TIDMDPL
RNS Number : 8260T
Dominion Petroleum Limited
12 December 2011
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 THAT
JURISDICTION
For immediate release 12 December 2011
RECOMMENDED OFFER
for
Dominion Petroleum Limited ("Dominion")
by
Ophir Energy plc ("Ophir")
Results of Court Meeting and General Meeting
On 13 October 2011 the Boards of Dominion and Ophir announced
that they had reached agreement on the terms of a recommended offer
to be made by Ophir to acquire the entire issued and to be issued
share capital of Dominion (the "Acquisition"). As explained in such
announcement, it is intended that the Acquisition be implemented by
way of a scheme of arrangement between Dominion and its
shareholders under section 99 of the Companies Act 1981 of Bermuda
(the "Scheme").
Dominion is pleased to announce that, at the Court Meeting held
earlier today, the Scheme was approved by the requisite majority of
Dominion Shareholders. In addition, the Scheme General Meeting
Resolutions required to approve the Scheme and the Management
Resolutions were duly passed by the requisite majority of Dominion
Shareholders at the General Meeting held shortly thereafter.
Court Meeting
At the Court Meeting, a majority in number of the Voting Scheme
Shareholders who voted (either in person or by proxy), representing
91.40 per cent. in value of the Voting Scheme Shares, voted in
favour of the resolution to approve the Scheme. The resolution
proposed at the Court Meeting was decided on a poll. Details of the
votes cast were as follows:
Number of Percentage Number of Percentage
Scheme Shares of Scheme Scheme Shareholders of voting
voted Shares voted who voted Scheme Shareholders
FOR (including
at Chairman's
discretion) 697,330,405 91.40 75 92.59
AGAINST 65,577,246 8.60 6 7.41
Accordingly, the resolution to approve the Scheme proposed at
the Court Meeting was duly passed on a poll vote.
General Meeting
At the General Meeting the Scheme General Meeting Resolutions to
approve the Scheme and the Management Resolutions were passed by
the requisite majority on a poll. The full text of the General
Meeting Resolutions is contained in the Notice of General Meeting
set out in the Scheme Document, which is available on Dominion's
website at www.dominionpetroleum.com.
The voting results for the Scheme General Meeting Resolutions
were as follows:
Number of voting Dominion Percentage of voting
Shares Dominion Shares
FOR (including at
Chairman's discretion) 693,508,724 91.12
AGAINST 67,566,505 8.88
WITHHELD 88,119 n/a
The voting results for the Management Resolutions were as
follows:
Andrew Cochran bonus:
Number of voting Dominion Percentage of voting
Shares Dominion Shares
FOR (including at
Chairman's discretion) 545,398,883 71.73
AGAINST 214,913,856 28.27
WITHHELD 735,436 n/a
Vahid Farzad bonus:
Number of voting Dominion Percentage of voting
Shares Dominion Shares
FOR (including at
Chairman's discretion) 545,498,883 71.74
AGAINST 214,913,856 28.26
WITHHELD 735,436 n/a
Votes withheld do not count in the total of votes cast.
Issued share capital: 1,589,781,144 common shares of $0.0004
each.
Next steps
Completion of the Acquisition remains subject to the
satisfaction of a number of Conditions set out in the Scheme
Document, including clearance from the Kenyan Competition Authority
("KCA") and the Tanzanian Fair Competition Commission ("TFCC") and
the consent of the Republic of Kenya's Minister of Energy. As
announced on 16 November 2011, formal submissions have been made to
the KCA and the TFCC seeking clearance in respect of the
Acquisition. In addition, Dominion and Ophir have also approached a
designated representative of the Republic of Kenya's Minister of
Energy to seek its consent to the Acquisition and expects to
receive a formal response soon. Dominion will update the market
when formal responses have been received.
Subject to satisfaction of the Conditions referred to above and,
amongst other things, the sanction of the Court, it is expected
that the Acquisition will be effected in accordance with the
indicative timetable of principal events set out in the Scheme
Document with the Scheme expected to become effective on 17 January
2012.
