Rec.Desire Merger Offer-Pt.1.
GAELIC RESOURCES PLC
27 August 1999
PART 1
This announcement is not for release, publication or distribution in or into
the United States, Canada, Australia or Japan.
Proposed merger of Desire Petroleum plc and Gaelic Resources Public Limited
Company
The boards of Desire and Gaelic announce that they have agreed the terms of a
proposed merger between the two companies.
- The Merger will be effected by means of a recommended offer by SG
Securities on behalf of Desire to acquire the issued and to be issued
ordinary share capital of Gaelic not already owned by Desire, with
accepting Gaelic Shareholders receiving one New Desire Share for every
eighteen Gaelic Shares held.
- Based on Desire's closing middle market share price of 30.5p on 16 June
1999 (the last dealing day prior to the commencement of the Merger Offer
Period), the Merger Offer values Gaelic's existing issued ordinary share
capital at approximately £16.3 million and each Gaelic Share at
approximately 1.69p which represents a premium of 35.6 per cent. to the
closing middle market price of 1.25p per Gaelic Share on 16 June 1999.
- Based on Desire's closing middle market share price of 24.0p on 26 August
1999 (the last dealing day prior to the announcement of the Merger), the
Merger Offer values Gaelic's existing issued ordinary share capital at
approximately £12.8 million and each Gaelic Share at approximately 1.33p
which represents a premium of 6.7 per cent. to the closing middle market
price of 1.25p per Gaelic Share on 26 August 1999.
- Following the Merger, Desire Shareholders will in aggregate hold
approximately 48.2 per cent. of the Merged Group and Gaelic Shareholders
approximately 51.8 per cent. of the Merged Group (prior to the exercise of
any Gaelic Warrants or options over shares in Gaelic or options over shares
in Desire).
- The Merged Group will have a market capitalisation of approximately £23.6
million based on Desire's closing middle market share price 24.0p on 26
August 1999.
- Dr Colin Phipps will become Chairman of the Merged Group. The rest of the
Merged Group's board will comprise Dr John Martin, Dr Ian Duncan and Mr
Stephen Phipps from Desire and Mr Ian Forrest and Dr David Quick from
Gaelic.
Commenting on today's announcement, Dr John Martin, a director of Desire,
said:
'Although the analysis of all the results from the first six wells drilled in
the North Falkland Basin, in two of which Desire had an interest, is not yet
complete, it is already clear to the Desire Directors that considerable
quantities of good quality oil have been generated in the source rocks of the
basin. Unfortunately the conclusion of the first round of drilling in the
North Falkland Basin coinciding with a dramatic fall in the oil price led to
the departure of the drilling rig, the Borgny Dolphin.
Although the oil price has recovered in recent months, it will be some time
before the industry is ready to return to drill in the North Falkland Basin.
Accordingly, Desire has been seeking additional opportunities, which are
currently active. After reviewing a considerable number of proposals, the
Desire Directors concluded that Gaelic's Portuguese acreage with an existing
gas discovery from the Aljubarrota No.2 well in the Lusitanian Basin, offered
the best prospects for early success.'
Also commenting on the announcement, Mr Ian Forrest, Chairman of Gaelic, said:
'While the results of the Aljubarrota No. 2 well, which discovered gas in
Portugal earlier this year, were encouraging, a complex and costly programme
would be required to appraise the discovery and bring it to eventual
production.
The merger with Desire will provide the funds and expertise to pursue such
action and in addition will offer Gaelic's shareholders exposure to high
potential exploration plays in the Falklands as well as giving rise to cost
savings.'
The above summary should be read in conjunction with the full text of the
following announcement.
Enquiries:
Desire Petroleum Dr John Martin (+44 1684 892242)
Dr Colin Phipps
Gaelic Resources Dr David Quick (+44 1684 892550)
SG Securities (London) Ltd Andrew Osborne (+44 171 522 1021)
(Advisers to Desire) Luke Morton (+44 171 762 5022)
Davy Corporate Finance Limited Hugh McCutcheon (+353 1 679 6363)
(Advisers to Gaelic)
Millham Communications Simon Rothschild (+44 171 256 5756)
Judith Parry
This announcement has been approved by SG Securities for the purposes of
Section 57 of the Financial Services Act 1986.
