by any such use,
means, instrumentality or form within a Restricted Jurisdiction or
any other jurisdiction if to do so would constitute a violation of
the laws of that jurisdiction. Accordingly, copies of this
announcement and all documentation relating to the Transaction 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 Transaction (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 vote in respect of the Transaction.
If the Transaction is implemented by way of a Takeover Offer
(unless otherwise permitted by applicable law and regulation), the
Takeover Offer may not be made, directly or indirectly, in or into
or by use of the mails or any other means or instrumentality
(including, without limitation, facsimile, e-mail or other
electronic transmission, telex or telephone) of interstate or
foreign commerce of, or any facility of a national, state or other
securities exchange of any Restricted Jurisdiction and the Takeover
Offer will not be capable of acceptance by any such use, means,
instrumentality or facilities or from within any Restricted
Jurisdiction.
Further details in relation to overseas shareholders will be
contained in the Scheme Document.
Forward--looking statements
This announcement contains statements about GeoPark, GeoPark
Colombia and Amerisur 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", "goals", "should", "would",
"could", "continue", "plans", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "estimates", "hopes",
"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 Amerisur's or GeoPark's
operations and potential synergies resulting from the Transaction;
and (iii) the effects of government regulation on Amerisur's or
GeoPark'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. Amerisur,
GeoPark and GeoPark Colombia disclaim any obligation to update any
forward looking or other statements contained herein, except as
required by applicable law or regulation.
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser, duly authorised under the FSMA if you are resident in the
United Kingdom, or from another appropriately authorised
independent financial adviser.
Profit forecasts and estimates
No statement in this announcement is intended to constitute a
profit forecast or profit estimate and no statement in this
announcement should be interpreted to mean that the earnings or
future earnings per share of or dividends or future dividends per
share of GeoPark and/or Amerisur for current or future financial
years will necessarily match or exceed the historical or published
earnings or dividends per share of GeoPark or Amerisur, as
appropriate.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Publication on website and hard copies
A copy of this announcement and the documents required to be
published by Rule 26 of the Takeover Code and, in the case of
Amerisur only, pursuant to Rules 20 and 26 of the AIM Rules for
Companies will be available, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, on
GeoPark's website at https://www.geo-park.com/en/index/ and
Amerisur's website at www.amerisurresources.com/investor-centre by
no later than 12 noon (London time) on the Business Day following
the date of this announcement. For the avoidance of doubt, the
content those websites are not incorporated into and do not form
part of this announcement. Copies of this announcement will be
posted to Amerisur Shareholders today.
Amerisur Shareholders may request a hard copy of this
announcement by contacting Link Asset Services 0371 664 0321 within
the United Kingdom or +44 (0) 371 664 0300 from overseas or by
submitting a request in writing to The Registry, 34 Beckenham Road,
Beckenham, Kent, BR3 4TU or to
shareholderenquiries@linkgroup.co.uk. If you have received this
announcement in electronic form, copies of this announcement and
any document or information incorporated by reference into this
announcement will not be provided unless such a request is
made.
Important Information
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under FSMA if you are a resident in the
United Kingdom or, if not, from another appropriately authorised
independent financial adviser.
appendix 1
CONDITIONS AND FURTHER TERMS OF THE TRANSACTION
The Transaction will comply with the Takeover Code, will be
governed by English law and will be subject to the exclusive
jurisdiction of the English courts. In addition it will be subject
to the terms and conditions set out in the Scheme Document.
Part A: Conditions of the Scheme and the Transaction
1. The Scheme will be conditional on:
(a) (i) its approval by a majority in number representing not
less than 75 per cent. in value of Amerisur Shareholders (or the
relevant class or classes thereof, if applicable) who are on the
register of members of Amerisur at the Voting Record Time, present
and voting, either in person or by proxy, at the Amerisur Court
Meeting and at any separate class meeting which may be required and
(ii) such Amerisur Court Meeting being held on or before the 22nd
day after the expected date of the Amerisur Court Meeting to be set
out in the Scheme Document in due course or such later date (if
any) as GeoPark Colombia and Amerisur may agree with the consent of
the Panel, and, if required, the Court may allow;
(b) (i) the resolutions required to implement the Scheme being
duly passed at the Amerisur General Meeting and (ii) such Amerisur
General Meeting being held on or before the 22nd day after the
expected date of the Amerisur General Meeting to be set out in the
Scheme Document in due course or such later date (if any) as
GeoPark Colombia and Amerisur may agree with the consent of the
Panel, and, if required, the Court may allow;
(c) (i) the sanction of the Scheme by the Court (with or without
modification (but subject to such modification being acceptable to
GeoPark Colombia and Amerisur)); (ii) the hearing by the Court
being held on or before the 22nd day after the expected date of
such hearing to be set out in the Scheme Document in due course or
such later date (if any) as GeoPark Colombia and Amerisur may agree
with the consent of the Panel, and, if required, the Court may
allow; and (iii) the delivery of a copy of the Court Order to the
Registrar of Companies; and
(d) the Scheme becoming unconditional and effective, subject to
the Takeover Code, by no later than 11.59 p.m. on 29 April 2020 or
such later date (if any) as GeoPark Colombia and Amerisur may agree
and the Panel and the Court may allow.
