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D1 Oils Plc (NEOS)

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Friday 16 July, 2010

D1 Oils Plc

Requisitioned General Meeting

RNS Number : 4439P
D1 Oils Plc
16 July 2010
 

FOR IMMEDIATE RELEASE

D1 Oils plc (the "Company")

Requisitioned General Meeting to be held on Monday 19 July (the "Requisitioned General Meeting")

16 July 2010

The Company notes the 'cold shoulder' decision of 14 July by the Takeover Panel against Mr. Brian Myerson, in which the Panel ruled that Mr. Myerson is a person not likely to comply with the UK Takeover Code (the "Code").

The Board also notes the statement of the UK Financial Services Authority (the "FSA") of yesterday as regards MAR 4.3 and in particular, MAR 4.3.1R which states that a firm must not act, or continue to act, for any person in connection with a transaction to which the Code applies if the firm has reasonable grounds for believing that the person in question, or his principal, is not complying or is not likely to comply with the Code.

The Requisitioned General Meeting has been convened following receipt of a requisition notice from Evo Nominees Limited (the "Requisitioner") which is understood to hold ordinary shares in the Company as nominee on behalf of Principle Capital Investments Limited ("PCIL"). Brian Myerson is Chairman of PCIL.

The requisition notice sets out resolutions for the removal of 4 of the 5 directors of the Company and for the appointment as directors of Jonathan Saul Sieff and Andrew James Peggie.  PCIL and the related company, Principle Capital LP, together account for 27.5 per cent. of the Company's shares.

Jonathan Saul Sieff and Andrew James Peggie are, inter alia, directors of Principle Capital Holdings S.A ("PCH") and/or other subsidiaries and affiliates of PCH.  PCH is also an affiliate of PCIL and of Principle Capital Fund Managers Limited ("PCFML"), which acts for PCIL.

Under the circumstances the Board of the Company believes it is inappropriate for representatives of Principle Capital to be appointed to the Board or for current members of the Board to be removed pursuant to the Requisitioned Resolutions (as defined in the Company's announcement of 27 May).  As such, the Board recommends that shareholders vote AGAINST all of the Requisitioned Resolutions. The Board also recommends that Shareholders vote FOR both the Re-appointment Resolutions (also as defined in that announcement).

 

The text of the decision is available via the Takeover Panel's website at:

http://www.thetakeoverappealboard.org.uk/downloads/2010-01.pdf<http://www.thetakeoverappealboard.org.uk/downloads/2010-01.pdf>

The text of the FSA's statement is available via the FSA's website at:

http://www.fsa.gov.uk/pubs/public/takeover_panel_cold0710.pdf

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


Claire Gore



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 of any 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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