TIDMFTO
RNS Number : 3275C
Fortune Oil PLC
16 January 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, OR FROM ANY RESTRICTED JURISDICTIONS OR ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
THAT JURISDICTION
For immediate release
16 January 2015
Recommended Acquisition
of
FORTUNE OIL PLC
resulting in the holding by
FORTUNE DYNASTY HOLDINGS LIMITED
(a company that is owned by (i) a member of the
Vitol Group and (ii) First Level Holdings Limited)
of the entire issued and to be issued ordinary share capital
of
Fortune Oil not already held by the Consortium to be effected by
means of a scheme of arrangement under Part 26 of the Companies Act
2006
Posting of Scheme Document
On 18 December 2014, the independent directors of Fortune Oil
plc ("Fortune Oil") and the board of directors of Fortune Dynasty
Holdings Limited ("Fortune Dynasty") announced that they had
reached agreement on the terms of a unanimously recommended offer
to be made by Fortune Dynasty for the entire issued and to be
issued share capital of Fortune Oil (the "Acquisition") not already
held by the Vitol Group and First Level Holdings Limited (together
with Fortune Dynasty, the "Consortium"). As outlined in that
announcement, it is anticipated that the Acquisition is to be
implemented by way of a scheme of arrangement under Part 26 of the
Companies Act (the "Scheme").
Fortune Oil announces that the scheme document relating to the
Acquisition, containing, among other things, the full terms of, and
conditions to, the Scheme and an explanatory statement, together
with the actions to be taken by Fortune Oil Shareholders (the
"Scheme Document"), is today being sent to Fortune Oil
Shareholders, together with the Forms of Proxy for the Court
Meeting and the General Meeting.
Subject to the approval of the Fortune Oil Shareholders, the
sanction of the Court and the satisfaction or waiver of the other
Conditions, it is expected that the Scheme will be implemented in
March 2015. The expected timetable of principal events for the
implementation of the Acquisition is set out at the end of this
announcement. Full details of the Scheme, the Court Meeting and the
General Meeting are set out in the Scheme Document. The Scheme
Document also contains information on Fortune Oil, Fortune Dynasty
and the other members of the Consortium and the terms and
conditions of the Acquisition.
Noticesof the Court Meeting and General Meeting
Notices of the Court Meeting and the General Meeting are set out
in the Scheme Document. The Court Meeting will start at 2.00 p.m.
on 13 February 2015 at the offices of Reed Smith LLP, The Broadgate
Tower, 20 Primrose Street, London EC2A 2RS. The General Meeting
will be held at the same venue at 2.15 p.m. (or as soon thereafter
as the Court Meeting is concluded or adjourned) on 13 February
2015.
Action to be taken
Details of the Meetings to be held and the action to be taken in
respect of the Scheme are set out in the section entitled "Action
to be taken", starting on page 6 of the Scheme Document.
Whether or not they intend to be present at the Meetings, Scheme
Shareholders are urged to complete, sign and return the Form of
Proxy for the Court Meeting and the Form of Proxy for the General
Meeting in accordance with the instructions printed on the
respective forms.
If any Fortune Oil Shareholder has any questions about the
Scheme Document, the Meetings or the completion and return of the
Forms of Proxy or Form of Election, please telephone Capita Asset
Services between 9.00 a.m. and 5.30 p.m., Monday to Friday on 0871
664 0321 from within the UK or +44 (0)20 8639 3399 if calling from
outside the UK. Calls to the 0871 664 0321 number cost 10 pence per
minute (including VAT) plus your service provider's network extras.
Calls to the helpline from outside the UK will be charged at
applicable international rates. Different charges may apply to
calls from mobile telephones and calls may be recorded and randomly
monitored for security and training purposes. The helpline cannot
provide advice on the merits of the Acquisition or give any
financial, legal or tax advice.
It is particularly important that, in relation to the Court
Meeting, as many votes as possible are cast at the Court Meeting so
that the Court may be satisfied that there is a fair and reasonable
representation of Scheme Shareholders' opinions. Scheme
Shareholders are therefore strongly urged to complete and return
the Forms of Proxy as soon as possible.
Timetable
The expected timetable of principal events for the
implementation of the Acquisition is set out at the end of this
announcement. If any of the key dates set out in the timetable
change, Fortune Oil will give notice of this change by issuing an
announcement via a Regulatory Information Service.
Other
Unless otherwise defined, all capitalised terms in this
announcement shall have the meaning given to them in the Scheme
Document. A copy of this announcement and the Scheme Document will
be available free of charge (subject to any applicable restrictions
with respect to persons resident in Restricted Jurisdictions) on
Fortune Oil's website at www.fortune-oil.com and Fortune Dynasty's
website at www.fdynasty.com.
