Results of Court Meeting and General Meeting
11 8월 2009 - 2:02AM
UK Regulatory
TIDMGPC
RNS Number : 2016X
Genesis Petroleum Corporation PLC
10 August 2009
Not for release, publication or distribution, in whole or in part, in or into or
from any jurisdiction where to do so would constitute a violation of the
relevant laws or regulations of such jurisdiction.
10 August 2009
Recommended cash acquisition by
Bayerngas Norge AS
of
Genesis Petroleum Corporation plc
Results of Court Meeting and General Meeting
Genesis Petroleum Corporation plc ("Genesis") announces that at the meeting
convened by the Court and held earlier today, 10 August 2009 (the "Court
Meeting"), and at the subsequent General Meeting (the "General Meeting") both to
approve the scheme of arrangement (the "Scheme") required to implement the
acquisition by Bayerngas Norge AS ("Bayerngas") of Genesis (the "Proposal"), all
of the resolutions received the necessary majorities and were accordingly
approved.
As noted in the shareholder circular relating to the Scheme dated 17 July 2009
(the "Scheme Document"), Genesis determined that, for the purposes of the
resolution proposed at the Court Meeting, there would be two classes of Scheme
shareholder, the Voting Scheme Shareholders (as defined in the Scheme Document)
and PGS Overseas AS ("PGS"). PGS is the sole member of its class of Scheme
shareholder and had provided its irrevocable consent to, and approval of, the
resolution proposed at the Court Meeting and the Scheme.
Voting results
The voting results in relation to the Court Meeting and the General Meeting are
summarised below:
COURT MEETING
Number of Voting Scheme Shareholders: FOR: 57 (71.25 %), AGAINST: 23 (28.75 %)
representing the following number of shares voted: FOR: 87,849,001 (99.70 %),
AGAINST: 267,775 (0.30 %)
representing the following percentage of Scheme Shares held by Voting Scheme
Shareholders: FOR: 73.53 %, AGAINST: 0.22 %
GENERAL MEETING
Number of Genesis Shareholders: FOR: 59 (75.64 %), AGAINST: 19 (24.36 %)
representing the following number of shares voted: FOR: 134,865,039 (99.85 %),
AGAINST: 202,207 (0.15 %)
representing the following percentage of Genesis Shares: FOR: 79.58 %, AGAINST:
0.12 %
The Court Hearing of Genesis's petition to sanction the Scheme is expected to
take place on 1 September 2009, as set out in the Scheme Document. The
cancellation of admission of Genesis Shares to trading on AIM will take place on
the Scheme Effective Date, which is expected to be 2 September 2009, as set out
in the Scheme Document.
However, the Proposal remains subject to the terms and conditions set out in the
Scheme Document. The Scheme will not become effective and the Proposal will not
be completed unless the conditions set out in the Scheme Document have been
satisfied (or, if capable of waiver, waived) by not later than 17 December 2009,
or such later date as Bayerngas and Genesis may agree and (if required) the
Court may approve.
Enquiries
+---------------------------------------------------------------------------+----------------------------------------+
| Genesis Petroleum Corporation plc | +44 (0)1959 567450 |
+---------------------------------------------------------------------------+----------------------------------------+
| Gerry Harrison, Chairman and Chief Executive Officer | |
+---------------------------------------------------------------------------+----------------------------------------+
| | |
+---------------------------------------------------------------------------+----------------------------------------+
| Thomas Weisel Partners (Financial Adviser to Genesis) | +44 (0)20 7877 4300 |
+---------------------------------------------------------------------------+----------------------------------------+
| Paul Newman | |
+---------------------------------------------------------------------------+----------------------------------------+
| | |
+---------------------------------------------------------------------------+----------------------------------------+
| Jefferies International Limited (Nominated Adviser and Broker to Genesis) | +44 (0)20 7029 8000 |
+---------------------------------------------------------------------------+----------------------------------------+
| Jack Pryde | |
+---------------------------------------------------------------------------+----------------------------------------+
| Schuyler Evans | |
+---------------------------------------------------------------------------+----------------------------------------+
| | |
+---------------------------------------------------------------------------+----------------------------------------+
| Bayerngas Norge AS | +47 22 52 99 00 |
+---------------------------------------------------------------------------+----------------------------------------+
| Arne Westeng, Managing Director | |
+---------------------------------------------------------------------------+----------------------------------------+
| | |
+---------------------------------------------------------------------------+----------------------------------------+
| Deloitte Corporate Finance (Financial Adviser to Bayerngas) | +44 (0)20 7936 3000 |
+---------------------------------------------------------------------------+----------------------------------------+
| Jonathan Hinton | |
+---------------------------------------------------------------------------+----------------------------------------+
| Léonie Grimes | |
+---------------------------------------------------------------------------+----------------------------------------+
The Genesis Directors accept responsibility for the information contained in
this announcement. To the best of the knowledge and belief of the Genesis
Directors (who have taken all reasonable care to ensure that such is the case),
the information contained in this announcement is in accordance with the facts
and does not omit anything likely to affect the import of such information.
This announcement does not constitute an offer to sell or subscribe for or an
invitation to purchase or subscribe for any securities or the solicitation of
any vote or approval in any jurisdiction, nor shall there be any sale, issuance
or transfer of the securities referred to in this announcement in any
jurisdiction in contravention of applicable law or regulation. The Proposal will
be made solely by means of the Scheme Document which will contain the full terms
and conditions of the Scheme.
Thomas Weisel Partners, which is authorised and regulated in the United Kingdom
by the FSA, is acting exclusively for Genesis and no-one else in connection with
the Proposal. Thomas Weisel Partners is not acting for, and will not be
responsible to anyone other than Genesis for providing the protections afforded
to clients of Thomas Weisel Partners International Limited nor for providing
advice in relation to the Proposal or any other matter referred to in this
announcement.
Deloitte Corporate Finance is acting exclusively for Bayerngas and no-one else
in connection with the Proposal. Deloitte Corporate Finance is not acting for,
and will not be responsible to, anyone other than Bayerngas for providing the
protections afforded to clients of Deloitte Corporate Finance nor for providing
advice in relation to the Proposal or any matter referred to in this
announcement. Deloitte Corporate Finance is a division of Deloitte LLP, which is
authorised and regulated by the Financial Services Authority in respect of
regulated activities.
The availability of the Proposal to Genesis Shareholders who are not resident in
the United Kingdom may be affected by the laws or regulations of the relevant
jurisdictions in which they are located. Persons who are not resident in the
United Kingdom should inform themselves about, and observe, applicable legal or
regulatory requirements of their jurisdiction.
Although the Company is incorporated in England, the Panel has determined that
the place of central management and control of the Company is currently located
outside of the UK, the Channel Islands and the Isle of Man. Accordingly, as the
Company is not one to which paragraph 3(a)(ii) of the City Code applies, the
Panel has confirmed that the Company is not subject to the City Code and Genesis
Shareholders will not be afforded any protection under the City Code. If
circumstances change, which could result in the Company being subject to the
City Code, the Company will consult with the Panel. If the Panel determines
that, as a result of such changes, the City Code becomes applicable to the
Company, an announcement will be made.
Words and expressions defined in the Scheme Document shall, unless the context
provides otherwise, have the same meanings in this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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