Update on offer for Imperial Energy
16 1월 2009 - 1:20AM
UK Regulatory
TIDMIEC
RNS Number : 7194L
ONGC Videsh Ltd
15 January 2009
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 IN THAT JURISDICTION
15 January 2009
RECOMMENDED CASH OFFER
FOR
Imperial Energy Corporation PLC ("Imperial Energy")
BY
Jarpeno Limited ("Jarpeno")
a wholly owned subsidiary of ONGC Videsh Limited
("OVL")
COMPULSORY ACQUISITION OF IMPERIAL ENERGY SHARES AND CLOSING OF SHARE OFFER
On 26 August 2008, OVL and Imperial Energy announced the terms of a recommended
pre-conditional cash offer to be made by Jarpeno for the entire issued and to be
issued ordinary share capital of Imperial Energy (the "Share Offer"). On 11
November 2008, OVL announced that both of the pre-conditions to the Share Offer
had been satisfied. The full terms and conditions of the Share Offer are set out
in an offer document issued by Jarpeno on 9 December 2008 (the "Offer
Document").
On 31 December OVL announced that the Share Offer was declared wholly
unconditional.
Jarpeno has received acceptances under the Share Offer in respect of more than
90 per cent of the Imperial Energy Shares to which the Share Offer
relates. Further to its announcement on 31 December 2008 regarding its intention
to implement the compulsory acquisition procedure under Chapter 3 of Part 28 of
the Companies Act 2006 (the "Act"), as set out in the Offer Document.
Jarpeno announces the despatch today of formal notices under sections 979 and
980 of the Act to Imperial Energy Shareholders who have not yet accepted the
Share Offer. The notices set out Jarpeno's intention to apply the provisions of
section 979 of the Act to acquire compulsorily all outstanding Imperial Energy
Shares on the same terms as the Share Offer. The transfer of Imperial Energy
Shares in accordance with the compulsory acquisition notices will take place on
26 February 2009, being six weeks from the date of the compulsory acquisition
notice.
Further acceptances
The Share Offer will remain open for acceptance until 1.00 p.m. on 9 March 2009.
Imperial Energy Shareholders who wish to accept the Share Offer and who have not
done so and hold their shares in certificated form, should return their
completed Acceptance Form along with their share certificate(s) to arrive no
later than 1.00 p.m. on 9 March 2009 to Capita Registrars, Corporate Actions,
The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.
Imperial Energy Shareholders who wish to accept the Share Offer and who have not
done so and hold their shares in uncertificated form (i.e. in CREST) should
refer to the instructions set out in paragraph 15.2 of Part II of the Offer
Document relating to the actions to be taken to accept the Share Offer.
Imperial Energy Shareholders who have any questions in relation to how they may
accept the Share Offer are requested to contact the Capita Registrars' helpline
on 0871 664 0321 (or +44 20 8639 3399 if calling from outside the UK) between
9.00 am and 5.30 pm (London time) on any Business Day. Calls to the 0871 664
0321 number cost 10 pence per minute plus your local service provider's network
extras. Additional Acceptance Forms are available from Capita Registrars at the
address set out above.
Settlement
Settlement of the consideration to which any accepting Imperial Energy
Shareholder is entitled in relation to valid acceptances received will be made
within 14 calendar days of receipt of such acceptance.
Enquiries
+-------------------------------------+-------------------------------------+
| ONGC Videsh Limited | +91 11 2371 3790 |
| R.S. Butola | |
+-------------------------------------+-------------------------------------+
| Deutsche Bank (Financial Adviser | +44 (0) 20 7545 8000 |
| and Corporate Broker to Jarpeno and | |
| OVL) | |
| Rick Henry | |
| Omar Faruqui | |
| Martin Pengelley (Corporate | |
| Broking) | |
+-------------------------------------+-------------------------------------+
| Collage Hill (PR Adviser to OVL) | +44 (0) 20 7457 2020 |
| Tony Friend | |
| Paddy Blewer | |
+-------------------------------------+-------------------------------------+
Terms defined in the Offer Document have the same meaning when used herein.
Deutsche Bank AG is authorised under German Banking Law (competent authority:
BaFin - Federal Financial Supervisory Authority) and authorised and subject to
limited regulation by the Financial Services Authority. Details about the extent
of Deutsche Bank AG's authorisation and regulation by the Financial Services
Authority are available on request. Deutsche Bank AG is acting exclusively for
Jarpeno and OVL and no-one else in connection with the Offers and will not be
responsible to anyone other than Jarpeno or OVL for providing the protections
afforded to the clients of Deutsche Bank AG nor for providing advice in relation
to the Offers or any other matter referred to herein.
This announcement is for informational purposes only and does not constitute an
offer to sell or an invitation to purchase any securities or the solicitation of
an offer to buy any securities or the solicitation of an offer to buy any
securities, pursuant to the Offers or otherwise. The Offers have been made
solely by means of the Offer Document and the Acceptance Form accompanying the
Offer Document, which contains the full terms and conditions of the Offers,
including details of how the Offers may be accepted.
This announcement has been prepared for the purpose of complying with English
law and the City 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. The
release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law. Persons who are not resident in the
United Kingdom or who are subject to other jurisdictions should inform
themselves of, and observe, any applicable requirements.
Unless otherwise determined by Jarpeno or OVL or required by the City Code, and
permitted by applicable law and regulation, the Offers are not made, directly or
indirectly, in, into or from the Restricted Jurisdiction where to do so would
violate the laws in that jurisdiction, and the Offers are not capable of
acceptance from or within a Restricted Jurisdiction. Accordingly, copies of this
announcement and all documents relating to the Offers (including custodians,
nominees and trustees) must not mail or otherwise distribute or send them in,
into or from such jurisdictions as doing so may invalidate any purported
acceptance of the Offers.
The availability of the Share Offer to Imperial Energy Shareholders and the
Convertible Bond Offer to Imperial Energy Convertible Bondholders who are not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are resident. Persons who are not resident in the
United Kingdom should inform themselves of, and observe, any applicable
requirements.
The Offers are subject to the applicable requirements of the City Code, the
Panel, the London Stock Exchange and the Financial Services Authority.
If you are a resident of the United States, please read the following:
In accordance with normal UK market practice, Jarpeno or OVL, or their nominees,
or their brokers (acting as agents) may from time to time make certain purchases
of, or arrangements to purchase, Imperial Energy Shares, other than pursuant to
the Share Offer, before or during the period in which the Share Offer remains
open for acceptance. 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 United
Kingdom.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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