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D1 Oils Plc (NEOS)

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Thursday 10 June, 2010

D1 Oils Plc

Proposed adjournment of Requi

RNS Number : 4447N
D1 Oils Plc
10 June 2010
 

FOR IMMEDIATE RELEASE

D1 Oils plc

("D1 Oils" or the "Company")

Proposed adjournment of Requisitioned General Meeting

The Board is pleased to announce that agreement has been reached with Principle Capital, the Company's largest shareholder, which will enable the existing Board to take forward the discussions it is having with Mission and other parties with a view to a sale of the Company which both Principle Capital and the Board believe is in the best interests of shareholders as a whole.

Accordingly, the Board supported by Principle Capital intends to seek an adjournment during the Requisitioned General Meeting, which will still take place on Monday 14 June, with a view to reconvening this meeting on Monday 19 July.

Principle Capital and the non-executive directors of the Company have agreed to meet on a regular basis to discuss progress during this interval.

Brian Myerson, Chairman of Principle Capital commented:

"Principle Capital looks forward to helping the Board to conclude the sale process as soon as possible."

Barclay Forrest, Chairman of the D1 Board said:

"We are delighted to have Principle engaged in our process as the Board has always sought to involve the Company's major stakeholders in such decisions."

The Board would remind D1 shareholders that their proxies will remain valid at the above meetings unless they chose to withdraw or amend them.

For further information please contact: 

D1 Oils plc

+ 44 (0) 20 7367 5609     

Barclay Forrest, Chairman

 


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.


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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