2. Amerisur and GeoPark Colombia have agreed that, subject to
the provisions of Part B below and the requirements of the Panel in
accordance with the Takeover Code, the Scheme will also be
conditional upon the satisfaction (and their continuing to be
satisfied pending commencement of the hearing to sanction the
Scheme) or (where applicable) waiver of the following
Conditions:
(a) Colombian regulatory clearances
all merger control filings to SIC having been made in accordance
with all applicable laws and regulations in the Republic of
Colombia and all merger control clearances or approvals that are
necessary from SIC thereunder having been received on terms
reasonably satisfactory to GeoPark Colombia or any waiting periods
having expired, lapsed or otherwise terminated (as applicable);
(b) ANH approvals
all filings to ANH having been made in accordance with the terms
of the PUT 12 and PUT 14 Contracts and all approvals that are
necessary from ANH thereunder having been received on terms
reasonably satisfactory to GeoPark Colombia or any waiting periods
having expired, lapsed or otherwise terminated;
(c) Other Third Party clearances
no central bank, government, government department or
governmental, quasi-governmental, supranational, statutory,
regulatory, administrative, fiscal, environmental or investigative
body, court, association, institution, or any other body or person
whatsoever in any jurisdiction (each a "Third Party") having given
notice of a decision to take, institute, implement or threaten any
action, proceeding, suit, investigation, enquiry or reference, or
having enacted, made or proposed any statute, regulation, decision
or order and there not continuing to be outstanding any statute,
regulation, decision or order which would or might reasonably be
expected to:
(i) make the Transaction, its implementation or the acquisition
or proposed acquisition of any shares or other securities in, or
control or management of, any member of the Wider Amerisur Group by
any member of the Wider GeoPark Group void, illegal and/or
unenforceable under the laws of any relevant jurisdiction, or
otherwise directly or indirectly prevent, prohibit, or materially
restrain, restrict, impede, challenge, delay or otherwise
materially interfere with the implementation of, or impose
additional material conditions or obligations with respect to, the
Transaction or the acquisition of any shares or other securities
in, or control or management of, any member of the Wider Amerisur
Group by any member of the Wider GeoPark Group or require material
adverse amendment of the Scheme;
(ii) require, prevent or materially delay the divestiture or
materially alter the terms envisaged for any proposed divestiture
by any member of the Wider GeoPark Group or by any member of the
Wider Amerisur Group of all or any material part of their
businesses, assets or property or impose any material limitation on
the ability of all or any of them to conduct their businesses (or
any part thereof) or to own, control or manage any of their assets
or properties (or any part thereof) to an extent which is material
in the context of the Wider Amerisur Group taken as a whole or the
Wider GeoPark Group taken as a whole or in the context of the
Transaction (as the case may be);
(iii) impose any material limitation on, or result in a material
delay in, the ability of any member of the Wider GeoPark Group
directly or indirectly to acquire or hold or to exercise
effectively all or any rights of ownership in respect of shares or
other securities in Amerisur (or any member of the Wider Amerisur
Group) or on the ability of any member of the Wider Amerisur Group
or any member of the Wider GeoPark Group directly or indirectly to
hold or exercise effectively any rights of ownership in respect of
shares or other securities (or the equivalent) in, or to exercise
management control over, any member of the Wider Amerisur Group to
an extent which is material in the context of the Wider Amerisur
Group taken as a whole or the Wider GeoPark Group taken as a whole
or in the context of the Transaction (as the case may be);
(iv) other than pursuant to the implementation of the Scheme,
require any member of the Wider GeoPark Group or the Wider Amerisur
Group to acquire or offer to acquire any shares, other securities
(or the equivalent) or interest in any member of the Wider Amerisur
Group owned by any third party which is material in the context of
the Wider Amerisur Group or the Wider GeoPark Group, in either case
taken as a whole;
(v) require, prevent or materially delay a divestiture or
materially alter the terms envisaged for any proposed divestiture
by any member of the Wider GeoPark Group of any shares or other
securities (or the equivalent) in any member of the Wider Amerisur
Group which is material in the context of the Wider Amerisur Group
taken as a whole or in the context of the Transaction (as the case
may be);
(vi) result in any member of the Wider Amerisur Group ceasing to
be able to carry on business under any name under which it
presently carries on business to an extent which is material in the
context of the Amerisur Group taken as a whole or in the context of
the Transaction;
(vii) impose any limitation on the ability of any member of the
Wider GeoPark Group or any member of the Wider Amerisur Group to
conduct, integrate or co-ordinate all or any material part of their
respective businesses with all or any material part of the business
of any other member of the Wider GeoPark Group and/or the Wider
Amerisur Group in a manner which is materially adverse to the Wider
GeoPark Group and/or the Wider Amerisur Group, in either case,
taken as a whole or in the context of the Transaction;
(viii) otherwise adversely affect any or all of the business,
assets, profits, or financial or trading position of any member of
the Wider Amerisur Group or any member of the Wider GeoPark Group
in each case in a manner which is adverse to and material in the
context of the Wider Amerisur Group taken as a whole or of the
obligations of any members of the Wider GeoPark Group taken as a
whole in connection with the financing of the Transaction;
(ix) all applicable waiting and other time periods (including
any extensions thereof) during which any such Third Party could
decide to take, institute, implement or threaten any such action,
proceeding, suit, investigation, enquiry or reference or take any
other step under the laws of any jurisdiction in respect of the
Transaction or proposed acquisition of any Amerisur Shares or
otherwise intervene having expired, lapsed, or been terminated;
(x) all material notifications, filings or applications which
are deemed by GeoPark Colombia (acting reasonably) to be necessary
or appropriate having been made in connection with the Transaction
and all necessary waiting and other time periods (including any
extensions thereof) under any applicable legislation or regulation
of any jurisdiction having expired, lapsed or been terminated (as
appropriate) and all statutory and regulatory obligations in any
jurisdiction having been complied with and all Authorisations which
are deemed by GeoPark Colombia (acting reasonably) to be necessary
or appropriate in any jurisdiction for or in respect of the
Transaction or the proposed acquisition of any shares or other
securities in, or control of, Amerisur by any member of the Wider
GeoPark Group having been obtained in terms and in a form
reasonably satisfactory to GeoPark Colombia from all appropriate
Third Parties or (without prejudice to the generality of the
foregoing) from any person or bodies with whom any member of the
Wider Amerisur Group or the Wider GeoPark Group has entered into
material contractual arrangements and all such Authorisations which
are deemed by GeoPark Colombia (acting reasonably) to be necessary
or appropriate to carry on the business of any member of the Wider
Amerisur Group in any jurisdiction having been obtained in each
case where the direct consequence of a failure to make such
notification or filing or to wait for the expiry, lapse or
termination of any such waiting or other time period or to comply
with such obligation or obtain such Authorisation would be unlawful
in any relevant jurisdiction or have a material adverse effect on
the Wider Amerisur Group, any member of the GeoPark Group or the
ability of GeoPark Colombia to implement the Transaction and all
such Authorisations remaining in full force and effect at the time
at which the Scheme becomes otherwise unconditional in all respects
and there being no notice of an intention to revoke, suspend,
restrict, materially modify or not to renew such
Authorisations;
(xi) no temporary restraining order, preliminary or permanent
injunction, preliminary or permanent enjoinment, or other order
threatened or issued and being in effect by a court or other Third
Party which has the effect of making the Transaction or any
acquisition or proposed acquisition of any shares or other
securities or control or management of, any member of the Wider
Amerisur Group by any member of the Wider GeoPark Group, or the
implementation of either of them, void, voidable, illegal and/or
enforceable under the laws of any relevant jurisdiction, or
otherwise directly or indirectly prohibiting, preventing or
materially restraining, restricting, delaying or otherwise
interfering with the consummation or the approval of the
Transaction or any matter arising from the proposed acquisition of