SG Securities, which is regulated in the UK by The Securities and Futures
Authority Limited, is acting for Desire and no-one else in connection with the
Merger and will not be responsible to anyone other than Desire for providing
the protections afforded to customers of SG Securities or for providing advice
in relation to the Merger.
Davy Corporate Finance, which is regulated in Ireland by the Central Bank of
Ireland, is acting for Gaelic and no-one else in connection with the Merger
and will not be responsible to anyone other than Gaelic for providing the
protections afforded to customers of Davy Corporate Finance or for providing
advice in relation to the Merger.
In this announcement all monetary values are given in pounds and pence
sterling unless stated otherwise and closing middle market prices for Desire
Shares are derived from the Daily Official List of the London Stock Exchange
and closing middle market prices for Gaelic shares are as quoted on the Stock
Exchange Automated Quotation system of the London Stock Exchange.
Copies of this announcement must not be distributed in or into, the United
States, Canada, Australia or Japan. The New Desire Shares have not been and
will not be registered under the United States Securities Act of 1933, as
amended, nor under the laws of any State of the United States, and the
relevant clearances have not been and will not be obtained from the relevant
authorities in Canada, Australia or Japan, and accordingly the New Desire
Shares may not be offered, sold or delivered, directly or indirectly, in or
into such jurisdictions except pursuant to exceptions from applicable
requirements of such jurisdictions.
Proposed merger of Desire Petroleum plc and Gaelic Resources Public Limited
Company
1. Introduction
On 17 June 1999 it was announced that Desire and Gaelic were in discussions
with a view to effecting a merger on the basis of an agreed exchange ratio of
one Desire Share for every eighteen Gaelic Shares. It was further announced on
23 July 1999 that any merger would be effected by a share offer by Desire for
Gaelic. Following further discussions, the two boards can now announce that
they have agreed the terms of the proposed Merger.
The Merger will be effected by means of a recommended offer for Gaelic by SG
Securities on behalf of Desire, subject to the conditions and on the further
terms set out in Appendix I of this announcement, the Merger Offer Document
and the Form of Acceptance. Under the Merger Offer, Gaelic Shareholders will
receive, for every eighteen Gaelic Shares held, one New Desire Share,
resulting in Gaelic Shareholders holding approximately 51.8 per cent. of the
enlarged issued share capital of Desire (assuming full acceptance of the
Merger Offer and no exercise of options over shares in Gaelic or Gaelic
Warrants or options over shares in Desire). Desire Shareholders will retain
their existing Desire Shares resulting in existing Desire Shareholders
holding approximately 48.2 per cent. of the enlarged issued share capital
of Desire (assuming full acceptance of the Merger Offer and no exercise of
options over shares in Gaelic or Gaelic Warrants or options over shares in
Desire).
On a pro forma basis, assuming full acceptance of the Merger Offer, the
combined market capitalisation of the Merged Group based on a share price of
24.0p per Desire Share on 26 August 1999 (the last dealing day prior to the
announcement of the Merger) following completion of the Merger is expected to
be approximately £23.6 million.
The formal Merger Offer Document, Form of Acceptance and Admission Document
will be despatched to Gaelic and Desire Shareholders as soon as practicable.
In view of the size of the Merger, it is conditional on the approval of Desire
Shareholders at an Extraordinary General Meeting, a notice of which will be
included in the Admission Document.
2. The Merger Offer
On behalf of Desire, SG Securities hereby offers to acquire, on the terms and
subject to the conditions set out or referred to in this announcement, the
Merger Offer Document and the Form of Acceptance, all of the Gaelic Shares
other than those already owned by Desire on the following basis:
for every 18 Gaelic Shares 1 New Desire Share
and so in proportion for any other number of Gaelic Shares held.