Capitalised terms in this announcement have the same meanings as
set out in the Scheme Document posted to Dominion Shareholders on
16 November 2011.
Enquiries
Ophir Tel: +44 (0) 20 7290 5800
Nick Cooper, Chief Executive Officer
Jonathan Taylor, Founder Director
J.P. Morgan Cazenove (Financial Adviser and Tel: +44 (0) 20 7742 4000
Broker to Ophir)
Barry Weir
Neil Passmore
James Robinson
FTI Consulting (PR adviser to Ophir) Tel: +44 (0) 20 7831 3113
Billy Clegg
Edward Westropp
Dominion Tel: +44 (0) 20 7349 5900
Roger Cagle, Chairman
Andrew Cochran, Chief Executive Officer
Rob Shepherd, Finance Director
BofA Merrill Lynch (Joint Financial Adviser to Dominion) Tel:
+44 (0) 20 7996 1000
Paul Wheeler
Anya Weaving
Paul Frankfurt
RBC Capital Markets (NOMAD, Joint Financial Adviser to
Dominion)
Jeremy Low Tel: +44 (0) 20 7653 4000
Martin Eales
Stephen McPherson
Pelham Bell Pottinger Limited (PR Adviser to Dominion) Tel: +44 (0) 20 7861 3112
Archie Berens
J.P. Morgan Cazenove is acting exclusively for Ophir and no one
else in connection with the Acquisition or any other matter set out
in this announcement or the Scheme Document and will not be
responsible to anyone other than Ophir for providing the
protections afforded to clients of J.P. Morgan Cazenove or for
providing advice in relation to the Acquisition or in relation to
the contents of this announcement, the Scheme Document or any
transaction or any other matters referred to herein or therein.
Merrill Lynch International ("BofA Merrill Lynch") is acting
exclusively for Dominion and no one else in connection with the
Acquisition or any other matter set out in this announcement or the
Scheme Document and will not be responsible to anyone other than
Dominion for providing the protections afforded to clients of BofA
Merrill Lynch or for providing advice in relation to the
Acquisition or in relation to the contents of this announcement,
the Scheme Document or any transaction or any other matters
referred to herein or therein.
RBC Europe Limited, which trades as RBC Capital Markets and
which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Dominion
and no one else in connection with the matters set out in this
announcement and the Scheme Document, and will not be responsible
to anyone other than Dominion for providing the protections
afforded to clients of RBC Europe Limited or for providing advice
in relation to matters set out in this announcement or any offer or
arrangements referred to herein or in the Scheme Document.
Further information
This announcement is for information purposes only and 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. Neither this announcement nor the
Scheme Document constitutes a prospectus or a prospectus equivalent
document. The proposals for the Acquisition are made solely through
the Scheme Document, which contains the full terms and conditions
of the Scheme, including details of how to vote with respect to the
Scheme. Please carefully read the Scheme Document in its entirety
before making a decision with respect to the Acquisition. Any
acceptance or other response to the proposals should be made on the
basis of the information in the Scheme Document.
This announcement and the Scheme Document have been prepared for
the purposes of complying with English law and Bermuda law and
information disclosed in them may not be the same as that which
would have been prepared in accordance with the laws of
jurisdictions outside England and Bermuda.
The release, publication or distribution of this announcement
and/or the Scheme Document in jurisdictions other than the United
Kingdom and Bermuda may be restricted by law or regulation and
therefore persons into whose possession this announcement and/or
the Scheme Document comes should inform themselves about, and
observe, such restrictions. Any failure to comply with these
restrictions may constitute a violation of securities laws of any
such jurisdictions. To the fullest extent permitted by law,
Dominion and Ophir disclaim any responsibility or liability for the
violation of such restrictions by such person.
Any person (including, without limitation, any custodian,
nominee and trustee) who would, or otherwise intends to, or who may
have a contractual or legal obligation to forward this announcement
and/or the Scheme Document and/or any other related document to any
jurisdiction outside the UK or Bermuda should inform themselves of,
and observe, any applicable legal or regulatory requirements of
their jurisdiction before taking any action.
The Scheme is subject to Bermuda law and is not subject to the
City Code on Takeovers and Mergers or the jurisdiction of the Panel
and this announcement has not been prepared for the purpose of
complying with the City Code on Takeovers and Mergers.