any shares or other securities in, or control or management of, any
member of the Wider Amerisur Group by any member of the Wider
GeoPark Group;
(d) Confirmation of absence of adverse circumstances
(i) except as Disclosed, there being no provision of any
arrangement, agreement, licence, permit, franchise, lease or other
instrument to which any member of the Wider Amerisur Group is a
party or by or to which any such member or any of its assets is or
may be bound, entitled or be subject or any event or circumstance
which, as a consequence of the Transaction or the proposed
acquisition by any member of the Wider GeoPark Group of any shares
or other securities in Amerisur or because of a change in the
control or management of any member of the Wider Amerisur Group or
otherwise, would or might reasonably be expected to result in, in
each case to an extent which is material in the context of the
Wider Amerisur Group taken as a whole:
(A) any monies borrowed by, or any other indebtedness, actual or
contingent of, or any grant available to, any member of the Wider
Amerisur Group being or becoming repayable, or capable of being
declared repayable, immediately or prior to its or their stated
maturity date or repayment date, or the ability of any such member
to borrow monies or incur any indebtedness being withdrawn or
inhibited or being capable of becoming or being withdrawn or
inhibited;
(B) the rights, liabilities, obligations, interests or business
of any member of the Wider Amerisur Group or any member of the
Wider GeoPark Group under any such arrangement, agreement, licence,
permit, lease or instrument or the interests or business of any
member of the Wider Amerisur Group or any member of the Wider
GeoPark Group in or with any other firm or company or body or
person (or any agreement or arrangement relating to any such
business or interests) being or likely to become terminated or
materially and adversely modified or affected or any material
onerous obligation or liability arising or any material adverse
action being taken or arising thereunder;
(C) any member of the Wider Amerisur Group ceasing to be able to
carry on business under any name under which it presently carries
on business to an extent which is material in the context of the
Amerisur Group taken as a whole or in the context of the
Transaction;
(D) any assets or interests of, or any asset the use of which is
enjoyed by, any member of the Wider Amerisur Group being or falling
to be disposed of or charged or any right arising under which any
such asset or interest could be required to be disposed of or
charged or could cease to be available to any member of the Wider
Amerisur Group otherwise than in the ordinary course of
business;
(E) the creation (save in the ordinary and usual course of
business) or 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 Wider Amerisur Group or any such
mortgage, charge or other security interest (whenever created,
arising or having arisen), becoming enforceable;
(F) the business, assets, financial or trading position or
profits, of any member of the Wider Amerisur Group being materially
prejudiced or materially and adversely affected;
(G) the creation or acceleration of any material liability
(actual or contingent) by any member of the Wider Amerisur Group
other than trade creditors or other liabilities incurred in the
ordinary course of business; or
(H) any liability of any member of the Wider Amerisur Group to
make any severance, termination, bonus or other payment to any of
its directors or other officers;
(e) No material transactions, claims or changes in the conduct
of the business of the Amerisur Group
(i) except as Disclosed, no member of the Wider Amerisur Group having since 31 December 2018:
(A) save as between Amerisur and its wholly owned subsidiaries
or between such wholly owned subsidiaries and save for the issue or
transfer out of treasury of Amerisur Shares on the exercise of
options or vesting of awards granted before the date of this
announcement in the ordinary course, issued or agreed to issue or
authorised or proposed or announced its intention to authorise or
propose the issue of additional shares of any class, or securities
or securities convertible into, or exchangeable for, or rights,
warrants or options to subscribe for or acquire, any such shares or
convertible securities or transferred or sold or agreed to transfer
or sell or authorised or proposed the transfer or sale of Amerisur
Shares out of treasury;
(B) recommended, declared, paid or made or proposed to
recommend, declare, pay or make any bonus, dividend or other
distribution (whether payable in cash or otherwise) other than to
Amerisur or one of its wholly owned subsidiaries;
(C) save as between Amerisur and its wholly owned subsidiaries
or between such wholly owned subsidiaries, merged with (by
statutory merger or otherwise) or demerged from or acquired any
body corporate, partnership or business or acquired or disposed of,
or, other than in the ordinary course of business, transferred,
mortgaged or charged or created any security interest over, any
assets or any right, title or interest in any asset (including
shares and trade investments) or authorised, proposed or announced
any intention to do so;
(D) save as between Amerisur and its wholly owned subsidiaries
or between such wholly owned subsidiaries, made, authorised,
proposed or announced an intention to propose any change in its
loan capital;
(E) issued, authorised, proposed or announced an intention to
authorise or propose the issue of, or made any change in or to the
terms of, any debentures or (save in the ordinary course of
business and save as between Amerisur and its wholly owned
subsidiaries or between such wholly owned subsidiaries) incurred or
increased any indebtedness or become subject to any contingent
liability to an extent which is material in the context of the
Wider Amerisur Group or in the context of the Transaction;
(F) entered into, varied, authorised or proposed entry into or
variation of, or announced its intention to enter into or vary, any
contract, transaction, arrangement or commitment (whether in
respect of capital expenditure or otherwise) (otherwise than in the
ordinary course of business) which is of a long term, unusual or
onerous nature, or which involves or could reasonably be expected
to involve an obligation of a nature or magnitude which is, in any
such case, material in the context of the Wider Amerisur Group or
in the context of the Transaction, or which is or is reasonably
likely to be materially restrictive on the business of any member
of the Wider Amerisur Group to an extent which is or is likely to
be material to the Wider Amerisur Group taken as a whole or in the
context of the Transaction;
(G) entered into, varied, authorised or proposed the entry into
or variation of, or announced its intention to enter into or vary
the terms of or made any offer (which remains open for acceptance)
to enter into or vary the terms of, any contract, commitment,
arrangement or any service agreement with any director or senior
executive of the Wider Amerisur Group save for salary increases,
bonuses or variations of terms in the ordinary course;
(H) proposed, agreed to provide or modified in any material
respect the terms of any share plan, incentive scheme, or other
benefit relating to the employment or termination of employment of
any employee of the Wider Amerisur Group which, taken as a whole,
are material in the context of the Wider Amerisur Group taken as a
whole;
(I) entered into, implemented or effected, or authorised,
proposed or announced its intention to implement or effect, any
joint venture, asset or profit sharing arrangement, partnership,
composition, assignment, reconstruction, amalgamation, commitment,
scheme or other transaction or arrangement (other than the Scheme)
otherwise than in the ordinary course of business which is material
in the context of the Wider Amerisur Group taken as a whole or in
the context of the Transaction;
(J) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities
or reduced or, save in respect of the matters mentioned in
sub-paragraph (A) above, made any other change to any part of its
share capital to an extent which (other than in the case of
Amerisur) is material in the context of the Wider Amerisur
Group;
(K) waived, compromised or settled any claim otherwise than in
the ordinary course of business which is material in the context of
the Wider Amerisur Group taken as a whole or in the context of the
Transaction;
(L) made any material alteration to its articles of association
or other constitutional documents;
(M) (other than in respect of a member which is dormant and was
solvent at the relevant time) taken or proposed any steps,
corporate action or had any legal proceedings instituted or
threatened against it in relation to the suspension of payments, a
moratorium of any indebtedness, its winding up (voluntary or
otherwise), dissolution, reorganisation or for the appointment of
any administrator, receiver, manager, administrative receiver,
trustee or similar officer of all or any of its assets or revenues
or any analogous proceedings in any jurisdiction or appointed any
analogous person in any jurisdiction or had any such person
appointed;
(N) been unable, or admitted in writing that it is unable, to
pay its debts or commenced negotiations with one or more of its
