TIDMGTL TIDMTTM
RNS Number : 4159S
GTL Resources PLC
21 November 2011
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
21 November 2011
RECOMMENDED CASH OFFER
for
GTL Resources PLC ("GTL" or the "Company")
by
Sinav Limited ("Sinav")
Posting of Scheme Document
On 31 October 2011, the boards of GTL and Sinav announced that
they had reached agreement on the terms of a recommended cash offer
under which Sinav will acquire the entire issued and to be issued
ordinary share capital of GTL for GBP1 in cash per GTL Share. It
was also announced that the Acquisition would be effected by means
of a scheme of arrangement under Part 26 of the Companies Act 2006
(involving a reduction of capital under sections 645 to 649 of the
Companies Act 2006) and include an Unlisted Securities
Alternative.
Further to that announcement, the boards of GTL and Sinav are
pleased to announce that the Scheme Document relating to the
Acquisition was posted to GTL Shareholders on 19 November 2011. The
Scheme Document contains, amongst other things, the full terms and
conditions of the Scheme, an explanatory statement pursuant to
section 897 of the Act, the expected timetable of principal events
and details of the actions to be taken by GTL Shareholders.
As described in the Scheme Document, to become Effective, the
Scheme must be approved at the Court Meeting; a special resolution
must be passed at the General Meeting; and the Scheme and Capital
Reduction must subsequently be sanctioned and confirmed by the
Court. Both the Court Meeting and the General Meeting will be held
at the offices of Osborne Clarke, One London Wall, London EC2Y 5EB
on 12 December 2011, with the Court Meeting to commence at 10.30
a.m. and the General Meeting to commence at 10.45 a.m. (or as soon
thereafter as the Court Meeting is concluded or adjourned). Notices
of the Court Meeting and the General Meeting are set out in the
Scheme Document.
The Scheme Document, together with information incorporated into
it by reference to another source, will be available free of
charge, subject to any applicable restrictions relating to persons
resident in Restricted Jurisdictions, on the investor section of
the GTL Resources PLC's website at
www.gtlresources.com/investor-relations and on Harwood Capital
LLP's (formerly named North Atlantic Value LLP) website at
www.navalue.co.uk/site/literature/sinav during the course of the
Offer Period.
The expected timetable of principal events is as follows:
Event Time (London time) and/or
date
Latest time for lodging
Forms of Proxy for the: 10.30 a.m. on Saturday,
Court Meeting (BLUE Form 10 December 2011(1)
of Proxy)
General Meeting (WHITE 10.45 a.m. on Saturday,
Form of Proxy) 10 December 2011(2)
Voting Record Time 6.00 p.m. on Saturday,
10 December 2011(3)
Court Meeting 10.30 a.m. on Monday, 12
December 2011
General Meeting 10.45 a.m. on Monday,12
December 2011(4)
Latest time and date for 1.00 p.m. on Thursday,
receipt of elections in 12 January 2012
respect of the Unlisted
Securities Alternative
The following dates are
subject to change (please
see note (5) below):
Scheme Court Hearing Thursday, 12 January 2012(5)
Last day of dealings in, Thursday, 12 January 2012(5)
and for registration of
transfers of GTL Shares
Capital Reduction Court Monday, 16 January 2012(5)
Hearing
Scheme Record Time 6.00 p.m. on Monday, 16
January 2012(5)
Scheme Effective Date Tuesday, 17 January 2012(5)
Cancellation of admission By no later than 7.00 a.m.
to trading of GTL Shares on Tuesday, 17 January
on AIM 2012(5)
Latest date for despatch by Monday, 30 January 2012(5)
of cheques and settlement
through CREST and certificates
in respect of Sinav Share
Units (as appropriate)
Long Stop Date Monday, 30 April 2012(6)
Notes:
1. It is requested that the BLUE Form of Proxy for the Court
Meeting be lodged before 10.30 a.m. on 10 December 2011, or, if the
Court Meeting is adjourned, not later than 48 hours before the time
fixed for the holding of the adjourned meeting. BLUE Forms of Proxy
not so lodged may be handed to Computershare Investor Services PLC,
on behalf of the chairman of the Court Meeting, at the Court
Meeting before the taking of the poll.
2. The WHITE Form of Proxy for the General Meeting must be
lodged before 10.45 a.m. on 10 December 2011 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. The WHITE Form of Proxy cannot be handed to Computershare
Investor Services PLC at the General Meeting.
3. 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 which is two days before the adjourned
meeting.
4. To commence at 10.45 a.m. or, if later, immediately after the
conclusion or adjournment of the Court Meeting.
5. These times and dates are indicative only and will depend,
amongst other things, on the date upon which the Court sanctions
the Scheme and confirms the associated Capital Reduction and the
date on which the Conditions set out in Part III of the Scheme
Document are satisfied or (if capable of waiver) waived. If any of
the expected dates change, GTL will, unless the Panel otherwise
consents, give notice of the change by issuing an announcement
through a Regulatory Information Service and/or sending a further
circular to GTL Shareholders.
