LONDON--(Marketwired - Apr 18, 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
Kevin Lyon, Non-Executive Chairman +44(0)1483 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)
Ian Hart +44(0)20 7425 8000
Andrew Foster
Brunswick Group (Public Relations Adviser to Valiant)
Patrick Handley +44(0)20 7404 5959
Oriel Securities Limited (Nominated Adviser and Joint
Broker to Valiant)
Michael Shaw +44(0)20 7710 7600
Gareth Price
Jefferies International Limited (Joint Broker to
Valiant)
Chris Zeal +44(0)20 7029 8000
Graham Hertrich
Ithaca
Iain McKendrick, Chief Executive Officer +44(0)1224 650 261
Graham Forbes, Chief Financial Officer +44(0)1224 652 151
Cenkos Securities plc (Financial Adviser, Nominated Adviser and Broker
to Ithaca)
Jon Fitzpatrick +44(0)207 397 8900
Neil McDonald +44(0)131 220 6939
Joe Nally (Corporate Broking) +44(0)207 397 8900
FTI Consulting (Public Relations Adviser to Ithaca)
Billy Clegg +44(0)207 269 7157
Edward Westropp +44(0)207 269 7230
Georgia Mann +44(0)207 269 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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