Notice to US holders of Dominion Shares
The New Ophir Shares have not been and will not be registered
under the US Securities Act of 1933, as amended (the "Securities
Act"), or under the securities laws of any state, district or other
jurisdiction of the United States. Accordingly, such securities may
not be offered, sold, re-offered, resold or delivered, directly or
indirectly, in or into such jurisdictions except pursuant to
exemptions from the applicable registration requirements of such
jurisdictions. As such, it is expected that the New Ophir Shares to
be issued in the Scheme will be issued in reliance upon the
exemption from the registration requirements of the Securities Act
provided by section 3(a)(10) of that Act based on Court approval of
the Scheme. For the purpose of qualifying for this exemption from
the registration requirements of the Securities Act, Dominion will
advise the Court that its sanctioning of the Scheme will be relied
upon by Dominion and Ophir as an approval of the Scheme following a
hearing on its fairness to Dominion Shareholders at which hearing
all such shareholders are entitled to attend in person or through
counsel to support or oppose the sanctioning of the Scheme and with
respect to which notification has been given to all such
shareholders.
The New Ophir Shares have not been and will not be registered
with, recommended by or approved by the SEC or any other federal,
state or foreign securities commission or regulatory authority, nor
has any such commission or regulatory authority reviewed or passed
comment upon the accuracy or adequacy of this document. Any
representation to the contrary is a criminal offence.
US persons should note that the Scheme relates to shares of a
Bermuda company that is a "foreign private issuer" as defined in
Rule 3b--4 under the US Securities Exchange Act of 1934, as amended
(the "US Securities Exchange Act"), and the Scheme will be governed
by Bermuda law. Neither the proxy solicitation rules nor the tender
offer rules under the US Securities Exchange Act will apply to the
Scheme. Moreover, the Scheme will be subject to the disclosure
requirements and practices applicable in Bermuda to takeovers
implemented by scheme of arrangement, which differ from the
disclosure requirements under US securities laws. Financial
information in, or incorporated by reference into, this
announcement and/or the Scheme Document has been prepared in
accordance with accounting standards that may not be comparable to
the accounting standards applicable to financial statements of US
companies. None of the financial information in, or incorporated
into, this document has been audited in accordance with auditing
standards generally accepted in the United States or the auditing
standards of the Public Company Accounting Oversight Board (United
States).
If the Offer is implemented by way of an Amalgamation or a
Takeover Offer under Bermuda law, the Offer will be made in
compliance with applicable US laws and regulations, including (in
the case of a Takeover Offer) applicable provisions of the tender
offer rules under the US Securities Exchange Act.
Forward-Looking Statements
This announcement and the Scheme Document, including information
included or incorporated by reference in the Scheme Document, may
contain "forward looking statements" concerning the Wider Ophir
Group and the Wider Dominion Group. Generally, the words "will",
"may", "should", "continue", "believes", "expects", "intends",
"anticipates" or similar expressions identify forward looking
statements. The forward looking statements involve risks and
uncertainties that could cause actual results to differ materially
from those suggested by them. Many of these risks and uncertainties
relate to factors that are beyond the companies' abilities to
control or estimate precisely, such as future market conditions and
the behaviours of other market participant. Ophir and Dominion
cannot give any assurance that such forward-looking statements will
prove to have been correct. The reader is cautioned not to place
undue reliance on these forward looking statements. The statements
contained in this announcement and/or the Scheme Document are made
at the date of release/publication (as the case may be). Neither
the Wider Ophir Group nor the Wider Dominion Group assume any
obligation to, and do not intend to, update or revise publicly any
of the forward looking statements set out herein or therein,
whether as a result of new information, future events or otherwise,
except as required pursuant to applicable law including, without
limitation, the Prospectus Rules and the Disclosure and
Transparency Rules.
Nothing in this announcement or the Scheme Document shall be
deemed to be a forecast, projection or estimate of the future
financial performance of the Wider Ophir Group, or of the Wider
Dominion Group, or of the Combined Group, except where otherwise
stated.
Publication on websites
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 Dominion's website at
http://www.dominionpetroleum.com and Ophir's website at
http://www.ophirenergy.com and by no later than 12 noon on 13
December 2011.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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