RNS Number:0896H
Fairfax I.S. PLC
06 November 2007
RNS Number:
Global Marine Energy plc
6th November 2007
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM AUSTRALIA, CANADA, JAPAN, THE UNITED STATES, OR ANY OTHER JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE LAWS OF THE RELEVANT
JURISDICTION
FOR IMMEDIATE RELEASE
INCREASED RECOMMENDED CASH OFFER OF 16 PENCE
FOR
GLOBAL MARINE ENERGY PLC
BY
EMER INTERNATIONAL GROUP LIMITED
Summary
On the 19th October the Board of EMER International Group Limited ("EMER")
announced the terms of a recommended cash offer to be made by EMER for Global
Marine Energy plc ("GME") (the "Original Offer").
Today the Board of EMER is pleased to announce the terms of an increased
recommended cash offer to be made by EMER for GME (the "Increased Offer") of
16.0 pence (the "Increased Offer Price") for each GME Share, valuing the fully
diluted ordinary share capital of GME at approximately #11.6 million.
The Increased Offer is subject to the conditions and further terms set out in
the announcement released on 19 October 2007 setting out details of the Original
Offer 1 (the "Original Offer Announcement"). These include a Special Condition
which is: the passing by GME Shareholders at the general meeting convened for
9th November, 2007 of resolutions required to enable the Spring Capital Bridge
Facility to become available subject to satisfaction or waiver of its Conditions
Precedent. This Special Condition can be waived by EMER at any time in whole or
in part at EMER's absolute discretion. Further details of the Spring Capital
Bridge Facility are set out in the Original Offer Announcement.
EMER has received irrevocable undertakings from Gartmore Investment Limited in
respect of 15,992,498 Ordinary Shares, representing 22.12 per cent. of the
issued ordinary share capital of GME, to vote in favour of the resolutions
required to enable the Spring Capital Bridge Facility to become available; and
to accept the Increased Offer when made.
1. The Increased Offer
The Increased Offer, which will be subject to the conditions and further terms
set out in the Original Offer Announcement and to be set out in the Offer
Document, will be made on the following basis:
16.0 pence in cash for each GME Share
The Increased Offer Price represents a premium of 77.8 per cent. over the
Closing Price of a GME Share of 9.0 pence on 27 September 2007 (the last dealing
day before GME announced the Proposed Reverse Takeover and the GME Shares were
suspended from trading on AIM).
2. Financing of the Increased Offer
The consideration payable to GME shareholders under the terms of the Increased
Offer will be in cash and will be provided out of EMER's existing cash
resources. Fairfax, which is acting as financial adviser to EMER, is satisfied
that EMER has sufficient resources available to satisfy in full the cash
consideration payable to GME Shareholders under the terms of the Increased
Offer.
3. General
Further details of the Increased Offer will be set out in the Offer Document,
which is expected to be posted to GME Shareholders as soon as practicable. Terms
defined in the Original Offer Announcement shall have the same meaning when used
in this announcement.
Enquiries:
EMER International Group Limited Morgan Zhang
+1-713-983-1818
Fairfax I.S. PLC Simon Stevens / Omar Bayoumi
(Financial adviser to EMER) 020 7598 5368
Global Marine Energy plc Brent Fitzpatrick
01274 531 862
Noble & Company Limited Matthew Hall / JohnLlewellyn-Lloyd
(Financial adviser to GME) 020 7763 2200
Fairfax I.S. PLC, which is authorised and regulated in the United Kingdom by the
Financial Services Authority for investment business, is acting exclusively for
EMER and for no-one else in relation to the Increased Offer and is not acting
for any other person in relation to the Increased Offer. Fairfax will not be
responsible to anyone other than EMER for providing the protections afforded to
its clients or for providing advice in relation to the Increased Offer, the
contents of this announcement or any offer or arrangement referred to in this
announcement.
Noble & Company Limited, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for GME and for no
one else in connection with the Increased Offer and is not acting for any other
person in relation to the Increased Offer. Noble will not be responsible to
anyone other than GME for providing the protections afforded to its clients or
for providing advice in relation to the Increased Offer, the contents of this
announcement (including the summary) or any matter referred to herein.
This announcement is not intended to and does not constitute, or form any part
of, an offer or an invitation to purchase or sell any securities or the
solicitation of an offer to purchase any securities in any jurisdiction pursuant
to the Increased Offer or otherwise. The Increased Offer would be made solely
through the Increased Offer Document and, in the case of GME Shares held in
certificated form, the Form of Acceptance, and will be notified to any GME
Shareholders to whom the Increased Offer Document and, if applicable, the Form
of Acceptance is not communicated by means of an advertisement to be placed in
the London Gazette. Such documents will be despatched to GME Shareholders (and,
for information only, to GME Optionholders) and such advertisement will be
placed as soon as reasonably practicable following satisfaction of the Special
Condition. The Increased Offer Document and, in the case of GME Shares held in
certificated form, the Form of Acceptance, will together contain the full terms
and conditions of the Increased Offer, including details of how to accept the
Increased Offer. Any acceptance or other response to the Increased Offer should
be made only on the basis of the information contained in the Increased Offer
Document and, in the case of GME Shares held in certificated form, the Form of
Acceptance.
