TIDMLHD TIDMPMG
RNS Number : 1066J
Lochard Energy Group PLC
11 July 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
11 July 2013
Lochard Energy Group PLC
("Lochard Energy" or the "Company")
Change in the voting intentions of certain Lochard Energy
Shareholders in relation to the recommended offer by The Parkmead
Group plc ("Parkmead") for the Company
Further to the announcements by a group of Lochard Energy
Shareholders represented by Cornhill Capital Limited (the "Cornhill
Consortium") on 30 May 2013, 3 June 2013 and 6 June 2013 indicating
that the Cornhill Consortium intended to vote against the offer
from Parkmead, certain members of the Cornhill Consortium have
formally notified the Lochard Energy Board that they now intend to
vote in favour of the offer from Parkmead at the Court Meeting and
the General Meeting, scheduled for today at 10.00 a.m. and 10.15
a.m., respectively, to be held at the offices of Eversheds LLP, One
Wood Street, London EC2V 7WS. Lochard Energy Shareholders who wish
to attend and vote in person or proxy at the Meetings remain
entitled to do so.
The members of the Cornhill Consortium that have formally
notified the Lochard Energy Board that they now intend to vote for
the offer from Parkmead hold 52,968,479 Lochard Energy Shares, or
approximately 17.72% of Lochard Energy's existing issued share
capital. These shareholders are:
Peter Ross - 7,813,930 Lochard Energy Shares (2.61%)
Gardner Marketing PTY (Haydn Gardner) - 17,528,421 Lochard
Energy Shares (5.86%)
Barby RJ & Associated Entities (Roger Barby) - 27,626,128
Lochard Energy Shares (9.24%)
The change in the voting intentions of the Lochard Energy
Shareholders referred to above follows the signing of a Sale and
Purchase Agreement between a company controlled by Roger Barby,
Haydn Gardner and Peter Ross and Aimwell Energy Limited ("Aimwell")
to acquire for a nominal value from Aimwell a 5% interest and
corresponding carry interest in three offshore licences; P1861,
P1863 and P1867 (the "Aimwell Transaction"). Lochard Energy
maintains its existing interest in these licences and neither
Lochard Energy nor Parkmead have been involved in the Aimwell
Transaction in any way save that Aimwell has requested that Lochard
Energy waive its contractual right to make an offer in relation to
this specific proposed disposal by Aimwell of a 5% interest and
corresponding carry interest. The Board of Lochard Energy has
granted this request.
In addition, the Lochard Board has been formally notified that
the following Lochard Energy Shareholder, who was also formerly a
part of the Cornhill Consortium, has decided to abstain from voting
on the resolutions to be proposed at the Court Meeting and the
General Meeting:
Christopher Williams - 1,000,000 shares (0.3%)
Except as otherwise defined herein, capitalised terms used
herein have the same meanings as set out in the scheme document
published by the Company dated 17 June 2013.
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
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.
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 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
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Lochard Energy (LSE:LHD)
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