Enquiries:
Standard Chartered Bank:
(Financial Adviser to Fortune Dynasty)
David Harvey-Evers Tel: + 44 (0)20 7885 8888
Fortune Oil:
Frank Attwood Tel: + 44 (0)20 7096 9580
VSA Capital Limited:
(Financial Adviser to Fortune Oil)
Andrew Raca Tel: + 44 (0)20 3005 5000
Justin McKeegan Tel: + 44 (0)20 3005 5000
Fortune Dynasty Financial Adviser
Standard Chartered Bank, who is (i) authorised in the United
Kingdom by the Prudential Regulation Authority, and (ii) regulated
in the United Kingdom by the Financial Conduct Authority and the
Prudential Regulation Authority, is acting for Fortune Dynasty and
for no one else in connection with the matters set out in this
announcement and the Acquisition and will not be responsible to
anyone other than Fortune Dynasty for providing the protections
afforded to clients of Standard Chartered Bank nor for providing
advice in relation to the Acquisition or any matters set out in
this announcement. Neither Standard Chartered Bank 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 Standard Chartered Bank in connection
with this announcement, any statement contained herein or
otherwise.
Fortune Oil Financial Adviser
VSA Capital Limited, who is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser to the Independent Fortune Oil
Directors and no one else in connection with the matters set out in
this announcement and the Acquisition and will not be responsible
to anyone other than Independent Fortune Oil Directors for
providing the protections afforded to clients of VSA Capital
Limited nor for providing advice in relation to the Acquisition or
any matters set out in this announcement. Neither VSA Capital
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 VSA Capital Limited
in connection with the Acquisition.
Important disclaimers (including in relation to securities law
restrictions)
This announcement is 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. The
Acquisition will be made solely through the Scheme Document, which
will contain the full terms and conditions of the Acquisition,
including details of how to vote in respect of the Acquisition. Any
acceptance or other response to the Acquisition should be made only
on the basis of the information contained in the Scheme
Document.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe any applicable requirements. This announcement
has been prepared for the purpose of complying with English law and
the Takeover 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.
No person has been authorised to make any representations on
behalf of Fortune Oil or Fortune Dynasty concerning the Scheme or
the Acquisition which are inconsistent with the statements
contained herein, and any such representations, if made, may not be
relied upon as having been so authorised.
Copies of this announcement and any formal documentation
relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction and persons
receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send
them in or into or from any Restricted Jurisdiction.
Any failure to comply with the applicable restrictions may
constitute a violation of the securities laws of any such
jurisdiction and, to the fullest extent permitted by applicable
law, Fortune Oil and Fortune Dynasty disclaim any responsibility or
liability for the violation of such restrictions by any person.
No person should construe the contents of this announcement as
legal, financial or tax advice and any interested person should
consult its own advisers in connection with such matters.
Right to switch to an Offer
Fortune Dynasty reserves the right to elect (with the consent of
the Takeover Panel) to implement the Acquisition by way of a
Takeover Offer. In the event that the Acquisition is to be
implemented by way of a Takeover Offer, the Fortune Oil Shares
(other than the Fortune Oil Shares already held by the Consortium)
will be acquired pursuant to the Takeover Offer fully paid and free
from all liens, charges, equitable interests, encumbrances and
rights of pre-emption and any other interests of any nature
whatsoever and together with all rights attaching thereto. In this
event, the Acquisition would be implemented on substantially the
same terms as those which would apply to the Scheme (subject to
appropriate amendments). The acceptance condition would be set at
90 per cent. of the shares to which such offer relates (or such
lesser percentage (being more than 50 per cent.) as Fortune Dynasty
may decide with the consent of the Takeover Panel).
Overseas Fortune Oil Shareholders
The availability of the offer or the distribution of this
announcement to Fortune Oil Shareholders who are not resident or
ordinarily resident in the United Kingdom may be affected by the
laws of the relevant jurisdictions in which they are located or of
which they are citizens. Such persons should inform themselves of,
and observe, any applicable legal or regulatory requirements of
their jurisdictions. Fortune Oil Shareholders who are in any doubt
regarding such matters should consult an appropriate independent
professional adviser in the relevant jurisdiction without
delay.
Notice to US investors in Fortune Oil
The Acquisition relates to the shares of an English company that
is a foreign private issuer (as defined under Rule 3b-4 under the
Exchange Act) and is being made by means of a scheme of arrangement
provided for under English law. Pursuant to Section 3(a)(10) of the
US Securities Act, a transaction effected by means of a scheme of
arrangement is not subject to the tender offer rules or the proxy
solicitation rules under the Exchange Act. Accordingly, the
Acquisition is subject to the disclosure requirements and practices
applicable in the United Kingdom to schemes of arrangement,
including the Takeover Code, which differ from the disclosure
requirements of United States tender offer and proxy solicitation
rules. Except where expressly stated otherwise, financial
information included in the Scheme Document has been or will have
been prepared in accordance with accounting standards applicable in
the United Kingdom that may not be comparable to financial
information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting
principles in the United States. If, in the future, Fortune Dynasty
exercises the right to implement the Acquisition by way of a
Takeover Offer, such Offer will be made in compliance with
applicable laws and regulations including US securities laws to the
extent applicable or the exceptions therefrom.
