TIDMAUL TIDMSLE
RNS Number : 3634S
Aurelian Oil & Gas plc
29 November 2012
Not for release, publication or distribution, in whole or in
part, directly or indirectly, in, into or from any jurisdiction
where to do so would constitute a violation of the relevant laws or
regulations of such jurisdiction.
FOR IMMEDIATE RELEASE 29 November 2012
Recommended Merger
of
San Leon Energy plc ("San Leon")
and
Aurelian Oil & Gas PLC ("Aurelian")
Publication of Scheme Document
On 12 November 2012, the Boards of San Leon and Aurelian
announced that they had reached agreement on the terms of a
recommended merger pursuant to which San Leon will acquire the
entire issued and to be issued share capital of Aurelian (the
"Merger"). The Merger is to be implemented by means of a Court
sanctioned scheme of arrangement under Part 26 of the Companies Act
2006 (the "Scheme").
The Board of Aurelian is pleased to announce that the circular
relating to the Scheme (the "Scheme Document") is being printed and
will be sent to Aurelian Shareholders tomorrow. The Scheme Document
sets out, amongst other things, details of the recommended Merger,
the full terms and conditions of the Scheme, an explanatory
statement, notices of the required Meetings, a timetable of
principal events and details of the action to be taken by Aurelian
Shareholders. As described in the Scheme Document, the Scheme will
require the approval of Aurelian Shareholders at the Court Meeting
and the passing of a special resolution at the General Meeting, and
then the sanction of the Court.
The Scheme Document will also be available, subject to certain
restrictions, on the Aurelian website (www.aurelianoil.com) and the
San Leon website (www.sanleonenergy.com) up to and including the
date on which the Scheme becomes effective.
The Court Meeting and the General Meeting to approve the Scheme
are scheduled to be held at 10.00 a.m. and 10.15 a.m. respectively
on 21 December 2012 at the Institute of Directors, 116 Pall Mall,
London SW1Y 5ED.
Subject to approval of the relevant Meetings, Court approval and
the satisfaction or waiver of the other Conditions set out in the
Scheme Document, the Scheme is expected to become effective on or
around 25 January 2013.
The expected timetable of principal events is set out below:
Event Time and/or date
Latest time for lodging BLUE 10.00 a.m. on 19 December
Forms of Proxy for the Court 2012
Meeting
Latest time for lodging WHITE 10.15 a.m. on 19 December
Forms of Proxy for the General 2012
Meeting
Voting Record Time for Court 6.00 p.m. on 19 December 2012
Meeting and General Meeting
Court Meeting 10.00 a.m. on 21 December
2012
General Meeting 10.15 a.m. on 21 December
2012
Scheme Record Time 6.00 p.m. on 23 January 2013
Suspension of trading in Aurelian 7.30 a.m. on 24 January 2013
Shares and disablement of Aurelian
Shares in CREST
Court Hearing 24 January 2013
Effective Time and cancellation 7.00 a.m. on 25 January 2013
of trading in Aurelian Shares
Admission to and commencement 8 a.m. on 25 January 2013
of trading on AIM of New San
Leon Shares and CREST accounts
credited in respect of New San
Leon Shares
Posting of certificates for New no later than 8 February 2013
San Leon Shares in certificated
form
Latest date for Scheme to become 30 June 2013
effective
Defined terms used but not defined in this announcement have the
meanings set out in the Scheme Document.
For further information please contact:
San Leon Energy plc +353 1291 6292
020 36173913
Oisin Fanning
John Buggenhagen
Fox-Davies Capital Limited (financial adviser
and joint broker to San Leon) 020 3463 5000
Susan Walker
Daniel Fox-Davies
College Hill (public relations adviser to
San Leon) 020 7457 2020
Rupert Trefgarne
Alexandra Roper
Plunkett PR (public relations adviser to San
Leon in Republic of Ireland) +353 1 2844414
Sharon Plunkett
Aurelian Oil and Gas PLC
Rowen Bainbridge, CEO 020 7629 7986
Greenhill & Co. International LLP (joint financial
and Rule 3 adviser to Aurelian) 020 7198 7400
Mark Bentley
Anastasia Fadeeva
Oriel Securities Limited (joint financial
adviser and broker to Aurelian) 020 7710 7600
David Arch
James Brodie
RFC Ambrian Limited (nominated adviser to
Aurelian) 020 3440 6800
Richard Morrison
College Hill (public relations adviser to
Aurelian) 020 7457 2020
Matthew Tyler
Catherine Wickman
Further information
This announcement is not intended to and does not constitute, or
form part of, any offer to sell or subscribe for or an invitation
to purchase or subscribe for any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the Merger or
otherwise, nor shall there be any sale, issuance or transfer of
securities of Aurelian and/or San Leon in any jurisdiction in
contravention of applicable law. This announcement does not
constitute a prospectus or a prospectus equivalent document.
Fox-Davies Capital Limited which is authorised and regulated in
the United Kingdom by the FSA, is acting for San Leon as financial
adviser in relation to the Merger and is not acting for any other
person in relation to such Merger. Fox-Davies Capital Limited will
not be responsible to anyone other than San Leon for providing the
protections afforded to clients of Fox-Davies Capital Limited or
for providing advice in relation to this announcement or any other
matter referred to herein.
