NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
13 January 2012
PREMIER OIL PLC
RECOMMENDED ACQUISITION OF ENCORE OIL PLC BY PREMIER OIL PLC
REDUCTION OF CAPITAL
Premier Oil plc ("Premier") is pleased to note the announcement made by EnCore Oil plc ("EnCore") regarding the Court order confirming the reduction of capital associated with the scheme of arrangement (the "Scheme") under Part 26 of the Companies Act 2006 to effect the proposed acquisition by Premier of the entire issued and to be issued share capital of EnCore (the "Acquisition").
The Scheme and Reduction of Capital will become effective on delivery of the Reduction Court Order made at the Reduction of Capital Hearing to the Registrar of Companies (the Scheme Court Order having been delivered to the Registrar on Thursday 12 January 2012). It is expected that the Reduction Court Order will be delivered to the Registrar of Companies on Monday 16 January 2012, and accordingly, the Scheme will become effective on that date.
EnCore has made an application to the London Stock Exchange for the cancellation of the admission to trading of EnCore Shares on AIM to be effective at or about 8.00 a.m. on 17 January 2012.
It is expected that the listing of the New Premier Shares on the Official List and the admission of the New Premier Shares to trading on the London Stock Exchange's main market for listed securities will also take effect at or about 8.00 a.m. on 17 January 2012.
Further to Premier's announcement on 12 January 2012 of the preliminary results of EnCore shareholder elections, Premier can confirm that share elections to take New Premier Shares pursuant to the Share Alternative were received in respect of approximately 93.52 per cent of Scheme Shares and 100 per cent of EnCore Share Options which are "in the money" and as yet unexercised. As a result, Premier will issue a total of 60,931,514 New Premier Shares pursuant to the Share Alternative.
Terms and expressions in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the scheme document sent to EnCore shareholders dated 18 November 2011.
All times referred to in this announcement are references to London time.
Premier Oil plc
Simon Lockett +44 (0)20 7730 1111
RBC Capital Markets
Jeremy Low +44 (0)20 7653 4000
Pelham Bell Pottinger (Public Relations Adviser to Premier)
Gavin Davis +44 (0)20 7861 3159 / +44 (0)7910 104 660
Henry Lerwill +44 (0)20 7861 3169 / +44 (0)7894 608 607
RBC Capital Markets, which is authorised and regulated in the UK by the FSA, is acting exclusively for Premier and no one else in connection with the Acquisition and will not be responsible to anyone other than Premier for providing the protections afforded to clients of RBC Capital Markets or for providing advice in relation to the Acquisition or any other matters referred to in this announcement.
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in any such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions.
This announcement is not intended to, and does not constitute, or form part of, an offer to sell or any invitation to purchase or subscribe for any securities or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. This announcement does not constitute a prospectus or a prospectus equivalent document.
THIS ANNOUNCEMENT IS NOT A PROSPECTUS. IT DOES NOT CONSTITUTE OR FORM PART OF AN OFFER TO SELL OR ANY INVITATION TO PURCHASE OR SUBSCRIBE FOR ANY SECURITIES OR THE SOLICITATION OF AN OFFER TO PURCHASE, OTHERWISE ACQUIRE, SUBSCRIBE FOR, SELL OR OTHERWISE DISPOSE OF ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION PURSUANT TO THE ACQUISITION OR OTHERWISE. ANY ACCEPTANCE OR RESPONSE TO THE ACQUISITION SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION REFERRED TO IN THE SCHEME DOCUMENT AND THE PROSPECTUS.
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.
Notice to US investors in EnCore: This announcement is not an offer of securities for sale, offer to purchase or a solicitation of an offer to purchase EnCore Shares in the United States.
The Acquisition relates to the shares of a UK company and is proposed to be made by means of a scheme of arrangement provided for under the laws of England and Wales. The Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure and other requirements of US securities laws. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to the financial statements of US companies.
The New Premier Shares have not been, will not be, and are not required to be, registered with the SEC under the US Securities Act in reliance upon the exemption from registration requirements of the US Securities Act provided by Section 3(a)(10) of that Act. The New Premier Shares have not been, and will not be, registered under the securities laws of any state or jurisdiction of the United States and, accordingly, will only be issued to the extent that exemptions from the registration or qualification requirements of state "blue sky" securities laws are available. Under applicable US securities laws, persons (whether or not US persons) who are or will be "affiliates" (for the purposes of the US Securities Act) of Premier or EnCore prior to, or of Premier after, the Effective Date will be subject to certain transfer restrictions relating to the New Premier Shares received in connection with the Acquisition.
If the Acquisition is implemented by way of an Offer, it will be made in accordance with the requirements of the US securities laws, to the extent applicable. If the Acquisition is implemented by way of an Offer, the New Premier Shares to be issued in connection with such Offer will not be registered under the US Securities Act or under the securities laws of any state, or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, in the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act or such other securities laws. Premier does not intend to register any such New Premier Shares or part thereof in the United States or to conduct a public offering of the New Premier Shares in the United States.
Publication on Premier Website
A copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Premier's website at www.premier-oil.com.