creditors with a view to rescheduling or restructuring any of its
indebtedness, or having stopped or suspended (or threatened to stop
or suspend) payment of its debts generally or ceased or threatened
to cease carrying on all or a substantial part of its business;
(O) entered into any material contract, commitment, agreement or
arrangement otherwise than in the ordinary course of business or
passed any resolution or made any offer (which remains open for
acceptance) with respect to or announced an intention to, or to
propose to, effect any of the transactions, matters or events
referred to in this condition;
(P) terminated or varied the terms of any material agreement or
arrangement between any member of the Wider Amerisur Group and any
other person in a manner which would or might be expected to have a
material adverse effect on the financial position of the Wider
Amerisur Group taken as a whole;
(Q) except in relation to changes made or agreed as a result of,
or arising from changes to legislation, made or agreed or consented
to any significant change to the following in a way that is
material in the context of the Wider Amerisur Group taken as a
whole or in the context of the Transaction:
(aa) the terms of the trust deeds and rules constituting the
pension scheme(s) established by any member of the Wider Amerisur
Group for its directors, employees or their dependants;
(bb) the contributions payable to any such scheme(s) or to the
benefits which accrue, or to the pensions which are payable,
thereunder;
(cc) the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions are calculated or
determined; or
(dd) the basis upon which the liabilities (including pensions)
of such pension schemes are funded, valued, made, agreed or
consented to, to an extent which is in any such case material in
the context of the Wider Amerisur Group taken as a whole; or
(R) having taken (or agreed to take) any action which requires,
or would require, the approval of Amerisur Shareholders in general
meeting in accordance with, or as contemplated by, Rule 21.1 of the
Takeover Code;
(f) No material adverse change
(i) since 31 December 2018 and except as Disclosed:
(A) there having been no adverse change and no circumstance
having arisen which would be expected to result in any adverse
change or deterioration in the business, assets, financial or
trading position or profits or operational performance of any
member of the Wider Amerisur Group to an extent which is material
to the Wider Amerisur Group taken as a whole or in the context of
the Transaction;
(B) no litigation, arbitration proceedings, prosecution or other
legal proceedings having been threatened, announced or instituted
by or against or remaining outstanding against any member of the
Wider Amerisur Group or to which any member of the Wider Amerisur
Group is or may become a party (whether as claimant or defendant or
otherwise) and no enquiry, review, investigation or enforcement
proceedings by, or complaint or reference to, any Third Party
against or in respect of any member of the Wider Amerisur Group
having been threatened, announced or instituted by or against, or
remaining outstanding in respect of, any member of the Wider
Amerisur Group which, in any such case, might be expected to have a
material adverse effect on the Wider Amerisur Group taken as a
whole or in the context of the Transaction;
(C) no contingent or other liability having arisen, increased or
become apparent which might be likely to adversely affect the
business, assets, financial or trading position, profits, prospects
or operational performance of any member of the Wider Amerisur
Group to an extent which is material to the Wider Amerisur Group
taken as a whole or in the context of the Transaction; and
(D) no steps having been taken and no omissions having been made
which are likely to result in the withdrawal, cancellation,
termination or modification of any licence held by any member of
the Wider Amerisur Group, which is necessary for the proper
carrying on of its business and the withdrawal, cancellation,
termination or modification of which is material and likely to have
an adverse effect on the Wider Amerisur Group taken as a whole or
in the context of the Transaction;
(ii) since 31 December 2018 and except as Disclosed, GeoPark Colombia not having discovered:
(A) that any financial, business or other information concerning
the Wider Amerisur Group publicly announced or disclosed to any
member of the Wider GeoPark Group at any time by or on behalf of
any member of the Amerisur Group or to any of their advisers is
misleading, contains a material misrepresentation of fact or omits
to state a fact necessary to make that information not misleading
and which is, in any case, material in the context of the Wider
Amerisur Group taken as a whole or in the context of the
Transaction;
(B) that any member of the Wider Amerisur Group is subject to
any liability (actual or contingent) and which is material in the
context of the Wider Amerisur Group or in the context of the
Transaction; and
(C) any information which affects the import of any information
disclosed to GeoPark Colombia at any time by or on behalf of any
member of the Wider Amerisur Group which is material in the context
of the Wider Amerisur Group;
(g) Environmental liabilities
in relation to any release, emission, accumulation, discharge,
disposal or other fact or circumstance which has impaired or is
likely to impair the environment (including property) or harmed or
is likely to harm the health of humans, animals or other living
organisms or eco systems, no past or present member of the Wider
Amerisur Group, in a manner or to an extent which is material in
the context of the Wider Amerisur Group, (i) having committed any
violation of any applicable laws, statutes, regulations,
authorisations, orders, grants, recognitions, confirmations,
consents, licences, clearances, certificates, permissions or
approvals, notices or other requirements of any Third Party; and/or
(ii) having incurred any liability (whether actual or contingent)
to any Third Party; and/or (iii) being required, to make good,
remediate, repair, re instate or clean up the environment
(including any property);
(h) Anti-corruption, sanctions and criminal property
since 31 December 2018 and except as Disclosed, GeoPark Colombia
not having discovered that:
(i) any:
(A) past or present member, director, officer or employee of the Wider Amerisur Group; or
(B) person that performs or has performed services on behalf of the Wider Amerisur Group,
has at any time engaged in an activity, practice or conduct
which would constitute an offence under the UK Bribery Act 2010,
the US Foreign Practices Act of 1977 or any other applicable
anti-corruption legislation;
(ii) any asset of any member of the Wider Amerisur Group
constitutes criminal property as defined by section 340(3) of the
Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that
definition);
(iii) any past or present member, director, officer or employee
of the Wider Amerisur Group, or any other person for whom any such
person may be liable or responsible, has engaged in any business
with, made any investments in, or made any payments or assets
available to or received any funds or asset from:
(A) any government, entity, or individual with which US persons
or European Union persons (or persons operating in those
territories) are prohibited from engaging in activities, doing
business or from receiving or making available funds or economic
resources, by US or European Union laws or regulations, including
the economic sanctions administered by the United States Office of
Foreign Assets Control or HM Treasury & Customs; or
(B) any government, entity or individual targeted by any of the
economic sanctions of the United Nations, United States or the
European Union or any of its member states;
(iv) a member of the Wider Amerisur Group has engaged in any
behaviour which would cause the GeoPark Group to be in breach of
any law or regulation on completion of the Offer, including the
economic sanctions administered by the United States Office of
Foreign Assets Control, HM Treasury & Customs or any
government, entity or individual targeted by any of the economic
sanctions of the United Nations, United States or the European
Union or any of its member states;
(v) any past or present member of the Wider Amerisur Group or
any person that performs or has performed services for or on behalf
of any such company is or has at any time engaged in any activity,
practice or conduct (or omitted to take any action) in
contravention of the UK Bribery Act 2010, the US Foreign Corrupt
Practices Act of 1977, as amended or any other applicable
anti-corruption legislation;
(vi) any member of the Wider Amerisur Group is ineligible to be
awarded any contract or business under section 23of the Public
Contracts Regulations 2006 or section 26 of the Utilities Contracts
Regulations 2006 (each as amended); or
(vii) any past or present member of the Wider Amerisur Group has
engaged in any activity or business with, or made any investments
in, or made any payments to any government, entity or individual
covered by any of the economic sanctions administered by the United
Nations or the European Union (or any of their respective member
states) or the United States Office of Foreign Assets Control or
any other governmental or supranational body or authority in any
jurisdiction.