The Merger Offer values the whole of the issued ordinary share capital of
Gaelic at £12.8 million, based on the closing middle market price of 24.0p
per Desire Share on 26 August 1999 (the last dealing day prior to the
announcement of the Merger).
The Merger Offer represents a premium of 35.6 per cent. based on the closing
middle market prices of 30.5p per Desire Share and 1.25p per Gaelic Share on
16 June 1999 (the last dealing day prior to the commencement of the Merger
Offer Period) and a premium of 6.7 per cent. based on the closing middle
market price of 24.0p per Desire Share and 1.25p per Gaelic Share on 26
August 1999 (the last dealing day prior to announcement of the Merger).
Full acceptance of the Merger Offer would involve the issue of approximately
50.9 million New Desire Shares, representing approximately 51.8 per cent. of
the enlarged issued share capital of Desire, assuming no exercise of options
under the Desire Share Option Scheme and no exercise of Gaelic Warrants or
options over Gaelic Shares under the Gaelic Share Option Scheme and assuming
no other issue of shares by either Gaelic or Desire.
The New Desire Shares issued pursuant to the Merger Offer will be issued
credited as fully paid and will rank pari passu in all respects with the
Existing Desire Shares, including the right to receive all dividends and
distributions hereafter declared, made or paid on such shares.
The Gaelic Shares will be acquired free from all liens, charges, encumbrances
and other interests and together with all rights now or hereafter attaching to
them including the right to receive all dividends and other distributions
hereafter declared, made or paid on such shares.
Fractions of New Desire Shares will not be allotted to Gaelic Shareholders who
accept the Merger Offer (including such holders who are deemed to accept the
Merger Offer) but will be aggregated and sold in the market and the net
proceeds of the sale will be retained for the benefit of the Merged Group.
3. Recommendation
The Desire Board (excluding Dr Colin Phipps who is a director of both Desire
and Gaelic and who has abstained from participating in the Desire Board
decision to recommend the Merger Offer to Desire Shareholders), who have
received financial advice from SG Securities, consider that the terms of the
Merger Offer are fair and reasonable so far as Desire Shareholders as a whole
are concerned. In providing advice to the Board, SG Securities has taken
into account the Desire Board's commercial assessment of the Merger.
Accordingly, the Desire Directors (excluding Dr Colin Phipps) unanimously
recommend Desire Shareholders to vote in favour of the resolutions
to be proposed at the Extraordinary General Meeting of Desire. The Desire
Directors intend to vote in favour of the resolutions in respect of their
own beneficial holdings of 14,336,600 Existing Desire Shares in aggregate,
representing approximately 30.3 per cent. of the existing issued share
capital of Desire.
The Independent Directors of Gaelic, who have been so advised by Davy
Corporate Finance, consider the terms of the Merger Offer to be fair and
reasonable. In providing advice to the Independent Directors, Davy Corporate
Finance has taken into account the Independent Directors' commercial
assessments of the Merger. Accordingly, the Independent Directors unanimously
recommend Gaelic Shareholders to accept the Merger Offer as they (together
with their immediate families and connected persons) intend to do in respect
of 144,129,585 Gaelic Shares in aggregate, representing approximately 15.0
per cent. of the issued ordinary share capital of Gaelic in which they have a
beneficial interest.
4. Information on Desire
Desire is an independent oil and gas exploration company registered in
England. It was established in May 1996 to participate in the first round of
petroleum production licensing offshore the Falkland Islands. Desire was
admitted to AIM on 27 May 1998.
The first phase of exploration drilling in the North Falkland Basin commenced
in April 1998. Six wells were drilled in total, in two of which Desire
participated. Although no economic accumulations of hydrocarbons were
discovered, the drilling programme demonstrated the existence of extensive,
high-quality hydrocarbon source rocks and oil shows were encountered in five
of the wells. Unfortunately, the historically-low oil price then prevailing
caused a major reduction in exploration drilling around the world and was a
major factor in halting further exploration in the North Falkland Basin.
