TIDMLHD TIDMPMG
RNS Number : 1321H
Lochard Energy Group PLC
17 June 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 OF SUCH
JURISDICTION
17 June 2013
Lochard Energy Group PLC
Recommended all-share offer for Lochard Energy Group PLC
by The Parkmead Group plc
(to be implemented by way of a scheme of arrangement under Part
26 of the Companies Act 2006)
Posting of Scheme Document
On 23 May 2013, the boards of Lochard Energy Group PLC
("Lochard" or the "Company") and The Parkmead Group plc
("Parkmead") announced that they had reached agreement on the terms
of a recommended all-share offer by Parkmead for Lochard, to be
effected by means of a Court-sanctioned scheme of arrangement under
Part 26 of the Companies Act 2006 (the "Scheme"), pursuant to which
Parkmead will acquire the entire issued and to be issued ordinary
share capital of Lochard (the "Acquisition").
Lochard is today posting a circular to Lochard shareholders in
connection with the Acquisition (the "Scheme Document") containing,
amongst other things, the full terms and conditions of the Scheme,
an explanatory statement pursuant to section 897 of the Companies
Act 2006, an expected timetable of principal events and details of
the actions to be taken by Lochard shareholders.
As described in the Scheme Document, to become effective, the
Scheme will require, amongst other things, the approval of the
Lochard shareholders at the Court Meeting and will require the
passing of a special resolution at the General Meeting. Both the
Court Meeting and the General Meeting will be held at Eversheds
LLP, One Wood Street, London EC2V 7WS on 11 July 2013, with the
Court Meeting to commence at 10.00 a.m. and the General Meeting to
commence at 10.15 a.m. (or, if later, as soon as the Court Meeting
has been concluded or adjourned). Notices of the Court Meeting and
the General Meeting are set out in the Scheme Document.
The expected timetable of key events is as follows:
Event Time and/or date
Latest time for receipt of Forms
of Proxy for:
Court Meeting (blue form) 10.00 a.m. on 9 July 2013(1)
General Meeting (white form) 10.15 a.m. on 9 July 2013(1)
Voting Record Time 6.00 p.m. on 9 July 2013(2)
Court Meeting 10.00 a.m. on 11 July 2013
General Meeting 10.15 a.m. on 11 July 2013(3)
Last day of dealings in, and for 24 July 2013(4)
registration of transfers
and disablement in CREST of, Lochard
Energy Shares
Court Hearing (to sanction the 25 July 2013
Scheme and confirm the Capital
Reduction)
Effective Date of the Scheme 25 July 2013(4)
Cancellation of admission to trading 7.00 a.m. on 26 July 2013(4)
on AIM of, and cessation of dealings
in, Lochard Energy Shares
New Parkmead Ordinary Shares to 26 July 2013(4)
be issued
Long-stop date, being the date by 31 October 2013
which the Scheme must be implemented
(1) If the blue Form of Proxy for the Court Meeting is not
received by Lochard Energy's Registrars, Computershare, by 10.00
a.m. on 9 July 2013, it may be handed to the Chairman at the Court
Meeting at any time before the taking of the poll and still be
valid. However, the white Form of Proxy for the General Meeting
must be received by Lochard Energy's Registrars by 10.15 a.m. on 9
July 2013 in order for it to be valid or, if the General Meeting is
adjourned, not later than 48 hours before the time fixed for the
holding of the adjourned meeting. White Forms of Proxy may NOT be
handed to the Chairman of the General Meeting or Lochard Energy's
Registrars.
(2) If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the adjourned meeting will be
6.00 p.m. on the day prior to the day immediately before the date
fixed for the adjourned meeting.
(3) The General Meeting will commence at 10.15 a.m. on 11 July
2013 or, if later, as soon thereafter as the Court Meeting has been
concluded or adjourned.
(4) The dates and times above are indicative only and will
depend, inter alia, on the date on which: (i) the Conditions are
either satisfied or waived (to the extent they are capable of being
waived); (ii) the Court sanctions the Scheme and confirms the
associated Capital Reduction; and (iii) the office copies of the
Court Orders and the Statement of Capital are delivered to the
Registrar of Companies and, if so ordered by the Court, the Capital
Reduction is registered by the Registrar of Companies. If any of
the expected dates change, Lochard Energy will give adequate notice
of any change by issuing an announcement through a Regulatory
Information Service.
