Ithaca Energy - Consideration Shares AIM Admission
Ithaca Energy - Consideration Shares AIM Admission
ABERDEEN, SCOTLAND -- (Marketwired) -- 04/22/13 -- *T
(TSX VENTURE: IAE)
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 OR REGULATIONS OF SUCH JURISDICTION
22 April 2013
Recommended acquisition of
Valiant Petroleum plc
Ithaca Energy Holdings (UK) Limited
(a wholly-owned subsidiary of Ithaca Energy Inc.)
On 1 March 2013, the Boards of Directors of Ithaca Energy Inc. (TSX: IAE), (LSE: IAE) ("Ithaca") and Valiant Petroleum plc ("Valiant") announced that they had reached agreement on the terms of a recommended acquisition under which Ithaca Energy Holdings (UK) Limited, a wholly owned subsidiary of Ithaca, would acquire the entire issued and to be issued share capital of Valiant by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
The Court sanctioned the Scheme on 18 April 2013 and admission to trading of Valiant Shares on AIM was cancelled with effect from 7.00 a.m. on 19 April 2013.
A total of 56,952,321 Ithaca Consideration Shares have been issued and allotted to holders of Scheme Shares, following which issue and allotment Ithaca has a total of 316,905,657 common shares outstanding. Admission of the Ithaca Consideration Shares to AIM, and crediting of the Ithaca Consideration Shares to CREST accounts, will occur at 8.00 a.m. today, 22 April 2013. Ithaca has received approval from the Toronto Stock Exchange to list the Ithaca Consideration Shares conditional upon Ithaca fulfilling all routine listing requirements of the Toronto Stock Exchange.
The latest date for despatch of share certificates in respect of the Ithaca Consideration Shares due under the Scheme will be 3 May 2013.
Settlement of cash consideration will be effected by Ithaca Energy Holdings (UK) Limited no later than 3 May 2013 either through CREST or by cheque, as appropriate.
Defined terms used but not defined in this announcement have the meanings set out in the Scheme Document dated 12 March 2013.
- Ends -
Ithaca Iain McKendrick, Chief Executive Officer +44 (0) 1224 650 261 Graham Forbes, Chief Financial Officer +44 (0) 1224 652 151
Cenkos Securities plc (Financial Adviser, Nominated Adviser and Broker to Ithaca) Jon Fitzpatrick +44 (0) 207 397 8900 Neil McDonald +44 (0) 131 220 6939 Joe Nally (Corporate Broking) +44 (0) 207 397 8900
FTI Consulting (Public Relations Adviser to Ithaca) Billy Clegg +44 (0) 207 269 7157 Edward Westropp +44 (0) 207 269 7230 Georgia Mann +44 (0) 207 269 7212
About Ithaca Energy:
Ithaca Energy Inc. (TSX: IAE, LSE AIM: IAE) and its wholly owned subsidiary Ithaca Energy (UK) Limited ("Ithaca" or "the Company"),is an oil and gas operator focused on North Sea production, appraisal and development activities. The Company's strategy is centred on building a highly profitable North Sea oil and gas company by maximising production and cashflow from its existing assets, the appraisal and development of existing discoveries on properties held by the Company and the delivery of additional growth via acquisitions and licence round participation.
Cenkos Securities plc, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for Ithaca and Ithaca Bidco and no-one else in connection with the Acquisition and will not be responsible to anyone other than Ithaca and Ithaca Bidco for providing the protections afforded to clients of Cenkos Securities plc nor for providing advice in relation to the Acquisition. Neither Cenkos Securities plc nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Cenkos Securities plc in connection with this announcement, any statement contained herein or otherwise. In addition, in accordance with, and to the extent permitted by, the Code, normal UK market practice and section 14(e) of, and Regulation 14E under, the US Securities Exchange Act of 1934, as amended (the "Exchange Act") subject to the exemptions provided by Rule 14d-1 under the Exchange Act, Cenkos Securities plc will continue to act as an exempt principal trader in Ithaca Shares on the London Stock Exchange and engage in certain other purchasing activities consistent with its respective normal and usual practice and applicable law.
