TIDMVPP TIDMIAE
RNS Number : 6796C
Valiant Petroleum PLC
18 April 2013
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 OR REGULATIONS OF SUCH
JURISDICTION
18 April 2013
RECOMMENDED ACQUISITION OF
VALIANT PETROLEUM PLC
BY
ITHACA ENERGY HOLDINGS (UK) LIMITED
(A WHOLLY-OWNED SUBSIDIARY OF ITHACA ENERGY INC.)
Court sanction of the Scheme and confirmation of the Reduction
of Capital
The Board of Directors of Valiant Petroleum plc ("Valiant") is
pleased to announce that the High Court of Justice of England and
Wales has today, 18 April 2013, made an order (the "Court Order")
sanctioning the Scheme by which the acquisition of Valiant by
Ithaca Energy Holdings (UK) Limited, a wholly-owned subsidiary of
Ithaca Energy Inc. ("Ithaca"), is being implemented and confirming
the Reduction of Capital.
In order for the Scheme to become effective, the Court Order
relating to the Scheme and the associated Reduction of Capital must
be delivered to the Registrar of Companies. It is expected that the
Court Order will be delivered to the Registrar of Companies
tomorrow, 19 April 2013, and accordingly the Scheme will become
effective on that date.
Following application by Valiant to the London Stock Exchange,
trading in Valiant Shares on AIM was suspended at 7.30 a.m. today,
18 April 2013. Application has been made to the London Stock
Exchange for the cancellation of admission of the Valiant Shares to
trading on AIM, with effect from 7.00 a.m. on the Effective Date,
expected to be 19 April 2013.
Those Scheme Shareholders who were on the register of members at
the Scheme Record Time (being 6.00 p.m. on 17 April 2013) will be
entitled to receive 307 pence in cash and 1.33 Ithaca Consideration
Shares for each Valiant Share held.
Application has been made to the London Stock Exchange for
56,952,321 Ithaca Consideration Shares to be admitted to trading on
AIM, and crediting of the Ithaca Consideration Shares to CREST
accounts, is expected to occur by 8.00 a.m. on 22 April 2013.
Ithaca has received conditional approval from the Toronto Stock
Exchange to list the Ithaca Consideration Shares conditional upon
Ithaca fulfilling all of the listing requirements of the Toronto
Stock Exchange.
The latest date for despatch of share certificates in respect of
the Ithaca Consideration Shares due under the Scheme will be 3 May
2013.
Settlement of cash consideration will be effected by Ithaca
Energy Holdings (UK) Limited no later than 3 May 2013, either
through CREST or by cheque, as applicable.
A detailed timetable of principal events for the Scheme is set
out on page 10 of the Scheme Document dated 12 March 2013.
Defined terms used but not defined in this announcement have the
meanings set out in the Scheme Document.
Enquiries:
Valiant
+44 (0) 1483
Kevin Lyon, Non-Executive Chairman 755 666
Michael Bonte-Friedheim, Acting Chief Executive
Officer and Non-Executive Director
Mark Lewis, Chief Financial Officer
Nick Ingrassia, Investor Relations
Morgan Stanley & Co. Limited (Financial Adviser
to Valiant)
+44 (0) 20 7425
Ian Hart 8000
Andrew Foster
Brunswick Group (Public Relations Adviser
to Valiant)
+44 (0) 20 7404
Patrick Handley 5959
Oriel Securities Limited (Nominated Adviser
and Joint Broker to Valiant)
+44 (0) 20 7710
Michael Shaw 7600
Gareth Price
Jefferies International Limited (Joint Broker
to Valiant)
+44 (0) 20 7029
Chris Zeal 8000
Graham Hertrich
Ithaca
+44 (0) 1224
Iain McKendrick, Chief Executive Officer 650 261
+44 (0) 1224
Graham Forbes, Chief Financial Officer 652 151
Cenkos Securities plc (Financial Adviser,
Nominated Adviser and Broker to Ithaca)
+44 (0) 207
Jon Fitzpatrick 397 8900
+44 (0) 131
Neil McDonald 220 6939
+44 (0) 207
Joe Nally (Corporate Broking) 397 8900
FTI Consulting (Public Relations Adviser to
Ithaca)
+44 (0) 207
Billy Clegg 269 7157
+44 (0) 207
Edward Westropp 269 7230
+44 (0) 207
Georgia Mann 269 7212
Morgan Stanley & Co. Limited, which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting for Valiant and no-one else in connection with the
Acquisition and will not be responsible to anyone other than
Valiant for providing the protections afforded to clients of Morgan
Stanley & Co. Limited or for providing advice in relation to
the Acquisition. Neither Morgan Stanley & Co. Limited nor any
of its subsidiaries, branches or affiliates owes or accepts any
duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Morgan Stanley & Co.