Licences have been awarded in respect of seven Tranches of blocks in the area
offshore the Falklands designated for oil exploration by the Falkland Islands
Government. The table below sets out Desire's current interests in five of
these seven Tranches:
Tranche Number of Total area Licence interest
blocks
C 6 1,610km2 25%
D 6 1,610km2 25%
F 6 1,599km2 12.5%
I 6 1,588km2 100%
L 12 3,149km2 100%
In terms of size, Tranches C, D, F and I each comprise the equivalent of six
North Sea Blocks and Tranche L comprises the equivalent of twelve North Sea
Blocks.
Desire is currently interested in a gross 36 blocks with a gross area of 9,556
square kilometres representing a net 21.75 blocks with a net area of 5,742
square kilometres. However, following the decision by LASMO International
Limited, Svenska Petroleum Exploration AB and ROC OIL (Falklands) Limited,
Desire's partners in Tranches C and D, to withdraw from the Falkland Islands,
Desire has entered into agreements to acquire their interests in Tranches C
and D subject to the approval of the Governor of the Falkland Islands, which
is expected to be forthcoming shortly. Sodra Petroleum plc has the majority
interest in Tranche F and is the operating company.
Desire has informed the Falkland Islands Government of its intention to
relinquish blocks 15/12, 15/7 and the eastern areas of blocks 15/11 and 15/16,
together amounting to approximately 805km2 of Tranche D; the western parts of
blocks 14/12 and 14/17, together amounting to approximately 268km2 of Tranche
C and blocks 26/12, 26/13, 26/17, 26/18, 26/22 and 26/23, together amounting
to approximately 575km2 of Tranche L.
In line with its stated policy of considering appropriate opportunities
outside of the Falkland Islands, the Desire Board identified Gaelic as
offering an investment of the right scale and prospectivity and, in March
1999, Desire acquired an interest in Gaelic amounting to 4.58% of Gaelic's
issued ordinary share capital.
In the year ended 31 December 1998, Desire made a loss on ordinary activities
before taxation of £7.908 million and losses per share of 18.18p. Desire had a
cash balance of £7.027 million and net assets of £8.330 million as at 31
December 1998.
5. Information on Gaelic
Gaelic is an independent oil and gas exploration company registered in
Ireland. It acquired its main operating subsidiary, European Hydrocarbons
Limited, in October 1997 and is now principally involved in gas exploration in
Portugal. Gaelic's ordinary shares are dealt in on the Exploration Securities
Market of the Irish Stock Exchange.
Gaelic, through its wholly owned subsidiary European Hydrocarbons Limited, has
the rights to a 25% working interest in a number of joint ventures which cover
a large area of the onshore and offshore Lusitanian Basin in Portugal. The
Lusitanian Basin is one of a number of oil and gas bearing sedimentary basins
which occur along much of the Atlantic margin both onshore and offshore. The
operating company for each of the joint ventures is Mohave Oil and Gas
Corporation, a private US company based in Houston, Texas. There are up to
four other members of the joint ventures.
The joint ventures hold one appraisal license and two exploration licences and
applications are pending for two further exploration licences. The table
below sets out details of the licences:
Licence area Status Type Total area Award Expiry
date date
Aljubarrota-A Current Appraisal 578km2 onshore 09/07/99 09/07/02
Sao Pedro de Muel Current Exploration 206km2 onshore 29/07/97 29/07/05
673km2 offshore
Sao Mamede Current Exploration 1,023km2 onshore 29/07/97 29/07/05
160km2 offshore
Monte Real Under Exploration 544km2 onshore - -
application
Rio Maior Under Exploration 796km2 onshore - -
application
Total 3,980km2
To date, two exploration wells have been drilled on behalf of the joint
venture partners in the Aljubarrota concession. The first, Aljubarrota No. 1,
was completed in February 1998. This well had indications of hydrocarbons but
well testing did not give any flow to surface. Aljubarrota No. 2 was
completed in April 1999 and produced gas to surface at a stabilised flow rate.
