TIDMNPE
RNS Number : 2691J
Nautical Petroleum PLC
03 August 2012
Not for release, publication or distribution, in whole or in
part, directly or indirectly, in, into or from any jurisdiction
where to do so would constitute a violation of the relevant laws or
regulations of such jurisdiction.
FOR IMMEDIATE RELEASE 3 August 2012
Recommended Cash Offer (the "Offer")
by
Capricorn Energy Limited ("Capricorn"), a wholly-owned
subsidiary of Cairn Energy PLC ("Cairn")
for
Nautical Petroleum plc ("Nautical" or the "Company")
Scheme of Arrangement sanctioned by Court
Nautical announces that at a hearing held earlier today the High
Court of Justice in England and Wales (the "Court") sanctioned the
Scheme to effect the recommended acquisition of Nautical by
Capricorn.
In order for the Scheme to become effective in accordance with
its terms, the Court must confirm the Capital Reduction at the
Capital Reduction Court Hearing which is scheduled to take place on
7 August 2012.
Dealings in Nautical Shares on the AIM Market of the London
Stock Exchange ("AIM") will be suspended with effect from 7:30 a.m.
on 7 August 2012. It is expected that the Scheme will become
effective on 8 August 2012 and that the cancellation of the
admission to trading of Nautical Shares on AIM will become
effective from 8.00 a.m. on 9 August 2012.
Upon the Scheme becoming effective, holders of Scheme Shares
will be entitled to receive 450 pence for each Scheme Share held by
them at the Scheme Record Time (6.00 p.m. on 6 August 2012).
Subject to the Scheme becoming effective on 8 August 2012,
settlement consideration will be sent to Scheme Shareholders by 22
August 2012.
Except as otherwise defined herein, capitalised terms used but
not defined in this announcement have the same meanings as given to
them in the Scheme Document.
A copy of this announcement will be available on Nautical's
website at www.nauticalpetroleum.com by no later than 12 noon on 6
August 2012.
Nautical Petroleum plc Tel: +44 20 7647 0120
Steve Jenkins, Chief Executive
Paul Jennings, Commercial Director
Will Mathers, Finance Director
Investec (financial adviser, nominated Tel: +44 20 7597 5970
adviser and joint broker to Nautical Petroleum
plc)
Chris Sim
Neil Elliot
RBC Capital Markets (joint broker to Nautical Tel: +44 20 7653 4000
Petroleum plc)
Tim Chapman
Matthew Coakes
Buchanan (public relations adviser to Tel: +44 20 7466 5000
Nautical Petroleum plc)
Tim Thompson
Ben Romney
Helen Chan
Investec Bank Plc ("Investec"), which is authorised and
regulated in the United Kingdom by the Financial Services
Authority, is acting exclusively as financial adviser, nominated
adviser and joint broker to Nautical and no-one else in connection
with the Offer and will not be responsible to anyone other than
Nautical for providing the protections afforded to clients of
Investec nor for providing advice in relation to the Offer or any
other matters referred to herein.
RBC Europe Limited ("RBC Capital Markets"), which is authorised
and regulated in the United Kingdom by the Financial Services
Authority, is acting as joint broker to Nautical and no-one else in
connection with the Offer and will not be responsible to anyone
other than Nautical for providing the protections afforded to
clients of RBC Capital Markets nor for providing advice in relation
to the Offer or any other matters referred to herein.
Overseas jurisdictions
The availability of the Offer in, and the release, publication
or distribution of this announcement in or into, jurisdictions
other than the United Kingdom may be restricted by law. In
particular, as described in the Scheme Document, the Offer will not
be made directly or indirectly into any Restricted Jurisdiction.
Therefore, persons into whose possession this announcement comes
who are not resident in the United Kingdom or who are subject to
the laws of other jurisdictions should inform themselves about, and
observe, any applicable restrictions. Nautical 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 securities laws of any such jurisdiction.
The Offer relates to shares of a company incorporated in the
United Kingdom and is proposed to be effected by means of a scheme
of arrangement under the laws of England and Wales. The scheme of
arrangement will relate to the shares of a company incorporated in
the United Kingdom that is a "foreign private issuer" as defined
under Rule 3b-4 under the US Securities Exchange Act of 1934, as
amended (the "Exchange Act"). A transaction effected by means of a
scheme of arrangement is not subject to proxy solicitation or
tender offer rules under the Exchange Act. Accordingly, the Offer
is subject to the disclosure requirements, rules and practices
applicable in the United Kingdom to schemes of arrangement, which
differ from the requirements of US proxy solicitation and tender
offer rules. Financial information included in the relevant
documentation will have been prepared in accordance with accounting
standards applicable to the United Kingdom that may not be
comparable to the financial statements of companies incorporated in
the United States.
Unless otherwise determined by Capricorn or required by the
Code, and permitted by applicable law and regulation, the Offer
will not be made available, directly or indirectly, in, into or
from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction and no person may vote in favour of the
Offer by any such use, means, instrumentality or form within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction.
Accordingly, copies of this announcement and all documents relating
to the Offer 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 Offer (including
custodians, nominees and trustees) must not mail or otherwise
distribute or send them in, into or from such jurisdictions where
to do so would violate the laws in that jurisdiction.
Any person (including, without limitation, as custodian, nominee
or 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 of the United Kingdom should inform themselves
of, and observe, any applicable legal or regulatory requirements of
their jurisdiction before taking any action.
This announcement has been prepared for the purposes 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 any jurisdiction outside the United Kingdom.
Disclosure requirements
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 p.m. (London time) on the 10th Business Day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (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 an 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 an
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 p.m. (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 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.
If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638
0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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