The laws of relevant jurisdictions may affect the availability of the Increased
Offer to Overseas Shareholders. Overseas Shareholders, or persons who are
subject to the laws of any jurisdiction other than the United Kingdom, should
inform themselves about and observe any applicable legal and regulatory
requirements. Further details in relation to Overseas Shareholders will be
contained in the Increased Offer document.
Unless otherwise determined by EMER and permitted by Law, the Increased Offer
will not be made, directly or indirectly, in or into the United States or by use
of the mails of, or by any means or instrumentality (including, without
limitation, facsimile, internet, email or other electronic transmission, telex
or telephone) of interstate or foreign commerce of, or any facility of a
national, state or other securities exchange of, the United States, nor will it
be made directly or indirectly in or into Canada, Australia or Japan, and the
Increased Offer will not be capable of acceptance by any such use, means,
instrumentality or facility or from within the United States, Canada, Australia
or Japan. Accordingly, copies of this announcement are not being, will not be
and must not be, directly or indirectly, mailed or otherwise forwarded,
transmitted, distributed or sent in, into or from the United States, Canada,
Australia or Japan, and persons receiving this announcement (including, without
limitation, custodians, nominees and trustees) must not mail, forward,
distribute or send it in, into or from the United States, Canada, Australia or
Japan. Doing so may render invalid any purported acceptance of the Increased
Offer. Any persons (including custodians, nominees and trustees) who would, or
otherwise intend to, or may have a contractual or legal obligation to, mail or
otherwise forward, transmit, distribute or send this announcement, the Increased
Offer Document, the Form of Acceptance or any related document outside the
United Kingdom should seek appropriate advice before doing so. Further details
in relation to Overseas Shareholders will be contained in the Increased Offer
Document.
Cautionary statement regarding forward-looking statements
This announcement contains statements about EMER and GME (and their respective
groups and/or subsidiary undertakings) that are or may be forward-looking
statements. All statements other than statements of historical facts included in
this announcement may be forward-looking statements. Without limitation, any
statements preceded or followed by or that include the words "targets", "plans",
"believes", "expects", "aims", "intends", "will", "may", "anticipates",
"estimates", "projects" or words or terms of similar substance or the negative
thereof are forward-looking statements. Forward-looking statements include
statements relating to the following: (i) future capital expenditures, expenses,
revenues, earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of EMER or GME's operations
and potential synergies resulting from the Increased Offer; and (iii) the
effects of government regulation on EMER or GME.
These forward-looking statements are not guarantees of future performance. They
have not been reviewed by the auditors of EMER or of GME. These forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of any such
person, or industry results, to be materially different from any results,
performance or achievements expressed or implied by such forward-looking
statements. These forward-looking statements are based on numerous assumptions
regarding the present and future business strategies of such persons and the
environment in which each will operate in the future. You are cautioned not to
place undue reliance on any forward-looking statement, which speak only as of
the date they were made. All subsequent oral or written forward-looking
statements attributable to EMER, GME or any members of their respective groups
or any persons acting on their behalf are expressly qualified in their entirety
by the cautionary statement above. All forward-looking statements included in
this announcement are based on information available on the date hereof.
Investors should not place undue reliance on such forward-looking statements,
and neither EMER nor GME undertakes any obligation other than as may be required
by Law to publicly update or revise any forward-looking statements.
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 one per cent. or more of any class of
"relevant securities" of GME, all "dealings" in any "relevant securities" of GME
(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 in London following the date of the
relevant transaction. This requirement will continue until the date on which the
Increased Offer becomes, or is declared, unconditional as to acceptance, lapses
or is 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 GME
they will be deemed to be a single person for the purpose of Rule 8.3 of the
City Code.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of GME by EMER or GME or by any of their respective "associates"
must be disclosed by no later than 12:00 noon (London time) on the business day
in London 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 the 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 in the preceding paragraphs under the heading "Dealing
disclosure requirements" 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 of the City Code, you should
consult the Panel.
BASES AND SOURCES
In this announcement:
(a) the value placed by the Increased Offer on the fully diluted
GME Shares is based on 72,293,702 GME Shares being issued on a fully diluted
basis;
(b) the Closing Prices of GME Shares referred to in this
announcement are the closing middle-market price derived from the AIM appendix
to the Daily Official List of the London Stock Exchange;
(c) unless otherwise stated, the financial information relating
to EMER and GME is extracted from the consolidated financial statements of EMER
and GME for the relevant period.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFBEAPFKEEAXFEE
Global Marine Energy (LSE:GME)
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