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D1 Oils Plc (NEOS)

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Tuesday 22 December, 2009

D1 Oils Plc

Response to Statement

RNS Number : 5608E
D1 Oils Plc
22 December 2009


22 December 2009

D1 Oils plc

("D1 Oils" or the "Company")

 Response to Statement by Principle Capital Fund Managers Ltd

("Principle Capital")

The Independent Directors of D1 Oils note the announcement made on 14 December 2009 by Principle Capital.

While the Independent Directors appreciate a proposed reverse takeover of D1 Oils to fund Principle Energy Limited is attractive from Principle Capital's perspective, the other major shareholders representing 41.0% of the issued share capital of D1 Oils (and listed in Note 1 below) have informed the Independent Directors that they would not support a reverse takeover by Principle Energy Limited (and follow on funding), on investment, strategic and financial grounds. 

As the Independent Directors announced on 25 November, 2009, under the New Business Plan for D1 Oils, they do not anticipate that the Company will require new funds until late 2011 and that any future requirements will be to fund the working capital and infrastructure implications of significant grain / oil flows and inventories.  

Accordingly, the statement by Principle Capital that it has "no current intention to support …any further equity capital" is unlikely to be material in the short-term.  Assuming that equity is required in the future to fund the implications of significant grain / oil flows and inventories then in our view it would be unfortunate for Principle Capital potentially to pass up the opportunity to add value for the benefit of underlying investors.  In any case, the Independent Directors have been advised that new equity can be issued without the need for a special resolution.

The Independent Directors are unanimously resolved that D1 Oils continues to pursue the strategy as outlined in its 25 November announcement and believe that the Company is well positioned to deliver enhanced value for all shareholders over the long-term.

Note 1 - Major shareholders


Number of shares

Percentage holding

Blackrock Investment Management (UK) Limited



Gartmore Investment Ltd



Lansdowne UK Equity Fund Limited



Jupiter Asset Management Ltd



Majedie Asset Management Ltd



For further information please contact: 

D1 Oils plc

+ 44 (0) 20 7367 5600

Ben Good, Chief Executive Officer

Barclay Forrest, Non-Executive

Piper Jaffray Ltd.

+ 44 (0) 20 3142 8700

Michael Covington

Rupert Winckler (Qualified Executive)

Brunswick Group

+ 44 (0) 20 7404 5959

Kevin Byram

Tom Williams


Brian Myerson is the Executive Chairman of Principle Energy Limited and is not considered independent for the purposes of taking responsibility for the contents of this announcement.  The remaining directors of the Company, namely Moira Black, Barclay Forrest, Ben Good, Martin Jarvis and Henk Joos, are referred to in this announcement as the "Independent Directors".

The Independent Directors accept responsibility for all of the information contained in this announcement.  To the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this announcement is accurate and does not omit anything likely to affect the import of such information.
  To the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this announcement for which the Independent Directors take responsibility is accurate and does not omit anything likely to affect the import of such information.

Piper Jaffray Ltd., which is authorised and regulated by the Financial Services Authority, is acting exclusively for D1 Oils and for no-one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than D1 Oils for providing the protections afforded to customers of Piper Jaffray Ltd. nor for giving advice in relation to the matters referred to in this announcement.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of D1 Oils, all "dealings" in any " relevant securities" of D1 Oils (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction.  This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of D1 Oils, they will be deemed to be a single person for the purpose of Rule 8.3.  

Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of D1 Oils by D1 Oils or by any of its "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.  

A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at  

"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities.  In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.  

Terms in quotation marks are defined in the Code, which can also be found on the Panel's website.  If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.

This information is provided by RNS
The company news service from the London Stock Exchange