6. This date is not subject to change.
GTL Shareholders should carefully read the Scheme Document in
its entirety before making a decision with respect to the
Scheme.
Terms and expressions in this announcement shall, unless the
context otherwise requires, have the same meanings as given to them
in the Scheme Document.
A copy of this announcement and the Scheme Document will be made
available free of charge (subject to any applicable restrictions
with respect to persons resident in Restricted Jurisdictions) on
the Company's website at www.gtlresources.com/investor-relations
and Harwood Capital's website at
www.navalue.co.uk/site/literature/sinav by no later than 12 noon
(London time) today.
Enquiries:
Sinav Limited
Christopher Mills, Director Tel: +44 (0) 207 747 5678
Strand Hanson Limited
(Financial Adviser to Sinav and Harwood Capital)
Simon Raggett Tel: +44 (0) 207 409 3494
Matthew Chandler
GTL Resources PLC
Julia Henderson, Non-Executive Chairman Tel: +44 (0) 207 397
8928 (via Cenkos Securities plc)
Richard Ruebe, Group Chief Executive Officer Tel: +1 (0) 630 773 1226
Cenkos Securities Plc
(Financial and Nominated Adviser and Broker to GTL)
Nicholas Wells Tel: +44 (0) 207 397 8928
Elizabeth Bowman
Cenkos Securities, which is authorised and regulated in the
United Kingdom by the FSA, is acting exclusively for GTL and no one
else in connection with the Acquisition and will not be responsible
to anyone other than GTL for providing the protections afforded to
clients of Cenkos Securities nor for providing advice in relation
to the Acquisition or any other matter or arrangement referred to
herein.
Strand Hanson, which authorised and regulated in the United
Kingdom by the FSA, is acting exclusively for Sinav and Harwood
Capital and no one else in connection with the Acquisition and will
not be responsible to anyone other than Sinav and Harwood Capital
for providing the protections afforded to clients of Strand Hanson
nor for providing advice in relation to the Acquisition or any
other matter or arrangement referred to herein.
You may request a hard copy of this announcement (and any
information incorporated by reference in this announcement) by
contacting Cenkos Securities during business hours on 020 7397 8900
or by submitting a request in writing to Cenkos Securities at 6-8
Tokenhouse Yard, London EC2R 7AS. It is important that you note
that unless you make such a request, a hard copy of this
announcement and any such information incorporated by reference in
it will not be sent to you. You may also request that all future
documents, announcements and information to be sent to you in
relation to the Offer should be in hard copy form.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of an offer to
sell or invitation to purchase any securities or the solicitation
of any vote for approval in any jurisdiction, 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. The Offer will be made solely through the Scheme Document and
the accompanying Forms of Proxy and, for holders of certificated
GTL Shares, the Form of Election, which will together contain the
full terms and conditions of the Offer, including details of how to
vote in favour of the Offer. Any response in relation to the Offer
should be made only on the basis of the information contained in
the Scheme Document or any document by which the Offer is made.
The availability of the Offer, the Unlisted Securities
Alternative and the release, publication and distribution of this
announcement in jurisdictions other than the United Kingdom may be
restricted by the laws of those jurisdictions and therefore persons
who are not resident in the United Kingdom into whose possession
this announcement comes should inform themselves about and observe
any such restrictions. Failure to comply with any such restrictions
may constitute a violation of the securities laws of any such
jurisdiction.
This announcement has been prepared for the purpose of complying
with English law, the Code and the AIM Rules 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.
Sinav Shares have not been and will not be registered under the
US Securities Act or under the securities laws of any state in the
United States. The Unlisted Securities Alternative is not being
made available to Scheme Shareholders who are US Persons.
Accordingly, Scheme Shareholders who are US Persons shall receive
cash notwithstanding any election made by them for the Unlisted
Securities Alternative, and there shall be no issuance of Sinav
Shares to such Scheme Shareholders.
No steps have been taken, nor will any be taken, to enable Sinav
Share Units to be offered in compliance with the applicable
securities laws of Canada or Japan and no prospectus in relation to
Sinav Share Units has been, or will be, lodged with or registered
by the Australian Securities and Investments Commission.
Accordingly, Sinav Share Units may not be offered, sold, resold,
taken up, delivered or transferred, directly or indirectly, in or
into Canada, Japan or Australia (except in transactions exempt from
or not subject to the registration requirements of the relevant
securities laws of Canada, Japan or Australia).
Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. or more of any class of relevant securities of GTL 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) GTL
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 GTL 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 one per cent. or more of any class of relevant
securities of GTL or of any paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of GTL 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) GTL 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 GTL 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 GTL and by any
offeror and Dealing Disclosures must also be made by GTL, 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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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