Court Sanction of the Scheme of Arrangement


 

TIDMEEN 
 
RNS Number : 3869A 
Emerald Energy PLC 
07 October 2009 
 

FOR IMMEDIATE RELEASE 
 
 
7 October 2009 
 
 
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 
 
 
Recommended all cash acquisition of 
Emerald Energy Plc ("Emerald" or the "Company") by 
Sinochem Resources UK Limited ("Sinochem") 
Court Sanction of the Scheme of Arrangement 
 
 
The Emerald Directors are pleased to announce that the Court has today 
sanctioned the Scheme of Arrangement to effect the recommended all cash 
acquisition of Emerald by Sinochem. 
 
 
The Scheme of Arrangement is expected to become effective on 12 October 2009, 
once the Court Order has been delivered for registration with the Companies 
Registry of the Isle of Man Financial Supervision Commission. 
 
 
An application has been made to the UK Listing Authority requesting the 
cancellation of the listing of Emerald Shares on the Official List as well as 
trading of Emerald Shares on the London Stock Exchange's market for listed 
securities. Cancellation is expected to take place at 8.00 a.m. on 13(1) October 
2009. 
 
 
The Cash Consideration of 750 pence per Scheme Share to be paid by Sinochem to 
Scheme Shareholders pursuant to the Acquisition is expected to be dispatched (in 
the case of certificated holders of Emerald Shares) or settled in CREST (in the 
case of uncertificated holders of Emerald Shares) on or prior to 26 October 
2009. 
 
 
In accordance with Rule 19.11 of the City Code, a copy of this announcement will 
be published on the following websites: 
www.sinochem.com/Portals/0/Skins/index_1027/tabid/613/Default.aspx and www.emer 
ldenergy.com. 
 
 
(1)    Please note that, in accordance with Note (4) on page 7 of the scheme 
circular dated 7 September 2009, this date of 13 October 2009 is different from 
the date set out on page 7 of the scheme circular (and as previously announced 
by Emerald), which stipulated that cancellation was expected to take place on 16 
October 2009. 
 
For further information please contact: 
 
Emerald            +44 (0)20 7925 2440 
Lisa Hibberd 
Alastair Beardsall 
 
 
Harland Capital+44 (0)20 3051 9306 
Financial adviser to Emerald 
Harry Sutherland 
 
 
 
 
Notes to editors: 
Capitalised terms used but not defined in this announcement have the meanings 
given to them in the scheme circular issued to Emerald Shareholders, dated 7 
September 2009 (the "Circular"). Unless otherwise indicated, all references in 
this announcement to times are to London times. 
 
 
Harland Capital, which is authorised and regulated in the United Kingdom by the 
Financial Services Authority (as an appointed representative to Neutralis Asset 
Management LLP), is acting for Emerald and no-one else in connection with the 
matters described in this announcement and will not be responsible to anyone 
other than Emerald for providing the protections afforded to its clients or for 
providing advice in relation to the contents of this announcement, or for any 
other transaction, arrangement or matters referred to in this announcement. 
 
 
The distribution of this announcement in jurisdictions other than the United 
Kingdom and the Isle of Man may be restricted by law and therefore any persons 
who are subject to the law of any jurisdiction other than the UK and the Isle of 
Man should inform themselves about, and observe, any applicable requirements. 
This announcement has been prepared for the purposes of complying with English 
and Isle of Man 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 of England and the 
Isle of Man. 
 
 
This announcement does not constitute an offer or invitation to sell or purchase 
any securities or the solicitation of an offer to buy any securities pursuant to 
the Acquisition or otherwise. The Acquisition is being made solely by means of 
the Circular and the Forms of Proxy, which contain the full terms and conditions 
of the Acquisition. Emerald Shareholders are advised to read the formal 
documentation in relation to the Acquisition carefully. 
 
 
Neither the content of Sinochem's or Emerald's website (or any other website) 
nor the content of any website accessible from hyperlinks on any such website is 
incorporated into, or forms part of, this announcement. 
 
 
Notice to US investors in Emerald 
The Acquisition relates to the shares of an Isle of Man company, is subject to 
UK and Isle of Man disclosure requirements (which are different from those of 
the US) and is being made by means of a scheme of arrangement provided for under 
the Isle of Man Act. A transaction effected by means of a scheme of arrangement 
is not subject to the tender offer rules under the US Exchange Act. Accordingly, 
the Acquisition is subject to the disclosure requirements and practices 
applicable in the UK and the Isle of Man to schemes of arrangement which differ 
from the disclosure requirements of the US tender offer rules. If Sinochem 
exercises its right to implement the Acquisition by way of a takeover offer, the 
takeover offer will be made in compliance with applicable US laws and 
regulations. 
 
 
The receipt of cash pursuant to the Acquisition by a US holder of Emerald Shares 
as consideration for the transfer of its Emerald Shares pursuant to the 
Acquisition may be a taxable transaction for US federal income tax purposes and 
under applicable US state and local, as well as foreign and other tax laws. Each 
holder of Emerald Shares is urged to consult his independent professional 
adviser immediately regarding the tax consequences of the Acquisition applicable 
to him. 
 
 
It may be difficult for US holders of Emerald Shares to enforce their rights and 
claims arising out of US federal securities laws, since Sinochem and Emerald are 
located in countries other than the United States, and some or all of their 
officers and directors may be residents of countries other than the United 
States. US holders of Emerald Shares may not be able to sue a non-US company or 
its officers or directors in a non-US court for violations of US securities 
laws. Further, it may be difficult to compel a non-US company and its affiliates 
to subject themselves to a US court's judgement. 
 
 
Dealing disclosure requirements 
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, 
"interested" (directly or indirectly) in 1 per cent. or more of any class of 
"relevant securities" of Emerald, all "dealings" in any "relevant securities" of 
Emerald (including by means of an option in respect of, or a derivative 
referenced to, any such "relevant securities") must be publicly disclosed by no 
later than 3.30 p.m. (London time) on the Business Day following the date of the 
relevant transaction. This requirement will continue until the date on which the 
Acquisition becomes effective, lapse or are otherwise withdrawn or on which the 
"offer period" otherwise ends. If two or more persons act together pursuant to 
an agreement or understanding, whether formal or informal, to acquire an 
"interest" in "relevant securities" of Emerald, they will be deemed to be a 
single person for the purpose of Rule 8.3. 
 
 
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant 
securities" of Emerald by Sinochem or Emerald, or by any of their respective 
"associates", must be disclosed by no later than 12.00 noon (London time) on the 
London business day following the date of the relevant transaction. 
 
 
A disclosure table, giving details of the companies in whose "relevant 
securities" "dealings" should be disclosed, and the number of such securities in 
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. 
 
"Interests in securities" arise, in summary, when a person has long economic 
exposure, whether conditional or absolute, to changes in price of securities. In 
particular, a person will be treated as having an "interest" by virtue of the 
ownership or control of securities, or by virtue of any option in respect of, or 
derivative referenced to, securities. 
 
 
Terms in quotation marks are defined in the City Code, which can also be found 
on the Panel's website. If you are in any doubt as to whether or not you are 
required to disclose a "dealing" under Rule 8, you should consult the Panel. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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