Part B: Waiver of Conditions and further terms of the
Transaction and the Scheme
3. Subject to the requirements of the Panel in accordance with
the Takeover Code, or if required, by the Court, GeoPark Colombia
reserves the right to waive, in whole or in part, all or any of the
above Conditions, except Conditions 1(a), 1(b), 1(c) and 1(d) which
cannot be waived.
4. Conditions 2(a) to (i) (inclusive) must each be fulfilled,
determined by GeoPark Colombia to be or to remain satisfied or
(where applicable) be waived by GeoPark Colombia, by no later than
11.59 p.m. on the date immediately preceding the date of the Court
hearing to sanction the Scheme (or such later time and/or date as
the Court may allow), failing which the Transaction will lapse.
5. The Transaction will lapse if the Scheme does not become
effective by 11.59 p.m. on 29 April 2020 (or such later date as may
be agreed between GeoPark Colombia and Amerisur).
6. In accordance with Rule 12 of the Takeover Code, the
Transaction shall lapse if: (i) in so far as the Transaction or any
matter arising from or relating to the Scheme or Transaction
constitutes a concentration with a Community dimension within the
scope of the Council Regulation (EC) No 139/2004 of the European
Union (the "EU Regulation"), the European Commission either
initiates proceedings under Article 6(1)(c) of the EU Regulation or
makes a referral to a competent authority in the United Kingdom
under Article 9(1) of the EU Regulation and there is then a CMA
Phase 2 Reference; or (ii) the Transaction or any matter arising
from or relating to the Scheme or Transaction becomes subject to a
CMA Phase 2 Reference, in each case before the date of the Amerisur
Court Meeting.
7. If GeoPark Colombia is required by the Panel to make an offer
for Amerisur Shares under the provisions of Rule 9 of the Takeover
Code, GeoPark Colombia may make such alterations to any of the
above Conditions as are necessary to comply with the provisions of
that Rule.
8. GeoPark Colombia reserves the right to elect to implement the
Transaction by way of a takeover offer (as defined in section 974
of the 2006 Act), subject to the terms of the Cooperation Agreement
and (where necessary) the consent of the Panel, as an alternative
to the Scheme. In such event, the Transaction will be implemented
on the same terms (subject to appropriate amendments including
(without limitation) the inclusion of an acceptance condition set
at 90 per cent. (or such lower percentage as GeoPark Colombia and
Amerisur may agree (or otherwise as GeoPark may determine in
accordance with the Cooperation Agreement), in each case subject to
the rules of the Takeover Code and with the consent of the Panel)
of the shares to which the Transaction relates and those required
by, or deemed appropriate by, GeoPark Colombia under applicable
law, so far as applicable) as those which would apply to the
Scheme. Further, if sufficient acceptances of such offer are
received and/or sufficient Amerisur Shares are otherwise acquired,
it is the intention of GeoPark Colombia to apply the provisions of
Part 28 of the 2006 Act to acquire compulsorily any outstanding
Amerisur Shares to which such offer relates.
9. Under Rule 13.5(a) of the Takeover Code, GeoPark Colombia may
not invoke a Condition so as to cause the Transaction not to
proceed, to lapse or to be withdrawn unless the circumstances which
give rise to the right to invoke the Condition are of material
significance to GeoPark Colombia in the context of the Transaction.
Conditions 1(a), 1(b), 1(c) and 1(d) are not subject to this
provision of the Takeover Code.
10. The Transaction will be subject, inter alia, to the
Conditions and certain further terms which are set out in this
Appendix 1 and those terms which will be set out in the Scheme
Document and such further terms as may be required to comply with
the provisions of the Code.
11. GeoPark Colombia shall be under no obligation to waive (if
capable of waiver), to determine to be or remain satisfied or treat
as fulfilled any of Conditions 2(a) to 2(h) (inclusive) by a date
earlier than the latest date for the fulfilment of that Condition,
notwithstanding that the other Conditions may at an earlier date
have been waived or fulfilled and that there are, at such earlier
date, no circumstances indicating that any Condition may not be
capable of fulfilment.
12. Amerisur Shares will be acquired by GeoPark Colombia with
full title guarantee, fully paid and free from all liens, equitable
interests, charges, encumbrances and other third party rights of
any nature whatsoever and together with all rights attaching to
them, including the right to receive and retain all dividends and
distributions (if any) declared, made or paid after the date of
this announcement. If after the date of this announcement and prior
the Effective Date, any dividend and/or other distribution and/or
other return of value is declared, made or paid in respect of
Amerisur Shares, GeoPark Colombia shall be entitled to reduce the
amount of consideration payable for such Amerisur Shares under the
terms of the Transaction by an amount equivalent to such dividend,
other distribution or return of value in which case any reference
in this announcement to the consideration payable under the terms
of the Transaction shall be deemed to be a reference to the
consideration as so reduced.
13. Any persons who are subject to the laws of any jurisdiction
other than the United Kingdom should inform themselves about and
observe any applicable requirements. Further information in
relation to overseas shareholders will be contained in the Scheme
Document.
14. Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other
Condition.
