Admission of new shares re Realm

RNS Number : 9052R

San Leon Energy PLC

10 November 2011

 



10 November 2011

San Leon Energy plc

Update on acquisition of Realm Energy and application for admission of new shares

San Leon Energy plc ("San Leon" or the "Company") is pleased to make the following announcement regarding, among other things, the receipt of elections in connection with the previously announced acquisition of Realm Energy International Corporation ("Realm Energy") pursuant to a court approved plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement"). 

Under the terms of the Arrangement, shareholders of Realm Energy ("Realm Shareholders") were entitled to elect to receive for each common share of Realm Energy (each, a "Realm Share") held:

(a)        C$1.30 in cash;

(b)        3.3 ordinary shares in the capital of San Leon (each, a "San Leon Share") or 3.3 exchangeable shares (each, an "Exchangeable Share") in the capital of an indirect wholly-owned Canadian subsidiary of San Leon ("Exchangeco") together with certain associated ancillary rights; or

(c)        a combination thereof;

subject to a maximum of C$17.7 million in cash (subject to adjustment) (the "Cash Available") being paid to Realm Shareholders in the aggregate, in exchange for the aggregate number of Realm Shares in respect of which such an election is made. As a result of certain Realm Shareholders exercising rights of dissent under Canadian law the Cash Available was adjusted to a maximum of approximately C$13.98 million.

In connection with the Arrangement, Realm Shareholders elected to receive cash in excess of the Cash Available.  Accordingly, as a result of pro-rationing, Realm Shareholders who elected cash, in whole or in part, will receive their pro rata share, in accordance with their election, of C$13,978,751.76.  In addition to the cash consideration paid to Realm Shareholders, pursuant to the Arrangement San Leon will issue 284,084,336 San Leon Shares and Exchangeco will issue 41,292,848 Exchangeable Shares to former Realm Shareholders. 

The Arrangement was approved by the Supreme Court of British Columbia on 3 November  2011 and it is anticipated that the closing of the Arrangement will occur on 10 November 2011 in Calgary, Alberta, Canada.

Application has been made by San Leon:

(1)        for the admission to trading on the Alternative Investment Market of the London Stock Exchange ("AIM") of 284,084,336 San Leon Shares; and

(2)        for a blocklisting of 41,292,848 San Leon Shares to satisfy future requests by holders of Exchangeable Shares to exchange such shares for new San Leon Shares.

The new San Leon Shares will, upon issue, rank pari passu in all respects with the existing San Leon Shares and dealings on AIM are expected to commence on 11 November 2011 ("Admission"). Following Admission, the Company's enlarged issued share capital will comprise 1,106,161,201 San Leon Shares, with voting rights. The Company does not hold any San Leon Shares in treasury. Therefore the total number of San Leon Shares with voting rights will be 1,106,161,201, which figure may be used by holders of San Leon Shares as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FSA's Disclosure and Transparency Rules.

Subject to certain call rights held by a wholly-owned subsidiary of San Leon the exercise of which would result in the holder of such Exchangeable Shares receiving cash, each Exchangeable Share will initially be exchangeable by a holder thereof at any time for one San Leon Share upon tender by such holder to Exchangeco of a retraction request, the certificate(s) representing the Exchangeable Shares and such other documents and instruments as may be required to effect a transfer of Exchangeable Shares. A maximum of up to 41,292,848 new San Leon Shares may be issued to holders of Exchangeable Shares.

For further information contact:

San Leon Energy plc	[phone]
Oisin Fanning, Executive Chairman
Arbuthnot Securities Limited	[phone]
Antonio Bossi Richard Johnson
Macquarie Capital (Europe) Limited	[phone]
Paul Connolly John Dwyer
College Hill Associates	[phone]
Nick Elwes

Forward-Looking Statements: This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "may", "will", "should", "believe", and similar expressions are intended to identify forward-looking information or statements. This press release contains forward-looking statements and information concerning the anticipated completion of the proposed Arrangement and the anticipated timing for completion of the Arrangement. San Leon has provided these anticipated times in reliance on certain assumptions that they believe are reasonable at this time, including assumptions as to the time necessary to satisfy the conditions to the closing of the Arrangement. These dates may change for a number of reasons, including unforeseen delays, inability to secure necessary regulatory or court approvals in the time assumed or the need for additional time to satisfy the conditions to the completion of the Arrangement. There can be no assurance that the Arrangement will be completed as proposed or at all. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release concerning these times. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements and information contained in this press release are made as of the date hereof and San Leon does not undertake any obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

 

END

 

 

MSCURRBRAWAAAAA