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D1 Oils Plc (NEOS)

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Wednesday 12 May, 2010

D1 Oils Plc

Receipt of notice to requisit

RNS Number : 7501L
D1 Oils Plc
12 May 2010
 

FOR IMMEDIATE RELEASE

("D1 Oils" or the "Company")

Receipt of notice to requisition General Meeting

The Board of D1 Oils received yesterday notice from Evo Nominees Limited, being the registered holders of 26,473,330 shares in the Company (approximately 20.9% of those in issue) pursuant to section 303 of the Companies Act 2006.  Accordingly, the Board is required within 21 days from receipt of this requisition to send to shareholders a notice convening a general meeting (with special notice) to be held not more than 28 days from the issue of the notice convening the meeting, to vote on the resolutions (the "Resolutions") provided by Evo Nominees Limited.

The Resolutions will propose that all the Directors of D1 Oils save for Nicholas Ward be removed and that two new directors proposed by Evo Nominees Limited (who are, inter alia, directors of Principle Capital Holdings S.A.) be appointed.

On Thursday 6 May, the Board made an offer period and strategic financing update announcement which contained, inter alia, the following:

"...the Board of D1 Oils can confirm that offer discussions have progressed to the extent that two parties (having already provided indicative offer letters to the Company) have indicated that they may, subject to due diligence, make offers for the Company in each case at a substantial premium to the current share pr ice (in one case wholly in cash and in the other in new listed shares of that potential offeror).

In addition, earlier stage discussions related to the provision of material levels of equity finance are taking place with a number of parties, which may also include an offer for the Company.

The Board is seeking to bring these discussions to a conclusion within two months.  If a firm offer or material new financing is not announceable by this time, the Board intends to conclude its strategic review announced on 25 November in light of these circumstances and its assessment of the Company's commercial progress and prospects as well as its financial position."

In light of this position, the Board does not support the Resolutions.

 

The Board intends to write to shareholders in due course to provide further advice and to convene a general meeting.


For further information please contact: 

 

D1 Oils plc

+ 44 (0) 20 7367 5609     

Ben Good, Chief Executive Officer






Piper Jaffray Ltd.

+ 44 (0) 20 3142 8700      

Charlie Lilford


Rupert Winckler (Qualified Executive)




Brunswick Group

+ 44 (0) 20 7404 5959            

Kevin Byram


Tom Williams


 

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.

Responsibility

The Directors of D1 Oils 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 Directors take responsibility is accurate and does not omit anything likely to affect the import of such information.


Disclosure requirements of the Takeover Code (the "Code")

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of D1 Oils or of any paper 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 paper 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) D1 Oils and (ii) any paper 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 paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more ofany class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper offeror, 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 paper 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.


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