15. The Transaction will be governed by English law and be
subject to the jurisdiction of the English courts and to the
Conditions set out above.
appendix 2
SOURCES AND BASES OF INFORMATION
Unless otherwise stated in this announcement:
1. the value attributed to the fully diluted issued share
capital of Amerisur is based on 1,261,506,596 Amerisur Shares in
issue and to be issued, as at 14 November 2019, being the last
practicable dealing date prior to the publication of this
announcement;
2. references to the existing issued share capital of Amerisur
are to the number of Amerisur Shares in issue as at 14 November
2019, being the last business day prior to the date of this
announcement, which was 1,215,467,768 Amerisur Shares. The
international securities identification number for the Amerisur
Shares is GB0032087826;
3. unless otherwise stated, the financial information relating
to Amerisur is extracted from the audited consolidated financial
statements of Amerisur for the relevant years and the unaudited
consolidated interim financial statements for the relevant periods,
prepared in accordance with IFRS;
4. where amounts are shown in both US dollars and sterling in
this announcement, an exchange rate of $1.3:GBP1 has been used;
5. unless otherwise stated, all prices for Amerisur Shares have
been derived from the Daily Official List and represent Closing
Prices on the relevant date(s);
6. the Closing Price per Amerisur Share of 12.1 pence on 18 July
2019 is derived from data provided by FactSet;
7. the volume weighted average Closing Price per Amerisur Share
of 12.4 pence from 18 June 2019 until 18 July 2019 is derived from
data provided by FactSet;
8. the volume weighted average Closing Price per Amerisur Share
of 12.5 pence from 18 April 2019 until 18 July 2019 is derived from
data provided by FactSet;
9. data attributed to the McDaniel & Associates Competent
Persons Report has been prepared in accordance with the standards
set by the Oil and Gas Reserves Committee of the Society of
Petroleum Engineers. The reserves, contingent resources and
prospective resource estimates and future net revenue forecasts
have been prepared in accordance with the 2018 SPE/WPC/AAPG/SPEE
Petroleum Resource Management System. The format and content of the
McDaniel & Associates Competent Persons Report follows the
guidance set out in the June 2009 Note for Mining and Oil & Gas
Companies published by the London Stock Exchange;
10. operating netbacks are calculated as Adjusted EBITDA (as defined by Amerisur) plus cash administrative expenses in the period. For H1 2019, operating netbacks are also less the principal elements of lease payments (following the application of IFRS16); and
11. operating netbacks per barrel are calculated as the
operating netback divided by the oil sales volumes in the period.
Oil sales volumes can be estimated by the oil sales revenues
divided by the average realised oil price in the period.
appendix 3
DETAILS OF IRREVOCABLE UNDERTAKINGS
1. Directors
The following Amerisur Directors have given irrevocable
undertakings to vote in favour of the resolutions relating to the
Transaction at the Amerisur Shareholder Meetings in respect of
their own beneficial holdings (and companies in which they have
interests) of Amerisur Shares:
Name Total number of Amerisur Percentage of existing
Shares issued share capital
of Amerisur
Giles Clarke(1) 18,092,495 1.49
------------------------- -----------------------
Elodie Goodey 36,959 0.00
------------------------- -----------------------
Nick Harrison(2) 6,460,152 0.53
------------------------- -----------------------
Christopher Jenkins 1,400,000 0.12
------------------------- -----------------------
Alexander Snow 500,000 0.04
------------------------- -----------------------
Dr John Wardle(3) 33,391,505 2.75
------------------------- -----------------------
1. This irrevocable undertaking is granted by Giles Clarke in
respect of the shares directly owned by him and the shares directly
owned by Westleigh Investment Holdings Limited, a company in which
Giles Clarke has an interest.
2. This irrevocable undertaking is granted by Nick Harrison in
respect of the shares directly owned by him and the shares directly
owned by Westleigh Investment Holdings Limited, a company in which
Nick Harrison has an interest.
3. This irrevocable undertaking is granted by John Wardle in
respect of the shares directly owned by Tracarta Limited, a company
in which John Wardle has an interest.
The obligations of the Amerisur Directors under the irrevocable
undertakings given by them shall lapse and cease to have effect:
(a) if the Scheme Document (or, in the case of a Takeover Offer,
the offer document) is not released within 28 days of the date of
publication of this Announcement or such later date as GeoPark and
Amerisur may agree; or (b) if GeoPark announces, with the consent
of the Panel, that it does not intend to proceed with the
Transaction and/or if the Transaction lapses or is withdrawn, and
in either case no new, revised or replacement acquisition is
announced in accordance with Rule 2.7 of the Code. These
irrevocable undertakings remain binding in the event a competing
offer is made for Amerisur.
2. Other Amerisur Shareholders
The following Amerisur Shareholders have given irrevocable
undertakings to vote in favour of the resolutions relating to the
Transaction at the Amerisur Shareholder Meetings in respect of
their own beneficial holdings of Amerisur Shares:
Name Total number of Amerisur Percentage of existing
Shares issued share capital
of Amerisur
Michinoko Limited 134,452,585 11.06
------------------------- -----------------------
Canaccord Genuity
Wealth Management(1) 94,690,000 7.79
------------------------- -----------------------
1. This irrevocable undertaking is granted by Hargreaves Hale
Limited on behalf of Marlborough Special Situations Fund,
Marlborough UK Microcap Growth Fund and Marlborough Nanocap Growth
Fund..
The obligations of the Amerisur Shareholders under the
irrevocable undertakings given by them as described above shall
lapse and cease to have effect: (a) if the Scheme Document (or, in
the case of a Takeover Offer, the offer document) is not released
within 28 days of the date of publication of this Announcement or
such later date as GeoPark and Amerisur may agree; or (b) if
GeoPark announces, with the consent of the Panel, that it does not
intend to proceed with the Transaction and/or if the Transaction
lapses or is withdrawn, and in either case no new, revised or
replacement acquisition is announced in accordance with Rule 2.7 of
the Code. The irrevocable undertaking given by Canaccord Genuity
Wealth Management shall also lapse if a third party announces a
firm intention to make a competing offer for Amerisur on terms
which represent an improvement of not less than 10 per cent. of the
value of the consideration offered pursuant to the Transaction
which is not at least matched by GeoPark. The irrevocable
undertaking given by Michinoko Limited remains binding in the event
a competing offer is made for Amerisur.
