TIDMLHD TIDMPMG
RNS Number : 1811K
Lochard Energy Group PLC
25 July 2013
FOR IMMEDIATE RELEASE
Not for release, publication or distribution, in whole or in
part, in or into any Restricted Jurisdictions or any other
jurisdiction where to do so would constitute a violation of the
relevant laws of such jurisdiction.
25 July 2013
The Parkmead Group plc
Recommended Offer for
Lochard Energy Group PLC
(implemented by way of a scheme of arrangement under
Part 26 of the Companies Act 2006)
Scheme of Arrangement becomes effective
Lochard Energy Group PLC ("Lochard") announces that the scheme
of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme") to effect the recommended acquisition of Lochard by The
Parkmead Group plc ("Parkmead") has now become effective in
accordance with its terms and that, at a hearing held earlier
today, the High Court of Justice in England and Wales sanctioned
the Scheme and confirmed the reduction of capital in connection
with the Scheme. Accordingly, the acquisition has therefore
completed and Lochard has become a wholly-owned subsidiary of
Parkmead.
Lochard has made an application to the London Stock Exchange for
the cancellation of the admission to trading on AIM of the Lochard
Energy Shares to be effective from 7.00 a.m. (London time) on 26
July 2013.
Under the terms of the Scheme, holders of Scheme Shares are
entitled to receive 0.385 New Parkmead Ordinary Shares for each
Scheme Share. CREST member accounts in respect of the New Parkmead
Ordinary Shares in uncertificated form will be credited as soon as
possible after 8.00 a.m. on 26 July 2013. Share certificates in
respect of the New Parkmead Ordinary Shares held in certificated
form will be despatched to Lochard Energy Shareholders by no later
than 9 August 2013.
Parkmead has made an application for the admission of
115,063,262 New Parkmead Ordinary Shares to be admitted to trading
on AIM and dealings are expected to commence at 8.00 a.m. tomorrow,
26 July 2013.
Except as otherwise defined herein, capitalised terms used but
not defined in this announcement have the same meaning as given to
them in the scheme document containing the Scheme that was sent to
Lochard Energy Shareholders on 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.
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. 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
SOAEALXSAALDEFF
Lochard Energy (LSE:LHD)
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Lochard Energy (LSE:LHD)
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