Limited in connection with this announcement, any statement
contained herein or otherwise.
Oriel Securities Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
for Valiant and no-one else in connection with the Acquisition and
will not be responsible to anyone other than Valiant for providing
the protections afforded to clients of Oriel Securities Limited nor
for providing advice in relation to the Acquisition. Neither Oriel
Securities Limited nor any of its subsidiaries, branches or
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Oriel Securities Limited in connection with this announcement,
any statement contained herein or otherwise.
Jefferies International Limited, which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting for Valiant and no-one else in connection with the
Acquisition and will not be responsible to anyone other than
Valiant for providing the protections afforded to clients of
Jefferies International Limited or for providing advice in relation
to the Acquisition. Neither Jefferies International Limited nor any
of its subsidiaries, branches or affiliates owes or accepts any
duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Jefferies International
Limited in connection with this announcement, any statement
contained herein or otherwise.
Cenkos Securities plc, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting for
Ithaca and Ithaca Bidco and no-one else in connection with the
Acquisition and will not be responsible to anyone other than Ithaca
and Ithaca Bidco for providing the protections afforded to clients
of Cenkos Securities plc nor for providing advice in relation to
the Acquisition. Neither Cenkos Securities plc nor any of its
subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Cenkos Securities plc in connection
with this announcement, any statement contained herein or
otherwise. In addition, in accordance with, and to the extent
permitted by, the Code, normal UK market practice and section 14(e)
of, and Regulation 14E under, the US Securities Exchange Act of
1934, as amended (the "Exchange Act") subject to the exemptions
provided by Rule 14d-1 under the Exchange Act, Cenkos Securities
plc will continue to act as an exempt principal trader in Valiant
Shares and Ithaca Shares on the London Stock Exchange and engage in
certain other purchasing activities consistent with its respective
normal and usual practice and applicable law.
Scotia Capital Inc., which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting for
Ithaca and Ithaca Bidco and no-one else in connection with the
Acquisition and will not be responsible to anyone other than Ithaca
and Ithaca Bidco for providing the protections afforded to clients
of Scotia Capital Inc. nor for providing advice in relation to the
Acquisition. Neither Scotia Capital Inc. nor any of its
subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Scotia Capital Inc. in connection
with this announcement, any statement contained herein or
otherwise.
This announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase or
subscribe for any securities or the solicitation of an offer to buy
any securities in any jurisdiction, pursuant to the Acquisition or
otherwise, nor shall there be any sale, issue or transfer of the
securities referred to in this announcement in any jurisdiction in
contravention of applicable law.
This announcement has been prepared for the purpose of complying
with English law and the Code and the information disclosed may not
be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of
jurisdictions outside the United Kingdom.
Valiant Shareholders may request a hard copy of this
announcement by contacting Valiant's registrars, Capita, at The
Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, or by
telephoning during business hours on 0871 664 0321 (from within the
UK) or +44 20 8639 3399 (from outside the UK). You will not receive
a hard copy of this announcement unless you so request. It is
important to note that unless you make such a request, a hard copy
of this announcement and information incorporated by reference in
this announcement will not be sent to you. You may also request
that all future documents, announcements and information to be sent
to you in relation to the Acquisition are in hard copy form.
The availability of the Ithaca Consideration Shares in, and the
release, publication or distribution of this announcement in or
into, jurisdictions other than the United Kingdom may be restricted
by law and therefore persons into whose possession this
announcement comes who are not resident in the United Kingdom
should inform themselves about, and observe, any applicable
restrictions. Valiant Shareholders who are in any doubt regarding
such matters should consult an appropriate independent adviser in
the relevant jurisdiction without delay. Any failure to comply with
such restrictions may constitute a violation of the laws of any
such jurisdiction.