appendix 4
DEFINITIONS
The following definitions apply throughout this announcement
unless the context otherwise requires:
"$" means United States dollars, being the lawful currency of
the United States
"2006 Act" means the Companies Act 2006, as amended from time to
time
"Amerisur" or the "Company" Amerisur Resources plc, a company
registered in England and Wales with registered number 04030166
"Amerisur Annual Report and Accounts" means the annual report
and accounts of Amerisur for the financial year ended 31 December
2018
"Amerisur Board" means the board of directors of Amerisur
"Amerisur Court Meeting" means the meeting of Scheme
Shareholders to be convened at the direction of the Court pursuant
to Part 26 of the 2006 Act at which a resolution will be proposed
to approve the Scheme, including any adjournment thereof
"Amerisur Directors" means the directors of Amerisur and
"Amerisur Director" means any one of them
"Amerisur General Meeting" means the general meeting of Amerisur
Shareholders to be convened to consider and if thought fit pass,
inter alia, the Special Resolution in relation to the Scheme
including any adjournments thereof
"Amerisur Group" means Amerisur and its subsidiary undertakings
and where the context permits, each of them
"Amerisur Shareholder Meetings" means the Amerisur Court Meeting
and the Amerisur General Meeting
"Amerisur Shareholder(s)" means holders of Amerisur Shares
"Amerisur Share Plans" means the Amerisur Resources plc Long
Term Incentive Plan, and options over Amerisur Shares held by Giles
Clarke, Nick Harrison and Tracarta Limited (a company in which John
Wardle has an interest) granted on 22 December 2009
"Amerisur Share(s)" means the fully paid ordinary shares of 0.1p
each in the capital of Amerisur
"ANH" means the Agencia Nacional de Hidrocarburos of
Colombia
"Arden" means Arden Partners plc
"associated undertaking" shall be construed in accordance with
paragraph 19 of Schedule 6 to The Large and Medium sized Companies
and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410)
but for this purpose ignoring paragraph 19(1)(b) of Schedule 6 to
those regulations
"Authorisations" means authorisations, orders, grants,
recognitions, confirmations, consents, licences, clearances,
certificates, permissions or approvals
"BMO" means BMO Capital Markets Limited
"Business Day" means a day, not being a public holiday, Saturday
or Sunday, on which clearing banks in London are open for normal
business
"certificated" or "certificated form" means in relation to a
share or other security, a share or other security title which is
recorded in the relevant register of the share or other security as
being held in certificated form (that is, not in CREST)
"Closing Price" means the closing middle market price of a
Amerisur Share as derived from the Daily Official List on any
particular date
"CMA Phase 2 Reference" means a reference of the Transaction to
the chair of the Competition and Markets Authority for the
constitution of a group under Schedule 4 to the Enterprise and
Regulatory Reform Act 2013
"Competition and Markets Authority" means a UK statutory body
established under the Enterprise and Regulatory Reform Act 2013
"Conditions" means the conditions of the Transaction set out in
Appendix 1 of this announcement and to be set out in the Scheme
Document and "Condition" means any one of them
"Court" means the High Court of Justice in England and Wales
"Court Order" means the order of the Court sanctioning the
Scheme under Part 26 of the 2006 Act
"CREST" means the relevant system (as defined in the
Regulations) in respect of which Euroclear is the Operator (as
defined in the Regulations)
"Daily Official List" means the daily official list of the
London Stock Exchange
"Disclosed" means information which has been fairly disclosed:
(i) by, or on behalf of, Amerisur to GeoPark (or its advisers) in
any data room established by Amerisur for the purposes of the
Transaction or otherwise in writing; (ii) in the Amerisur Annual
Report and Accounts or in Interim Results of Amerisur; (iii) in any
announcement to a Regulatory Information Service by, or on behalf
of, Amerisur, prior to the publication of this announcement; or
(iv) in this announcement
"Disclosure Guidance and Transparency Rules" means the
disclosure rules and transparency rules made by the FCA pursuant to
section 73A of FSMA
"Effective" means in the context of the Transaction: (i) if the
Transaction is implemented by way of the Scheme, the Scheme having
become effective pursuant to its terms; or (ii) if the Transaction
is implemented by way of the Takeover Offer, the Takeover Offer
having been declared or having become unconditional in all respects
in accordance with the requirements of the Takeover Code
"Effective Date" means the date on which the Transaction becomes
Effective
"Excluded Shares" means (i) any Amerisur Shares which are
registered in the name of or beneficially owned by GeoPark or its
nominee(s) or any subsidiary undertaking of GeoPark or its
nominee(s)
"Euroclear" means Euroclear UK & Ireland Limited
"FCA" means Financial Conduct Authority or its successor from
time to time
"FCA Handbook" means the FCA's Handbook of rules and guidance as
amended from time to time
"FSMA" means the Financial Services and Markets Act 2000 (as
amended from time to time)
"FSP" means the formal sales process announced by Amerisur on 19
July 2019 under the Takeover Code
"GeoPark" means GeoPark Limited, a company incorporated in
Bermuda with registered number 33273
"GeoPark Board" means the board of directors of GeoPark
"GeoPark Colombia" means GeoPark Colombia S.A.S., a wholly-owned
subsidiary of GeoPark, a company incorporated in Colombia with
registered number 02173012
"GeoPark Group" means GeoPark and its subsidiary undertakings
and where the context permits, each of them
"IFRS" means international accounting standards and
international financial reporting standards and interpretations
thereof, approved or published by the International Accounting
Standards Board and adopted by the European Union
"Independent Competing Transaction" means any offer (as such
term is defined in paragraph 3.1(b) of the Introduction to the
Takeover Code) which has as its objective or potential effect
(directly or indirectly) a third party not acting in concert with
the GeoPark Group obtaining or consolidating control (as also
defined in the Takeover Code) of Amerisur
"Interim Results of Amerisur" means the interim results of
Amerisur for the six months ended 30 June 2019
"Investec" means Investec Bank plc
"Link Asset Services" means the trading name of Link Market
Services Limited
"London Stock Exchange" means the London Stock Exchange plc or
its successor
"Market Abuse Regulation" means the Market Abuse Regulation (EU)
(No 596/2014)
"McDaniel & Associates" means McDaniel & Associates
Consultants Ltd
"NYSE" means the New York Stock Exchange
"Occidental" means Occidental Andina, LLC, an affiliate of
Occidental Petroleum Corporation
"Offer Period" means the period commencing on (and including) 19
July 2019 and ending on (i) the earlier of the date on which the
Scheme becomes Effective and/or the date on which the Scheme lapses
or is withdrawn (or such other date as the Panel may decide); or
(ii) the earlier of the date on which a Takeover Offer has become
or has been declared unconditional as to acceptances and/or the
date on which a Takeover Offer lapses or is withdrawn (or such
other date as the Panel may decide), in each case other than where
such lapsing or withdrawal is a result of GeoPark Colombia
exercising its right to implement the Transaction by way of a
