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
16 January 2012
PREMIER OIL PLC
COMPLETION OF THE RECOMMENDED ACQUISITION OF
ENCORE OIL PLC BY PREMIER OIL PLC
Premier Oil plc ("Premier") is pleased to announce that the Reduction Court Order has been delivered to the Registrar of Companies today, 16 January 2012, and 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 Oil plc (the "Acquisition") has therefore become effective. EnCore has been re-registered as a private company.
In accordance with the terms of the Scheme, in respect of EnCore Shares for which no valid election under the Share Alternative has been made, EnCore Shareholders will receive consideration of 70 pence in cash for each EnCore Share.
Elections for New Premier Shares under the Share Alternative will be met in full. EnCore Shareholders who elected for the Share Alternative will receive New Premier Shares instead of some or all of the cash consideration, in accordance with their election. EnCore Shareholders shall receive 0.2067 of a New Premier Share for each EnCore Share. Accordingly, Premier will pay a total of £14,147,816.90 in cash to EnCore Shareholders and issue 60,931,514 New Premier Shares pursuant to the Share Alternative.
Fractions of New Premier Shares shall not be allotted or issued to holders of Scheme Shares pursuant to the Scheme. All fractional entitlements to which holders of Scheme Shares would have become entitled will be aggregated and sold by Premier's brokers in the market, and the net proceeds of sale shall be paid in cash pro rata to the Scheme Shareholders entitled thereto. However, individual entitlements of less than £5 will be retained for the benefit of Premier.
Settlement of New Premier Shares through CREST is expected to take place on 17 January 2012. Despatch of cheques in respect of cash consideration or settlement of cash consideration through CREST (as appropriate) and statements of entitlements to or share certificates in relation to New Premier Shares (as appropriate) will take place no later than 30 January 2012. Settlement of the cash consideration whether by cheque or through CREST will also include cash in respect of any fractional entitlements.
The EnCore Shares will cease to be admitted to trading on AIM at or about 8:00 a.m. on 17 January 2012.
The 60,931,514 New Premier Shares allotted and issued pursuant to the Share Alternative will be admitted to listing on the Official List of the UK Listing Authority with a premium listing, and to trading on the London Stock Exchange's main market for listed securities with effect from 8.00 a.m. on 17 January 2012.
Terms and expressions in this announcement shall, unless the context otherwise requires, have the same meanings 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.