The Acquisition relates to the shares of an English company (a
"foreign private issuer" as defined under Rule 3b-4 under the
Exchange Act) and is proposed to be made by means of a scheme of
arrangement provided for under, and governed by, English law.
Neither the proxy solicitation rules nor the tender offer rules
under the Exchange Act will apply to the Scheme. Accordingly, the
Ithaca Consideration Shares to be issued pursuant to the Scheme
have not been and will not be registered under the US Securities
Act of 1933, as amended (the "Securities Act") or under the
relevant securities laws of any state or territory or other
jurisdiction of the United States, but are expected to be offered
in the United States in reliance upon the exemption from the
registration requirements of the Securities Act provided by section
3(a)(10) thereof and exemptions provided under the laws of each
state of the United States in which eligible Valiant Shareholders
may reside.
None of the securities referred to in this announcement have
been approved or disapproved by the US Securities and Exchange
Commission, any state securities commission in the United States or
any other US regulatory authority, nor have such authorities passed
upon or determined the adequacy or accuracy of this announcement.
Any representation to the contrary is a criminal offence in the
United States. This announcement does not constitute an offer to
sell, or the solicitation of any offer to buy, any Ithaca
Consideration Shares in any jurisdiction in which such an offer or
solicitation would be unlawful.
Valiant is incorporated under the laws of England and Wales,
Ithaca Bidco is incorporated under the laws of Scotland, and Ithaca
is incorporated under the laws of Alberta, Canada. Some or all of
the officers and directors of Valiant, Ithaca Bidco and Ithaca may
be residents of countries other than the United States. It may not
be possible to sue Valiant, Ithaca Bidco and Ithaca in a non-US
court for violations of US securities laws. It may be difficult to
compel Valiant, Ithaca Bidco, Ithaca and their respective
affiliates to subject themselves to the jurisdiction and judgment
of a US court.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the Exchange Act, Ithaca Bidco or its nominees, or its
brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, Valiant Shares outside
of the United States, other than pursuant to the Acquisition, until
the Scheme becomes Effective or the Scheme lapses or is otherwise
withdrawn. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices.
Any information about such purchases will be disclosed as required
in the UK, will be reported to the Regulatory Information Service
of the London Stock Exchange and will be available on the London
Stock Exchange website at
www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.
This information will also be publicly disclosed in the United
States to the extent that such information is made public in the
United Kingdom.
The Ithaca Consideration Shares to be issued pursuant to the
Scheme have not been and will not be registered under the relevant
securities laws of the Kingdom of Denmark, the Faroe Islands or
Japan and the relevant clearances have not been, and will not be,
obtained from the securities commission or similar regulatory
authority of any province or territory of Canada or Australia.
Accordingly, the Ithaca Consideration Shares are not being, and may
not be, offered, sold, resold, delivered or distributed, directly
or indirectly in or into Canada, Australia or Japan or any other
jurisdiction if to do so would constitute a violation of relevant
laws of, or require registration thereof in, such jurisdiction
(except pursuant to an exemption, if available, from any applicable
registration or prospectus requirements and otherwise in compliance
with all applicable laws). No prospectus in relation to the Ithaca
Consideration Shares has been, or will be, lodged or filed with, or
registered by, the securities commission or similar regulatory
authority of any province or territory of Canada or the Australian
Securities and Investments Commission.
The Ithaca Consideration Shares to be issued pursuant to the
Scheme will be issued in reliance upon exemptions from the
prospectus requirements of securities legislation in each province
and territory of Canada. Subject to certain disclosure and
regulatory requirements and to customary restrictions applicable to
distributions of shares that constitute "control distributions",
Ithaca Consideration Shares may be resold in each province and
territory in Canada, subject in certain circumstances, to the usual
conditions that no unusual effort has been made to prepare the
market or to create demand, no extraordinary commission or
consideration is paid and, if the selling shareholder is an insider
or officer of Ithaca, such shareholder has no reasonable grounds to
believe that Ithaca is in default of securities legislation.
A copy of this announcement will be made available, free of
charge subject to certain restrictions relating to persons resident
in Restricted Jurisdictions, at www.valiant-petroleum.com and
www.ithacaenergy.com.
Neither the content of any website referred to in this
announcement nor the content of any website accessible from
hyperlinks on Ithaca or Valiant's website (or any other website) is
incorporated into, or forms part of, this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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