Takeover Offer
"ONGC" means ONGC Videsh Ltd
"Panel" means the Panel on Takeovers and Mergers
"PUT 12 and PUT 14 Contracts" means (i) the exploration and
production contract Ndeg 013 dated December 4, 2012 entered between
Amerisur Exploración Colombia Limitada and Pluspetrol Colombia
Corporation Surcusal with the ANH in respect of PUT 12; and (ii)
the exploration and production contract Ndeg 002 dated February 28,
2013 entered between Amerisur with the ANH in respect of PUT 14
"Registrar of Companies" means the Registrar of Companies in
England and Wales
"Regulations" means the Uncertificated Securities Regulations
2001 (SI 2001 No. 3755)
"Regulatory Information Service" means a regulatory information
service as defined in the FCA Handbook
"relevant securities" means as the context requires, GeoPark
Shares and other GeoPark securities carrying similar rights to any
being issued as consideration for Amerisur Shares, other Amerisur
share capital and any securities convertible into or exchangeable
for, and rights to subscribe for, any of the foregoing
"Restricted Jurisdiction" means any jurisdiction where local
laws or regulations may result in a significant risk of civil,
regulatory or criminal exposure if information concerning the
Transaction is sent or made available to Amerisur Shareholders in
that jurisdiction
"Rothschild & Co" means N.M. Rothschild & Sons
Limited
"SEC" means the U.S. Securities and Exchange Commission
"Scheme" means the proposed scheme of arrangement under Part 26
of the 2006 Act to effect the Transaction between Amerisur and the
Scheme Shareholders, with or subject to any modification, addition
or condition approved or imposed by the Court and agreed by
Amerisur and GeoPark Colombia
"Scheme Document" means the document to be sent to Amerisur
Shareholders and persons with information rights containing,
amongst other things, the Scheme and notices of the Amerisur
Shareholder Meetings and Forms of Proxy in respect of the Amerisur
Shareholder Meetings
"Scheme Record Time" means 6.00 p.m. on the date of the Court
hearing to sanction the Scheme or such later time as may be agreed
between GeoPark Colombia and Amerisur
"Scheme Shareholders" means the holders of Scheme Shares
"Scheme Shares" means all Amerisur Shares: (i) in issue at the
date of the Scheme Document; (ii) (if any) issued after the date of
the Scheme Document but on or before the Voting Record Time; and
(iii) (if any) issued after the Voting Record Time and on or before
the Scheme Record Time on the terms that the original or any
subsequent holders thereof shall be bound by the Scheme or in
respect of which the original or any subsequent holder shall have
agreed in writing to be, bound by the Scheme, but excluding (1) in
the case of references in this announcement to "Scheme Shares" or
"Scheme Shareholders" in relation to voting at the Court Meeting
any Excluded Shares in issue at the Voting Record Time and any
Scheme Shares referred to in (iii) above and (2) in the case of
other references in this announcement to "Scheme Shares" or "Scheme
Shareholder" any Excluded Shares in issue at the Scheme Record
Time
"SIC" means Superintendencia de Industria y Comercio
"Special Resolution" means the special resolution proposed to be
passed at the Amerisur General Meeting in connection with, inter
alia, implementation of the Scheme and certain amendments to be
made to the articles of association of Amerisur
"Stifel" means Stifel Nicolaus Europe Limited
"subsidiary", "subsidiary undertaking" and "undertaking" shall
be construed in accordance with the 2006 Act
"Takeover Code" means the Takeover Code issued by the Panel on
Takeovers and Mergers, as amended from time to time
"Takeover Offer" means should GeoPark Colombia elect to
implement the Transaction by way of a takeover offer (as defined in
section 974 of the 2006 Act), with the consent of the Panel (where
necessary) and in accordance with the Cooperation Agreement, the
recommended offer to be made by or on behalf of GeoPark Colombia to
acquire all of the Amerisur Shares on the terms and subject to the
Conditions set out in Appendix 1 (Conditions and further terms of
the Transaction) of this announcement and, where the context
admits, any subsequent revision, variation, extension or renewal of
such Takeover Offer
"Third Party" means a central bank, government or governmental,
quasi-governmental, supranational, statutory, regulatory,
administrative, fiscal or investigative body, court, association,
institution, or any other body or person whatsoever in any
jurisdiction
"Transaction" means the proposed acquisition by GeoPark Colombia
of the entire issued and to be issued share capital of Amerisur not
already owned by or on behalf of the GeoPark Group pursuant to the
Scheme or, should GeoPark Colombia so elect, subject to the consent
of Amerisur and the Panel (where necessary) and in accordance with
the Cooperation Agreement, by way of a Takeover Offer
"UK" or "United Kingdom" means United Kingdom of Great Britain
and Northern Ireland
"uncertificated" or "in uncertificated form" means a share or
other security title to which is recorded in the relevant register
of the share or security as being held in uncertificated form, in
CREST, and title to which, by virtue of the Regulations may be
transferred by means of CREST
"US" or "United States" means the United States of America, its
territories and possessions, any state of the United States and the
District of Columbia
"US Person" means a US person as defined in Regulation S under
the US Securities Act
"US Securities Act" means the US Securities Act of 1933, as
amended and the rules and regulations promulgated thereunder
"Voting Record Time" means 6.00 p.m. on the second calendar day
before the date of the Amerisur Court Meeting or if the Amerisur
Court Meeting is adjourned, 6.00 p.m. on the second calendar day
before the date of such adjourned meeting
"Wider Amerisur Group" means the Amerisur Group and associated
undertakings and any other body corporate, partnership, joint
venture or person in which the Amerisur and such undertakings
(aggregating their interests) have an interest of more than 20 per
cent. of the voting or equity capital or the equivalent
"Wider GeoPark Group" means GeoPark Group and associated
undertakings and any other body corporate, partnership, joint
venture or person in which GeoPark and such undertakings
(aggregating their interests) have an interest of more than 20 per
cent. of the voting or equity capital or the equivalent.
APPENDIX 5
GLOSSARY
List of Standard Oil Industry Terms and Abbreviations
1P total proven reserves
2P total proven and probable reserves
---------------------------------------------------
API American Petroleum Institute
---------------------------------------------------
BBL barrel of oil
---------------------------------------------------
BOE barrels of oil equivalent
---------------------------------------------------
BOEPD barrels of oil equivalent per day
---------------------------------------------------
BOPD barrels of oil per day
---------------------------------------------------
E&P exploration and production
---------------------------------------------------
KBOPD thousand barrels of oil per day
---------------------------------------------------
light oil crude oil with an API gravity higher than 27˚
---------------------------------------------------
MMBO million barrels of oil
---------------------------------------------------
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
OUPGGGGGGUPBUQA
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