The Aljubarrota joint venture partners are now considering an appraisal
programme involving the drilling of several wells and extensive production
testing with a view to evaluating reservoir characteristics, flow rates and
volumes. Fiscal terms in Portugal are attractive. A gas distribution network,
which is currently under construction, passes only a few hundred metres from
the Aljubarrota No. 2 well. Furthermore, Portugal has a growing economy and
few indigenous sources of energy.
Gaelic therefore now requires additional funds to meet the cost of its share
of the forthcoming appraisal programme. If the proposed Merger does not
proceed Gaelic will have to raise these funds either by farming-out part of
its acreage or an equity fund-raising.
In the year ended 31 December 1998, Gaelic made a loss on ordinary activities
before taxation of IR£538,682 and losses per share of IR0.06p. Gaelic had a
cash balance of IR£251,633 and net assets of IR£4.103m as at 31 December 1998.
6. Current trading and background to and reasons for the Merger
Although the analysis of all of the results from the first six wells drilled
in the North Falkland Basin, in two of which Desire had an interest, is not
yet complete, it is already clear to the Desire Directors that considerable
quantities of good quality oil have been generated in the source rocks of the
basin. An extensive, thick, lacustrine source rock, of Cretaceous age,
has been encountered in Tranches A, B, C and F and, based upon seismic
correlation, also appears to be present in Tranches D, I and L. The
development of the North Falkland Basin was characterised by relative
quiescence, such that the source rock is, in most areas, its own seal.
This has resulted in the containment of most of the oil generated below
the shallow reservoir rocks, penetrated by all six wells, although some
oil has clearly migrated into these reservoirs in Tranches A and B, albeit
not in commercial quantities.
It is likely that the large volumes of oil generated may, however, have
migrated somewhere beneath the source-rock seal and the next anticipated
round of exploration drilling in the North Falkland Basin will concentrate on
identifying reservoirs and traps beneath the seal. Desire's current
effort in Tranches C, D, F, I and L is focused on this.
The conclusion of the first round of drilling in the North Falkland Basin
coinciding with the recent, dramatic fall in the oil price led to the
departure of the drilling rig, the 'Borgny Dolphin'. Although the oil price
has recovered in recent months, it will be some time before the industry is
ready to return to drill in the North Falkland Basin because of the high
costs involved. However, two factors may enhance the prospect of drilling
should the oil price remain firm. Firstly, it is the intention of the
Falkland Islands and Argentinian Governments to licence new exploration areas
west of the Falklands in the 'Area of Special Co-operation' and, secondly,
major drilling activity is planned offshore Brazil next year. These factors
are likely to renew interest in the North Falklands Basin and to provide
access to drilling rigs within reasonable distance and, hence, at more
reasonable cost.
Desire has just completed a detailed analysis of the new seismic data
acquired on Tranches I and L and is awaiting the results of a major study on
Tranche F. When all these data are to hand, it is Desire's intention to
prepare farm-out brochures for Tranches C, D, F, I and L and actively to seek
new partners for exploration in the North Falkland Basin. However, this
process is likely to take some time and, even if there is immediate success
in farming-out, the logistical problems are such that it is difficult to
envisage drilling recommencing in the next 12-18 months. Accordingly, as
indicated in the Chairman's Statement in the 1998 Annual Report, the Desire
Board has been seeking additional opportunities which are currently active.
After reviewing a considerable number of proposals, it is the view of the
Desire Board that the merger with Gaelic offers the best prospects for early
success.
Gaelic is currently involved in the appraisal of the gas discovery,
Aljubarrota No. 2, in the Lusitanian Basin in Portugal. It is anticipated
that a first appraisal well to this discovery could begin drilling before the
end of this year, which is expected to be followed by additional appraisal
and exploration drilling in the year 2000. Gaelic has a significant interest
(25%) in a considerable acreage package covering a large part of the
Lusitanian Basin and success in producing commercial gas in the energy-poor
Iberian Peninsula could provide important value to the Merged Group, with the
prospects in the North Falkland Basin still to be explored. After providing
sufficient funds to maintain its licence interests in the Falkland Islands,
Desire has sufficient funds to drill the Portuguese appraisal wells and the
Merged Group will provide shareholders with exposure to a well-balanced
portfolio of appraisal and exploration opportunities in oil and gas.
