Statement re GME
17 11월 2007 - 1:45AM
UK Regulatory
RNS Number:9333H
Fairfax I.S. PLC
16 November 2007
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES
RECOMMENDED CASH OFFER
FOR
GLOBAL MARINE ENERGY plc ("GME")
BY
EMER INTERNATIONAL GROUP LIMITED ("EMER")
On 19 October 2007 EMER announced a recommended offer for GME. On 6 November
EMER further announced that its offer had been increased to 16p for each GME
share ("the EMER offer"). The EMER offer is conditional inter alia on the
approval of EMER shareholders at a General Meeting of EMER to be convened for
that purpose ("the EMER EGM"). EMER has received irrevocable undertakings to
vote in favour of all resolutions necessary to effect the acquisition of GME
from holders of EMER shares representing more than 50% of the current issued
share capital of EMER.
Under the City Code on Takeovers and Mergers, EMER's offer document was required
to be posted by no later than today, 16 November 2007, being 28 days from EMER's
announcement of a recommended offer for GME. Given the particular requirements
of the Hong Kong listing rules, it has not been possible to date fully to
clarify the time needed to produce the circular concerning the GME acquisition
required by the Hong Kong Exchange in order to convene the EMER EGM. EMER has
applied to the Exchange for certain waivers to facilitate this. In the absence
of any such waivers, the current expectation is that the EMER EGM could be held
by early March 2008.
Against this background, EMER has, with the agreement of GME and the consent of
the Takeover Panel, decided to delay the posting of its offer document until
nearer the date on which the requisite meeting of EMER to approve the GME
acquisition will be held. EMER remains fully committed to the EMER offer.
Prior to the announcement of EMER's increased offer, Gartmore Investments
Limited ("Gartmore") gave an irrevocable undertaking to accept the EMER offer in
respect of its entire holding of GME shares, which is now 20,992,498 shares
representing 28.7% of GME's issued share capital. Gartmore has agreed to amend
the terms of this irrevocable to remove the condition providing that the
undertaking would lapse if the offer is not made by 21 November, 2007. The
undertaking will however lapse (i) if the EMER Offer is withdrawn under Rule 2.7
of the Takeover Code with the consent of the Panel on Takeovers and Mergers or
(ii) if, after the offer document is posted but prior to Gartmore's acceptance
of the Offer, the EMER Offer lapses or becomes incapable of becoming wholly
unconditional.
A further announcement will be made as soon as EMER is in a position to inform
GME shareholders of the date on which the offer document will be posted.
Contact:
Fairfax I.S. PLC (advisors to EMER)
Omar Bayoumi /Simon Stevens: +44 (0)20 7598 5368
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 proposed Offer and is not acting for
any other person in relation to the proposed 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 proposed Offer, the
contents of this announcement or any offer or arrangement referred in this
announcement.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the 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 following the date of the relevant
transaction. This requirement will continue until the date on which the 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 Code.
Under the provisions of Rule 8.1 of the 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 noon (London time) on the 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 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 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 Code, you should consult the Panel.
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 Offer or otherwise.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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