All references to time in this announcement are to UK time. The
dates and times given are indicative only and are based on
Lochard's and Parkmead's current expectations and may be subject to
change (including as a result of changes to the regulatory
timetable). If any of the times and/or dates above change, the
revised times and/or dates will be notified to Lochard shareholders
by announcement through a Regulatory Information Service.
Unless otherwise defined herein, capitalised terms and
expressions used in this announcement shall have the meanings
ascribed to them in the Scheme Document.
Further enquiries:
CIBC World Markets plc +44 (0) 20 7234 6462
Financial adviser and Rule 3 adviser to Lochard
Sameer Pethe
Jonathan Bradfield
finnCap Limited +44 (0) 20 7220 0500
Nominated Advisor and Broker to Lochard
Matthew Robinson
Christopher Raggett
If you require assistance or have any questions about procedures
for voting at the Scheme Meeting, please contact Boudicca Proxy
Consultants, the Information Agent for the Offer, on:
-- UK Freephone: 0808 101 3453
-- From overseas: +44 (0) 207 183 8215
The helpline will be available between 9.00 a.m. and 5.00 p.m.
Monday to Friday. Alternatively, you may email your enquiries to
info@boudiccaproxy.com.
Please note that the Information Agent cannot provide any
financial, legal or tax advice or advice on the merits of the
Offer.
Important notices
CIBC World Markets plc, which is authorised in the UK by the
Prudential Regulation Authority and regulated in the UK by the
Financial Conduct Authority and the Prudential Regulation
Authority, is acting exclusively for Lochard and no one else in
connection with the matters described in this announcement and will
not be responsible to anyone other than the Company for providing
the protections afforded to clients of CIBC World Markets plc nor
for providing advice in relation to the matters described in this
announcement.
finnCap Limited, which is authorised and regulated in the UK by
the Financial Conduct Authority, is acting exclusively for Lochard
and no one else in connection with the matters described in this
announcement and will not be responsible to anyone other than the
Company for providing the protections afforded to clients of
finnCap Limited nor for providing advice in relation to the matters
described in this announcement.
This announcement is not intended to, and does not constitute,
or form part of, an offer to sell or an invitation to purchase or
subscribe for any securities or a solicitation of any vote or
approval in any jurisdiction. Shareholders of Lochard are advised
to read carefully the formal documentation in relation to the
Parkmead offer once it has been despatched. The proposals of the
offer will be made solely through the Scheme Document, which will
contain the full terms and conditions of the Scheme, including
details of how to vote with respect to the Scheme. Any response to
the proposals should be made only on the basis of the information
in the Scheme Document.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. In particular, the
ability of persons who are not resident in the United Kingdom to
vote their Lochard shares in respect of the Scheme at the Court
Meeting, or to execute and deliver Forms of Proxy appointing
another to vote at the Court Meeting on their behalf, may be
affected by the laws of the relevant jurisdictions in which they
are located. This announcement has been prepared for the purposes
of complying with English law and the City Code on Takeovers and
Mergers 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 and regulations of any
jurisdiction outside of England.
Disclosure requirements of the City Code on Takeovers and
Mergers (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any paper offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the Announcement in which any paper
offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i)
the offeree company; and (ii) any paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm (London time) on the 10th Business
Day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th
Business Day following the Announcement in which any paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
paper offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than
3.30 pm (London time) on the Business Day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on Website
A copy of this announcement and the Scheme Document will be made
available, free of charge subject to certain restrictions relating
to persons resident in Restricted Jurisdictions, at
www.lochardenergy.com by no later than 12 noon (London time) on the
Business Day following the date of this announcement.
Neither the content of the website referred to in this
announcement nor the content of any website accessible from
hyperlinks on Lochard's website (or any other website) is
incorporated into, or forms part of, this announcement.
You may request a hard copy of this announcement, free of
charge, by contacting Computershare Investor Services Plc on +44
(0) 870 707 1256. Unless so requested, a hard copy of this
announcement will not be sent to you. Lochard shareholders may also
request that all future documents, announcements and information to
be sent to them in relation to the Parkmead offer should be in hard
copy form.
This information is provided by RNS
The company news service from the London Stock Exchange
END
SOAUSARROKANAUR
Lochard Energy (LSE:LHD)
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Lochard Energy (LSE:LHD)
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부터 6월(6) 2023 으로 6월(6) 2024