7. Financial effects of acceptance
The financial effects of acceptance of the Merger Offer for Gaelic are set out
in Appendix II.
8. Board, Management and Employees of the Merged Group
The board of the Merged Group will draw upon the skills of the existing boards
of both Desire and Gaelic, which the Desire Directors and the Gaelic Directors
believe will create a strong management team for the Merged Group.
The members of the board of the Merged Group will be as follows:
Dr Colin Phipps ^* (Chairman)
Mr W Ian Forrest *
Dr Ian Duncan ^
Dr A John Martin ^
Mr Stephen Phipps ^
Dr David Quick*
^ Existing director of Desire
* Existing director of Gaelic
Mr Ian Forrest will chair the audit committee and Dr Ian Duncan will chair the
remuneration committee. Sir Rex Hunt and Mr Lewis Clifton will resign from the
Desire Board and Mr Robert Keith, Mr Thomas Fussell and Mr Malcolm McCants
will resign from the Gaelic Board upon completion of the Merger.
9. Name of the Merged Group
The boards of Desire and Gaelic have agreed that the Merged Group will retain
the Desire Petroleum name.
10. Gaelic Warrant Offer and Gaelic Share Option Scheme
An appropriate offer or proposal will be made by Desire to holders of Gaelic
Warrants in the Merger Offer Document which is expected to include a share
offer based on the extent to which the Gaelic Warrants are in the money,
that is the value by which the Merger Offer for each Gaelic Share exceeds
the exercise price of each Gaelic Warrant at the last practicable date
prior to the posting of the Merger Offer Document.
An appropriate offer or proposal will be made in due course by Desire to
participants in the Gaelic Share Option Scheme.
11. Gaelic Deferred Shares
No offer is being made by Desire for the Gaelic Deferred Shares, which are not
considered to have any value.
12. Interests in Gaelic Shares
At the date of this announcement, Desire holds 44,000,000 Gaelic Shares,
representing approximately 4.58% of the existing issued ordinary share capital
of Gaelic. In addition, Dr Colin Phipps, who is currently both a Director
of Gaelic and Chairman of Desire and therefore deemed to be acting in concert
with Desire, holds options to subscribe for 10,000,000 new Gaelic Shares at an
option exercise price of 1p per share. These options expire on 8 September
2007. Phipps & Company Limited, a company in which Mr Stephen Phipps, a
director of Desire, has a 25 per cent. beneficial interest, holds 96,975,000
Gaelic Shares, representing 10.1 per cent. of the existing issued ordinary
share capital of Gaelic and holds 60,000,000 Gaelic Warrants.
13. Overseas Shareholders
The making of the Merger Offer and the availability of New Desire Shares in
countries other than Ireland or the United Kingdom, or to persons not resident
in Ireland or the United Kingdom or who are citizens, residents or nationals
of other countries (''Overseas Shareholders''), may be affected by the laws of
the relevant jurisdiction. Overseas Shareholders should inform themselves
about and observe any applicable legal requirements. It is the responsibility
of any overseas shareholders wishing to accept the Merger Offer to satisfy
themselves as to the full observance of the laws of the relevant jurisdiction
in connection therewith, including the obtaining of any governmental, exchange
control or other consents which may be required, the compliance with other
necessary formalities which are required to be observed and the payment of any
issue, transfer or taxes due in such jurisdictions.
