PROPOSED MERLON ACQUISITION SHAREHOLDER APPROVAL
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
CAPITALISED TERMS DEFINED IN THE CIRCULAR HAVE THE SAME MEANING WHEN USED IN THIS ANNOUNCEMENT, UNLESS OTHERWISE DEFINED IN THIS ANNOUNCEMENT.
FOR IMMEDIATE RELEASE
SOCO International plc
("SOCO" or, together with its subsidiaries, the "SOCO Group")
PROPOSED ACQUISITION OF MERLON GAINS SHAREHOLDER APPROVAL
The Board of Directors of SOCO is pleased to announce that the resolutions proposed at the General Meeting of SOCO held earlier today at 10.00 a.m., Friday 21 December 2018, seeking, amongst other things, approval for the acquisition of Merlon Petroleum El Fayum Company ("Merlon") for approximately US$215 million, to be settled through the payment of approximately US$136 million in cash and the issuance of 65,561,041 new SOCO Shares (the "Consideration Shares") (the "Acquisition"), as described in the circular to shareholders dated 5 December 2018 (the "Circular"), were duly passed by shareholders by way of a poll.
Engagement with the Financial Conduct Authority is ongoing and completion remains subject to the satisfaction or, where permitted, waiver of certain Conditions under the Share Purchase Agreement as set out in more detail in the Circular. SOCO expects the completion of the Acquisition will occur in 1H 2019.
Full details of the poll results are set out below.
|
Resolution |
Votes For |
% For |
Votes Against |
% Against |
Total Votes (excluding votes withheld) |
% of issued share capital voted |
Votes Withheld |
|
1. |
196,626,607 |
99.13 |
1,730,979 |
0.87 |
198,357,586 |
59.75% |
2,744,059 |
|
2. To authorise the directors of the Company to allot the Consideration Shares. |
192,453,730 |
97.02 |
5,903,856 |
2.98 |
198,357,586 |
59.75% |
2,744,059 |
Notes:
1. Votes 'For' and 'Against' are expressed as a percentage of the total votes received.
2. 'Votes Withheld' are not a vote in law and have not been counted in the calculation of the 'Votes For' and 'Votes Against' the resolutions or the total number of votes validly cast.
3. The issued share capital figure used to calculate the percentage voted is 331,954,643. This is the figure as at closed of business on 20 December 2018 and excludes the number of ordinary shares held in treasury at that date.
The total number of SOCO Shares in issue as at 6.00 p.m. on Thursday 20 December 2018, being the latest practicable business day prior to the General Meeting, was 331,954,643 ordinary shares of £0.05 each with voting rights.
A copy of the resolutions passed at the General Meeting has been submitted to the National Storage Mechanism in accordance with 9.6.2 of the Listing Rules and will be available for inspection at www.morningstar.co.uk/uk/NSM
The voting results will also shortly be available on SOCO's website at www.socointernational.com
ENQUIRIES
SOCO International plc Tel: + 44 (0) 20 7747 2000
Ed Story, President and Chief Executive Officer
Jann Brown, Managing Director and Chief Financial Officer
Mike Watts, Managing Director
Sharan Dhami, Group Investor Relations Manager
Evercore Partners International LLP - Financial Adviser & Sponsor Tel: + 44 (0) 20 7653 6000
David Waring / Edward Banks / Aditya Lohia
Camarco Tel: + 44 (0) 20 3781 8334
Billy Clegg / Georgia Edmonds / Owen Roberts
NOTES TO EDITORS
SOCO is an international oil and gas exploration and production company, headquartered in London and traded on the London Stock Exchange. The Company has production, development and exploration interests in Vietnam.
SOCO holds a 30.5% working interest in the Te Giac Trang Field of Block 16-1, which is operated by the Hoang Long Joint Operating Company. Block 16-1 is located in the shallow water Cuu Long Basin, offshore southern Vietnam.
SOCO holds a 25% working interest in the Ca Ngu Vang field of Block 9-2, which is operated by the Hoan Vu Joint Operating Company. Block 9-2 is located in the shallow water Cuu Long Basin, offshore southern Vietnam.
SOCO holds a 70% interest in and is designated operator of Blocks 125 & 126, located in the moderate to deep water Phu Khanh Basin, offshore central Vietnam.
Further information
This announcement is for information purposes only and not intended to, and does not, constitute or form part of any offer or invitation 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 prospectus equivalent document.
Important notices
Evercore Partners International LLP ("Evercore") is authorised and regulated by the Financial Conduct Authority. Evercore is acting exclusively for SOCO in connection with the matters set out in this announcement and the Acquisition. Evercore is not, and will not be, responsible to anyone other than SOCO for providing the protections afforded to its clients or for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on it by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its subsidiaries, branches or affiliates owes or accepts any responsibility whatsoever (whether direct or indirect, whether in contract or in tort, under statute or otherwise) and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, fairness, sufficiency, completeness or verification or for any other statement made or purported to be made by it, or on their behalf, in connection with SOCO or the Acquisition, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. Evercore and any of its subsidiaries, branches or affiliates accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any such statement contained therein.
Forward-looking statements
This announcement contains certain forward-looking statements that are subject to risk factors and uncertainties associated with the oil and gas exploration and production business generally and specifically with the business, operations and financial position of the SOCO Group. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "projects", "expects", "intends", "may", "aims", "targets", "prospects", "outlooks", "potential", "possible", "forecasts", "will", "seeks" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts.
These forward looking statements are subject to risks, uncertainties and assumptions regarding SOCO's present and future business strategies and the environment in which SOCO will operate in the future including, among other things, regulatory changes, future levels of industry product supply, demand and pricing, weather and weather-related impacts, wars and acts of terrorism, development and use of technology, acts of competitors, the repercussions of the UK's referendum vote to leave the European Union, future capital expenditures and acquisitions and other changes to business conditions. In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur. Forward looking statements involve inherent risks and uncertainties. Other events not taken into account may occur and may significantly affect the analysis of the forward-looking statements.
Forward-looking statements may, and often do, differ materially from actual results. Any forward-looking statements in this announcement reflect SOCO's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to SOCO and its operations, results of operations and growth strategy.
Other than in accordance with its legal or regulatory obligations (including under the Listing Rules and the Disclosure Guidance and Transparency Rules), SOCO is not under any obligation and SOCO expressly disclaims any intention or obligation (to the maximum extent permitted by law) to update or revise any forward looking statements, whether as a result of new information, future events or otherwise.
Except as explicitly stated, neither the content of SOCO's nor Merlon's website, nor any website accessible by hyperlinks on SOCO's or Merlon's website is incorporated in, or forms part of, this announcement.
Registration
SOCO International plc is registered in England and Wales (company number: 03300821) and has its registered office at 48 Dover Street, London, W1S 4FF
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
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