Response to Statement


 

TIDMDOO 
 
RNS Number : 5608E 
D1 Oils Plc 
22 December 2009 
 

 
 
+------------------------------------------+------------------------------------+ 
| FOR IMMEDIATE RELEASE                    |                   22 December 2009 | 
+------------------------------------------+------------------------------------+ 
 
 
D1 Oils plc 
("D1 Oils" or the "Company") 
 
 
 Response to Statement by Principle Capital Fund Managers Ltd 
("Principle Capital") 
 
 
 
 
 
 
The Independent Directors of D1 Oils note the announcement made on 14 December 
2009 by Principle Capital. 
While the Independent Directors appreciate a proposed reverse takeover of D1 
Oils to fund Principle Energy Limited is attractive from Principle Capital's 
perspective, the other major shareholders representing 41.0% of the issued share 
capital of D1 Oils (and listed in Note 1 below) have informed the Independent 
Directors that they would not support a reverse takeover by Principle Energy 
Limited (and follow on funding), on investment, strategic and financial 
grounds. 
As the Independent Directors announced on 25 November, 2009, under the New 
Business Plan for D1 Oils, they do not anticipate that the Company will require 
new funds until late 2011 and that any future requirements will be to fund the 
working capital and infrastructure implications of significant grain / oil flows 
and inventories. 
Accordingly, the statement by Principle Capital that it has "no current 
intention to support ...any further equity capital" is unlikely to be material in 
the short-term.  Assuming that equity is required in the future to fund the 
implications of significant grain / oil flows and inventories then in our view 
it would be unfortunate for Principle Capital potentially to pass up the 
opportunity to add value for the benefit of underlying investors.  In any case, 
the Independent Directors have been advised that new equity can be issued 
without the need for a special resolution. 
The Independent Directors are unanimously resolved that D1 Oils continues to 
pursue the strategy as outlined in its 25 November announcement and believe that 
the Company is well positioned to deliver enhanced value for all shareholders 
over the long-term. 
 
 
Note 1 - Major shareholders 
 
 
+--------------------------------------------+-------------------+------------------+ 
| Shareholder                                | Number of shares  | Percentage       | 
|                                            |                   | holding          | 
+--------------------------------------------+-------------------+------------------+ 
| Blackrock Investment Management (UK)       | 16,865,798        | 13.3%            | 
| Limited                                    |                   |                  | 
+--------------------------------------------+-------------------+------------------+ 
| Gartmore Investment Ltd                    | 14,758,220        | 11.7%            | 
+--------------------------------------------+-------------------+------------------+ 
| Lansdowne UK Equity Fund Limited           | 11,608,742        | 9.2%             | 
+--------------------------------------------+-------------------+------------------+ 
| Jupiter Asset Management Ltd               | 4,650,430         | 3.7%             | 
+--------------------------------------------+-------------------+------------------+ 
| Majedie Asset Management Ltd               | 4,039,647         | 3.2%             | 
+--------------------------------------------+-------------------+------------------+ 
 
 
 
 
For further information please contact: 
 
 
+-----------------------------------------------+--------------------+ 
| D1 Oils plc                                   |   + 44 (0) 20 7367 | 
|                                               |               5600 | 
+-----------------------------------------------+--------------------+ 
| Ben Good, Chief Executive Officer             |                    | 
+-----------------------------------------------+--------------------+ 
| Barclay Forrest, Non-Executive                |                    | 
+-----------------------------------------------+--------------------+ 
|                                               |                    | 
+-----------------------------------------------+--------------------+ 
| Piper Jaffray Ltd.                            |   + 44 (0) 20 3142 | 
|                                               |               8700 | 
+-----------------------------------------------+--------------------+ 
| Michael Covington                             |                    | 
+-----------------------------------------------+--------------------+ 
| Rupert Winckler (Qualified Executive)         |                    | 
+-----------------------------------------------+--------------------+ 
|                                               |                    | 
+-----------------------------------------------+--------------------+ 
| Brunswick Group                               |   + 44 (0) 20 7404 | 
|                                               |               5959 | 
+-----------------------------------------------+--------------------+ 
| Kevin Byram                                   |                    | 
+-----------------------------------------------+--------------------+ 
| Tom Williams                                  |                    | 
+-----------------------------------------------+--------------------+ 
 
 
 
 
 
 
Responsibility 
Brian Myerson is the Executive Chairman of Principle Energy Limited and is not 
considered independent for the purposes of taking responsibility for the 
contents of this announcement.  The remaining directors of the Company, namely 
Moira Black, Barclay Forrest, Ben Good, Martin Jarvis and Henk Joos, are 
referred to in this announcement as the "Independent Directors". 
 
 The 
Independent Directors accept responsibility for all of the information contained 
in this announcement.  To the best of their knowledge and belief (having taken 
all reasonable care to ensure that such is the case), the information contained 
in this announcement is accurate and does not omit anything likely to affect the 
import of such information.  To the best of their knowledge and belief (having 
taken all reasonable care to ensure that such is the case), the information 
contained in this announcement for which the Independent Directors take 
responsibility is accurate and does not omit anything likely to affect the 
import of such information. 
 
Piper Jaffray Ltd., which is authorised and regulated by the Financial Services 
Authority, is acting exclusively for D1 Oils and for no-one else in connection 
with the matters referred to in this announcement and will not be responsible to 
anyone other than D1 Oils for providing the protections afforded to customers of 
Piper Jaffray Ltd. nor for giving advice in relation to the matters referred to 
in this announcement. 
 
 
Dealing Disclosure Requirements 
Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the 
"Code"), if any person is, or becomes, "interested" (directly or indirectly) in 
1% or more of any class of "relevant securities" of D1 Oils, all "dealings" in 
any " relevant securities" of D1 Oils (including by means of an option in 
respect of, or a derivative referenced to, any such "relevant securities") must 
be publicly disclosed by no later than 3.30 pm (London time) on the London 
business day following the date of the relevant transaction.  This requirement 
will continue until the date on which the offer becomes, or is declared, 
unconditional as to acceptances, lapses or is otherwise withdrawn or on which 
the "offer period" otherwise ends. If two or more persons act together pursuant 
to an agreement or understanding, whether formal or informal, to acquire an 
"interest" in "relevant securities" of D1 Oils, they will be deemed to be a 
single person for the purpose of Rule 8.3. 
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant 
securities" of D1 Oils by D1 Oils or by any of its "associates", must be 
disclosed by no later than 12.00 noon (London time) on the London business day 
following the date of the relevant transaction. 
A disclosure table, giving details of the companies in whose "relevant 
securities" "dealings" should be disclosed, and the number of such securities in 
issue, can be found on the Takeover Panel's website at 
www.thetakeoverpanel.org.uk. 
"Interests in securities" arise, in summary, when a person has long economic 
exposure, whether conditional or absolute, to changes in the price of 
securities.  In particular, a person will be treated as having an "interest" by 
virtue of the ownership or control of securities, or by virtue of any option in 
respect of, or derivative referenced to, securities. 
Terms in quotation marks are defined in the Code, which can also be found on the 
Panel's website.  If you are in any doubt as to whether or not you are required 
to disclose a "dealing" under Rule 8, you should consult the Panel. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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