In particular, the Merger Offer is not being communicated, directly or
indirectly, in or into, or by use of the mails of, or by any means or
instrumentality (including, but without limitation, fax, telex or telephone)
of interstate or foreign commerce of, or any facilities of a national
securities exchange of, the United States, Canada, Australia or Japan and the
Merger Offer cannot be accepted by any such use, means or instrumentality or
from within the United States, Canada, Australia or Japan. Copies of this
announcement, the Merger Offer Document and the Form of Acceptance and any
related documents are not being and must not be distributed or sent in, into
or from the United States, Canada, Australia or Japan including, but without
limitation, to Gaelic Shareholders, holders of Gaelic Warrants or participants
in the Gaelic Share Option Scheme with registered addresses in the United
States, Canada, Australia or Japan or to custodians, trustees or nominees
holding Gaelic Shares for such persons. Persons receiving such documents
(including, but without limitation, custodians, nominees and trustees) must
not distribute or send them in, into or from the United States, Canada,
Australia or Japan or use the United States, Canadian, Australian or Japanese
mails or any such means or instrumentality for any purpose directly or
indirectly related to acceptance of the Merger Offer and doing so shall render
invalid any related purported acceptance of the Merger Offer.
The New Desire Shares have not been, and will not be, registered under the
United States Securities Act of 1933, as amended, and the relevant clearances
have not been, and will not be, obtained from the securities commission of any
province of Canada. No prospectus in relation to the New Desire Shares has
been, or will be, lodged with or registered by the Australian Securities and
Investments Commission, nor have any steps been taken or will any steps be
taken to enable the New Desire Shares to be offered in Japan in compliance
with applicable securities laws in Japan. Accordingly, such shares may not be
offered, sold, resold or delivered, directly or indirectly, in or into the
United States, Canada, Australia or Japan.
14. General
The Merger Offer is conditional, inter alia, on the approval of Desire
Shareholders. The principal conditions of the Merger Offer are set out in
Appendix I. The terms and conditions of the Merger Offer will be set out in
full in the Merger Offer Document and the Form of Acceptance.
The Merger Offer will comply with the rules and regulations of the London
Stock Exchange and with the Irish Takeover Panel Act, 1997 (Takeover) Rules,
1997.
The Merger Offer Document and the Form of Acceptance will be posted to Gaelic
Shareholders and, for information only, to Desire Shareholders as soon as
practicable. Full acceptance of the Merger Offer, assuming no exercise of the
Gaelic Warrants or options under the Gaelic Share Option Scheme or the Desire
Share Option Scheme, would result in the issue of approximately 50.9 million
New Desire Shares representing approximately 51.8 per cent. of Desire's
enlarged issued share capital.
Application will be made to the London Stock Exchange for the Existing Desire
Shares to be re-admitted and the New Desire Shares to be admitted to trading
on AIM. The Admission Document, including a notice convening the
Extraordinary General Meeting, will be posted to Desire Shareholders and to
Gaelic Shareholders as soon as practicable.
The Desire Directors accept responsibility for the information contained in
this announcement other than information contained in this announcement for
which the Gaelic Directors take responsibility. To the best of the
knowledge and belief of the Desire Directors (who have taken all reasonable
care to ensure that such is the case), the information contained in this
announcement for which they have accepted responsibility is in accordance with
the facts and does not omit anything likely to affect the import of such
information.
The Gaelic Directors accept responsibility for the information contained in
this announcement relating to Gaelic, themselves and their immediate family
and persons connected with them. To the best of the knowledge and belief of
the Gaelic Directors (who have taken all reasonable care to ensure that
such is the case), the information contained in this announcement for which
they have accepted responsibility is in accordance with the facts and does not
omit anything likely to affect the import of such information.
This announcement does not constitute an offer or invitation to purchase any
shares.
Any person who, alone or acting together with any other person(s) pursuant to
an agreement or understanding (whether formal or informal) to acquire or
control securities of Desire or of Gaelic, owns or controls, or becomes the
owner or controller, directly or indirectly of one per cent. or more of any
class of securities of Desire or Gaelic is generally required under the
provisions of Rule 8 of the Rules to notify the Irish Stock Exchange and the
Panel of every dealing in such securities during the Merger Offer Period.
MORE TO FOLLOW
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