CVRs will not be, and are not required to be, registered with
the SEC under the US Securities Act, and will be transferred in
reliance upon the exemption from registration provided by Section
3(a)(10) thereof. CVRs will not be registered under the securities
laws of any state of the United States, and will be transferred to
Fortune Oil Shareholders in the United States pursuant to the
Scheme in reliance on available exemptions from such state law
registration requirements.
No registration statement will be filed with the SEC or any
state securities regulators in the US in connection with the
Acquisition and the Loan Notes to be issued pursuant to the terms
of the Class I CVRs will not be registered under the US Securities
Act. Accordingly, the Class I CVRs and the related Loan Notes are
not being, and unless permitted by applicable laws and regulations
may not be, offered, sold, re-sold, delivered or transferred,
directly or indirectly, in or into the United States or to a US
Person.
It may not be possible for US Holders of Fortune Oil Shares to
enforce their rights and claims arising out of the US federal
securities laws. Fortune Oil is registered and organised under the
laws of England and Wales. The officers and directors of Fortune
Oil are residents of countries other than the United States and
substantially all of the assets of Fortune Oil and its officers and
directors are located outside of the United States. It may not be
possible to sue Fortune Oil in a non-US court for violations of US
securities laws. It may be difficult to compel Fortune Oil and its
respective Affiliates to subject themselves to the jurisdiction and
judgment of a US court.
Neither the SEC, nor any US state securities commission or any
other regulatory authority, has passed upon, or endorsed the merits
of, or approved or disapproved of the CVRs or the Loan Notes to be
issued in connection with the Acquisition, or determined if the
Scheme Document is accurate or adequate. Any representation to the
contrary is a criminal offence in the US.
The receipt of cash pursuant to the Acquisition by a US Holder
as consideration for its Fortune Oil Shares pursuant to the Scheme
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 Scheme Shareholder is urged to consult his independent
professional adviser immediately regarding the tax consequences of
the Acquisition applicable to him.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 per cent. or more of any class of relevant
securities of an offeree company or of any securities exchange
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 securities exchange 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 securities exchange 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 p.m. on the 10th business day following
the commencement of the offer period and, if appropriate, by no
later than 3.30 p.m. on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange 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 securities exchange 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 p.m. 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
securities exchange 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 Takeover 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.
Expected Timetable of Principal Events
The following timetable sets out the expected dates for
implementation of the Acquisition (some of which are
indicative):
Time and Date
Latest time for lodging blue Forms 2.00 p.m. on 11 February 2015
of Proxy for the First Court Meeting(1)
Latest time for lodging yellow 2.15 p.m. on 11 February 2015
Forms of Proxy for the General
Meeting(1)
Voting Record Time for the Court 6.00 p.m. on 11 February 2015
Meeting(2) and General Meeting
Court Meeting 2.00 p.m. on 13 February 2015
General Meeting(3) 2.15 p.m. on 13 February 2015
Latest time for lodging white 1.00 p.m. on 2 March 2015
Form of Election and settlement
of TTE Instruction
Last day in dealings in, for registration 5.00 p.m. on 3 March 2015
of transfers of, and disablement
in CREST of, Fortune Oil Shares(4)
Scheme Court Hearing (to sanction 4 March 2015
the Scheme)(4)
Reorganisation Record Time(4) 5.30 p.m. on 5 March 2015
Scheme Record Time(4) 6.00 p.m. on 5 March 2015
Reduction Court Hearing (to confirm 6 March 2015
the Capital Reduction) (4)
Effective Date(4) 9 March 2015
Cancellation of listing of Fortune 8.00 a.m. on 9 March 2015
Oil Shares(4)
Latest date for payment of the 23 March 2015
Cash Consideration(4) by CREST
for uncertificated holders and
cheques for certificated holders
Long Stop Date 31 May 2015
(1) The blue Forms of Proxy for the Court Meeting may also be
handed to Fortune Oil's registrars, Capita Asset Services, on
behalf of the Chairman at the Court Meeting before the taking of
the poll. However, the yellow Forms of Proxy for the General
Meeting must be lodged by 2.15 p.m. on 11 February 2015 in order to
be valid (or, in the case of an adjournment, not later than 48
hours before the time fixed for the holding of the adjourned
General Meeting). The Court Meeting and the General Meeting will be
held at the offices of Reed Smith LLP at The Broadgate Tower, 20
Primrose Street, London EC2A 2RS.
(2) If the Court Meeting is adjourned, the Voting Record Time
for the adjourned Court Meeting will be 6.00 p.m. on the date two
days before the date set for the adjourned Court Meeting.
(3) In the event that the Court Meeting concludes after 2.15
p.m. on 13 February 2015, the General Meeting will follow as soon
as possible thereafter.
(4) These dates and times are indicative only and will depend,
among other things, on the dates on which the Court sanctions the
Scheme and confirms the associated Capital Reduction and whether
the Conditions are either satisfied or, where applicable, waived.
If any of the expected dates change, Fortune Oil will give notice
of the change by issuing an announcement through a Regulatory
Information Service.
Unless otherwise stated, all references to times are to London
time.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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