TIDMDEO
RNS Number : 9613H
Deo Petroleum PLC
18 July 2012
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
18 July 2012
RECOMMENDED OFFER
for
DEO Petroleum plc ("DEO" or the "Company")
by
The Parkmead Group plc ("Parkmead")
(to be implemented by way of a Scheme of Arrangement
under Part 26 of the Companies Act)
Result of Court and General Meeting
On 28 May 2012, the boards of Parkmead and DEO announced that
they had reached agreement on the terms of a recommended
acquisition of the entire issued and to be issued ordinary share
capital of DEO by Parkmead. It is intended that the Acquisition
will be implemented by way of a Court sanctioned Scheme of
Arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
The Scheme Circular, containing the terms and conditions of the
Scheme, was posted to DEO Shareholders on 25 June 2012. Unless
otherwise stated, defined terms used in this announcement shall
have the same meaning as those used in the Scheme Circular.
The Company is now pleased to announce that at the Court Meeting
and General Meeting held earlier today to approve the Scheme and
associated matters, all resolutions were passed.
At the Court Meeting, the required majority in number of those
Scheme Shareholders present and voting, either in person or by
proxy, representing approximately 99.96 per cent. in nominal value
of all Scheme Shares in respect of which votes were cast, voted in
favour of the Scheme. The voting of those Scheme Shareholders who
cast votes either in person or by proxy at the Court Meeting was as
follows:
Total Votes Votes for the Scheme Votes against
the Scheme
----------------- ---------------------------- -------------------------- --------------------------------
Percentage
No. of of voted
Scheme Scheme Percentage
Shares Shares No. of of voted
No. of which were which were Scheme Scheme
No. of Scheme voted in voted in Shares Shares
Scheme Shares favour favour which were which were
Shareholders which were of the of the voted against voted against
who voted voted Scheme Scheme the Scheme the Scheme
----------------- -------------- ------------ ------------ ------------ --------------- ---------------
Totals
in
person,
by
proxy
and
by
corporate
representative 70 28,604,435 28,591,688 99.96 12,747 0.04
----------------- -------------- ------------ ------------ ------------ --------------- ---------------
At the General Meeting, each of the four special resolutions put
to the meeting (including the special resolution approving the
reduction of capital required to facilitate the Scheme) were duly
passed on a poll vote. The voting of those Shareholders who cast
votes either in person or by proxy or by corporate representative
at the General Meeting was as follows:
Special Votes % Votes % Votes
Resolutions For For Against Against Withheld
------------- ----------- ------ --------- --------- ----------
1 28,627,230 99.96 12,787 0.04 2
------------- ----------- ------ --------- --------- ----------
2 28,631,230 99.97 8,789 0.03 Nil
------------- ----------- ------ --------- --------- ----------
3 28,631,230 99.97 8,789 0.03 Nil
------------- ----------- ------ --------- --------- ----------
4 28,631,230 99.97 8,789 0.03 Nil
------------- ----------- ------ --------- --------- ----------
In order to become effective, the Scheme requires to be approved
by the Court. The Court Hearing seeking that approval is to be held
on 8 August 2012. The Scheme is expected to become effective on 9
August 2012.
Enquiries:
Parkmead
Tom Cross (Executive Chairman) +44 1224 622200
Donald MacKay (Chief Financial Officer) +44 1224 622200
Kathryn Ramsay (Investor Relations Manager) +44 1224 622200
Charles Stanley Securities (Financial
Adviser, NOMAD and Corporate Broker to
Parkmead)
Marc Milmo +44 20 7149 6000
Karri Vuori +44 20 7149 6000
Carl Holmes +44 20 7149 6000
DEO
David Marshall (Chief Executive Officer) +44 1224 548777
Gregor Goodwin (Chief Financial Officer) +44 1224 548777
Heather Ruth (Communications Officer) +44 1224 548777
FirstEnergy Capital LLP (Financial Adviser
and Corporate Broker to DEO)
Hugh Sanderson + 44 20 7448 0200
Derek Smith + 44 20 7448 0200
Canaccord Genuity Securities Limited (NOMAD
and Corporate Broker to DEO)
Henry Fitzgerald-O'Connor +44 0 207 523 8000
Media Enquiries:
College Hill Associates (PR Adviser to
Parkmead and DEO)
Nick Elwes +44 (0) 20 7457 2020
Alexandra Roper +44 (0) 20 7457 2020
Charles Stanley Securities, which is authorised and regulated in
the UK by the Financial Services Authority, is acting exclusively
for Parkmead and no one else in connection with the Acquisition and
this announcement and will not be responsible to anyone other than
Parkmead for providing the protections afforded to clients of
Charles Stanley Securities nor for providing advice in connection
with the Acquisition or any matter referred to herein.
FirstEnergy Capital LLP, which is authorised and regulated in
the United Kingdom by the Financial Services Authority, is acting
exclusively for the Company as its financial adviser and no one
else in connection with the Acquisition and will not be responsible
to anyone other than the Company for providing the protections
afforded to clients of FirstEnergy nor for providing advice in
connection with the Acquisition or the content of, or any other
matter or arrangement described or referred to herein.
Canaccord Genuity, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting
exclusively for the Company as its nominated adviser and no one
else in connection with the Acquisition and will not be responsible
to anyone other than the Company for providing the protections
afforded to clients of Canaccord nor for providing advice in
connection with the Acquisition or the content of, or any other
matter or arrangement described or referred to herein.
This announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy securities,
pursuant to the Acquisition or otherwise. The Acquisition will be
made solely by means of the Scheme Document, which will contain the
full terms and conditions of the Acquisition, including details of
how to vote in favour of the Scheme.
Parkmead reserves the right to elect, with the consent of the
Panel (where necessary), to implement the Acquisition by way of a
Takeover Offer. In such event, the Takeover Offer will be
implemented on substantially the same terms, subject to appropriate
amendments, as those which would apply to the Acquisition.
This announcement has been prepared for the purpose of complying
with English law and the City 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.
Overseas shareholders
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and observe, any
applicable requirements.
Unless otherwise determined by Parkmead or required by the City
Code and permitted by applicable law and regulation, the
Acquisition will not be made, directly or indirectly, in, into or
from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction, and the Acquisition will not be capable
of acceptance from or within a Restricted Jurisdiction.
Accordingly, copies of this announcement and all documentation
relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in, into or from a Restricted Jurisdiction where to do so
would violate the laws in that jurisdiction, and persons receiving
this announcement and all documents relating to the Acquisition
(including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in, into or from such
jurisdictions as doing so may invalidate any purported acceptance
of the Acquisition.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any paper offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any paper
offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i)
the offeree company and (ii) any paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm (London time) on the 10th Business
Day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th
Business Day following the announcement in which any paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
paper offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than
3.30 pm (London time) on the Business Day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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