Scotia Capital Inc., which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for Ithaca and Ithaca Bidco and no-one else in connection with the Acquisition and will not be responsible to anyone other than Ithaca and Ithaca Bidco for providing the protections afforded to clients of Scotia Capital Inc. nor for providing advice in relation to the Acquisition. Neither Scotia Capital Inc. nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Scotia Capital Inc. in connection with this announcement, any statement contained herein or otherwise.
This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of an offer to buy any securities in any jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law.
This announcement has been prepared for the purpose of complying with English law and the 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 availability of the Ithaca Consideration Shares in, and the release, publication or distribution of this announcement in or into, jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes who are not resident in the United Kingdom should inform themselves about, and observe, any applicable restrictions. Valiant Shareholders who are in any doubt regarding such matters should consult an appropriate independent adviser in the relevant jurisdiction without delay. Any failure to comply with such restrictions may constitute a violation of the laws of any such jurisdiction.
The Acquisition relates to the shares of an English company (a "foreign private issuer" as defined under Rule 3b-4 under the Exchange Act) and was made by means of a scheme of arrangement provided for under, and governed by, English law. Neither the proxy solicitation rules nor the tender offer rules under the Exchange Act apply to the Scheme. Accordingly, the Ithaca Consideration Shares to be issued pursuant to the Scheme have not been and wi ll not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or under the relevant securities laws of any state or territory or other jurisdiction of the United States, but are expected to be offered in the United States in reliance upon the exemption from the registration requirements of the Securities Act provided by section 3(a)(10) thereof and exemptions provided under the laws of each state of the United States in which eligible Valiant Shareholders may reside.
None of the securities referred to in this announcement have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of this announcement. Any representation to the contrary is a criminal offence in the United States. This announcement does not constitute an offer to sell, or the solicitation of any offer to buy, any Ithaca Consideration Shares in any jurisdiction in which such an offer or solicitation would be unlawful.
Valiant is incorporated under the laws of England and Wales, Ithaca Bidco is incorporated under the laws of Scotland, and Ithaca is incorporated under the laws of Alberta, Canada. Some or all of the officers and directors of Valiant, Ithaca Bidco and Ithaca may be residents of countries other than the United States. It may not be possible to sue Valiant, Ithaca Bidco and Ithaca in a non-US court for violations of US securities laws. It may be difficult to compel Valiant, Ithaca Bidco, Ithaca and their respective affiliates to subject themselves to the jurisdiction and judgment of a US court.
The Ithaca Consideration Shares to be issued pursuant to the Scheme have not been and will not be registered under the relevant securities laws of the Kingdom of Denmark, the Faroe Islands or Japan and the relevant clearances have not been, and will not be, obtained from the securities commission or similar regulatory authority of any province or territory of Canada or Australia. Accordingly, the Ithaca Consideration Shares are not being, and may not be, offered, sold, resold, delivered or distributed, directly or indirectly in or into Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of relevant laws of, or require registration thereof in, such jurisdiction (except pursuant to an exemption, if available, from any applicable registration or prospectus requirements and otherwise in compliance with all applicable laws). No prospectus in relation to the Ithaca Consideration Shares has been, or will be, lodged or filed with, or registered by, the securities commission or similar regulatory authority of any province or territory of Canada or the Australian Securities and Investments Commission.
The Ithaca Consideration Shares to be issued pursuant to the Scheme will be issued in reliance upon exemptions from the prospectus requirements of securities legislation in each province and territory of Canada. Subject to certain disclosure and regulatory requirements and to customary restrictions applicable to distributions of shares that constitute "control distributions", Ithaca Consideration Shares may be resold in each province and territory in Canada, subject in certain circumstances, to the usual conditions that no unusual effort has been made to prepare the market or to create demand, no extraordinary commission or consideration is paid and, if the selling shareholder is an insider or officer of Ithaca, such shareholder has no reasonable grounds to believe that Ithaca is in default of securities legislation.
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.valiant-petroleum.com and www.ithacaenergy.com.
Neither the content of any website referred to in this announcement nor the content of any website accessible from hyperlinks on Ithaca or Valiant's website (or any other website) is incorporated into, or forms part of, this announcement.
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