RNS Number : 7346R
D1 Oils Plc
27 August 2010
FOR IMMEDIATE RELEASE
D1 Oils plc
("D1 Oils" or the "Company")
CHIEF EXECUTIVE STEPS DOWN
The Board of D1 Oils plc ("the Board") announces that Ben Good, Chief Executive and Finance Director, is stepping down from the Board with immediate effect and will leave the Company after a period in which he will assist with handover issues. His departure is by mutual agreement. The Board acknowledges the significant role he has played in restructuring and stabilising the business over the last two years, and thanks him for his contribution.
Martin Jarvis, Chief Operating Officer, is taking over as acting CEO with immediate effect. The Board intends to recruit a new Finance Director as soon as is practicable. The Board is also continuing its discussions with possible candidates to become non-executive directors.
While the Board is disappointed that it has not been able to implement a deal following an indicative offer from Mission NewEnergy, it intends to continue discussions with other potential offerors as well as its work on the Company's development. Accordingly, the Board plans further discussions with major shareholders over the next few weeks with a view to concluding the strategic review.
For further information please contact:
Piper Jaffray Ltd.
Rupert Winckler (Qualified Executive)
+ 44 (0) 20 3142 8700
Kate Holgate /Claire Gore on +44 (0) 207404 5959
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.
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 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.
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