Greenhill & Co. International LLP which is authorised and
regulated in the United Kingdom by the FSA, is acting exclusively
for Aurelian and no-one else in connection with the Merger and will
not be responsible to anyone other than Aurelian for providing the
protections afforded to clients of Greenhill & Co.
International LLP nor for providing advice in relation to the
Merger or any other matter referred to herein.
Oriel Securities Limited which is authorised and regulated in
the United Kingdom by the FSA, is acting exclusively for Aurelian
and no-one else in connection with the Merger and will not be
responsible to anyone other than Aurelian for providing the
protections afforded to clients of Oriel Securities Limited nor for
providing advice in relation to the Merger or any other matter
referred to herein.
All references to time in this announcement are to London time.
The dates in this announcement are indicative only. These dates
depend, amongst other things, on the date upon which the Court
sanctions the Scheme, the date on which the Court Order is
delivered to the Registrar of Companies and whether the Conditions
are satisfied or, if capable of waiver, waived. Further
announcements will be made in due course.
Aurelian Shareholders may request a hard copy of this
announcement by contacting Aurelian's Registrars, Computershare,
during business hours on 0870 707 1507 (from within the UK) or +44
870 707 1507 (from outside the UK) or by submitting a request in
writing to Aurelian's Registrars, Computershare, at The Pavilions,
Bridgwater Road, Bristol, BS99 6ZY. Aurelian Shareholders may also
request that all future documents, announcements and information to
be sent to you in relation to the Merger are in hard copy form.
The availability of New San Leon Shares in, and the release,
publication or distribution of this announcement in or into,
jurisdictions other than the United Kingdom may be restricted by
law and therefore persons into whose possession this announcement
comes who are not resident in the United Kingdom should inform
themselves about, and observe, any applicable restrictions.
Aurelian Shareholders who are in any doubt regarding such matters
should consult an appropriate independent adviser in the relevant
jurisdiction without delay. Any failure to comply with such
restrictions may constitute a violation of the securities laws of
any such jurisdiction.
This announcement has been prepared for the purposes of
complying with English law, the City Code and the AIM 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 the United Kingdom.
Shareholders in the United States should note that the
acquisition of Aurelian by San Leon relates to the shares of a
"foreign private issuer" as defined under Rule 3b-4 under the US
Securities Exchange Act of 1934, as amended (the "Exchange Act")
and is proposed to be made by means of a scheme of arrangement
provided for under, and governed by, English law. Neither the proxy
solicitation nor the tender offer rules under the Exchange Act will
apply to the Scheme. Moreover, the Scheme will be subject to the
disclosure requirements and practices applicable in the UK to
schemes of arrangement, which differ from the disclosure
requirements of the US proxy solicitation rules and tender offer
rules. Financial information included in this announcement has been
or will be prepared in accordance with accounting standards
applicable in the UK and may not be comparable to financial
information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting
principles in the United
States.
Aurelian is organised under the laws of England and San Leon is
organised under the laws of Ireland. To the extent that Aurelian's
and San Leon's officers and directors are residents of countries
other than the United States it may not be possible to effect
service of process on Aurelian, San Leon, or their respective
officers or directors in a non-US court for violations of US
securities laws. It may be difficult to compel Aurelian, San Leon,
their respective affiliates, and/or the respective officers or
directors of each, to subject themselves to the jurisdiction and
judgment of any US court.
The New San Leon Shares to be issued pursuant to the Scheme have
not been and will not be registered under the US Securities Act of
1933, as amended (the "US Securities Act") or under the relevant
securities laws of any state or territory or other jurisdiction of
the United States. Accordingly, the New San Leon Shares may not be
offered, sold, resold, delivered, distributed or otherwise
transferred, directly or indirectly, in or into the United States,
or to or for the account or benefit of any US Person, absent
registration under the US Securities Act or an exemption therefrom.
The New San Leon Shares are expected to be offered in the United
States, if at all, in reliance upon the exemption from the
registration requirements of the US Securities Act provided by
Section 3(a)(10) thereof. None of the securities referred to in
this document have been approved or disapproved by the US
Securities and Exchange Commission, any state securities commission
in the United States or any other US regulatory authority, nor have
such authorities passed upon or determined the adequacy or accuracy
of this document. Any representation to the contrary is a criminal
offence in the United States. This document does not constitute an
offer to sell, or the solicitation of any offer to buy, any New San
Leon Shares in any jurisdiction in which such an offer or
solicitation would be unlawful.
The New San Leon Shares to be issued pursuant to the Scheme have
not been and will not be registered under the relevant securities
laws of Japan and the relevant clearances have not been, and will
not be, obtained from the securities commission of any province of
Canada or Australia. Accordingly, the New San Leon Shares are not
being, and may not be, offered, sold, resold, delivered or
distributed, directly or indirectly in or into Canada, Australia or
Japan or any other jurisdiction if to do so would constitute a
violation of relevant laws of, or require registration thereof in,
such jurisdiction (except pursuant to an exemption, if available,
from any applicable registration requirements or otherwise in
compliance with all applicable laws). No prospectus in relation to
the New San Leon Shares has been, or will be, lodged with, or
registered by, the Australian Securities and Investments
Commission.
Publication of this announcement
A copy of this announcement will be available subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions on www.sanleonenergy.com and www.aurelianoil.com. The
content of the websites referred to in this announcement are not
incorporated into and do not form part of this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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