GTL Gtl Resources

TIDMGTL

RNS Number : 7901T

GTL Resources PLC

12 December 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

12 December 2011

RECOMMENDED CASH OFFER

for

GTL Resources PLC ("GTL" or the "Company")

by

Sinav Limited ("Sinav")

Results of Court Meeting and General Meeting

The board of GTL is pleased to announce that, at the Court Meeting and General Meeting of GTL Shareholders held earlier today in connection with the Acquisition, GTL Shareholders voted to approve, by the necessary majorities, the scheme of arrangement under Part 26 of the Companies Act 2006 and other associated matters to implement the Acquisition.

At the Court Meeting, a majority in number of Scheme Shareholders who voted (either in person or by proxy) and who together represented over 75 per cent. by value of the votes cast, voted in favour of the resolution to approve the Scheme. The resolution was accordingly passed.

At the General Meeting, the Special Resolution to approve the Scheme and other associated matters to implement the Acquisition was also passed by the requisite majority.

Details of the resolutions passed are set out in the notices of the Meetings contained in the scheme document posted to GTL Shareholders on 19 November 2011 (the "Scheme Document").

Voting results of Court Meeting

The vote on the resolution to approve the Scheme was conducted by way of a poll and the results were as follows:-

 
                                   FOR         AGAINST 
Number of eligible Scheme 
 Shareholders casting votes        213         18 
Number of votes cast by eligible 
 Scheme Shareholders               13,608,171  12,843 
Percentage of eligible Scheme 
 Shares voted                      99.91%      0.09% 
 

Voting results of General Meeting

The Special Resolution to approve certain steps to give effect to the Scheme was duly passed on a show of hands. The votes cast by proxy in advance of the General Meeting were as follows:

 
                        FOR         AGAINST  VOTES WITHHELD 
To give effect to the 
 Scheme                 23,160,499  15,669   201 
                         72.4%       0.05%    0% 
 

In relation to the General Meeting:

1. the issued share capital at the date of the meeting was 31,988,745 Ordinary Shares with voting rights;

2. votes were tendered in respect of 23,176,369 Ordinary Shares, being 72.45 per cent. of the issued Ordinary Share capital of the Company;

3. any proxy appointments which gave discretion to the Chairman have been included in the votes "FOR" total; and

4. a "vote withheld" is not a vote in law and is not counted in the calculations of the proportion of the votes "FOR" or "AGAINST" the Special Resolution.

Next Steps

The implementation of the Acquisition remains conditional on the satisfaction or waiver of the remaining Conditions set out in the Scheme Document, including the sanction of the Scheme and the confirmation of the associated Capital Reduction by the Court. It is anticipated that the Scheme Court Hearing to sanction the Scheme will take place on 12 January 2012 and the Reduction Court Hearing to confirm the Capital Reduction will take place on 16 January 2012. Subject to the Scheme receiving the sanction and confirmation of the Court on those dates, the Scheme is expected to become Effective on 17 January 2012 with cheques being despatched or settlement through CREST occurring within 14 days of the Scheme becoming Effective.

It is also expected that, subject to the Scheme becoming Effective, admission of the GTL Shares to trading on AIM will be cancelled with effect from 7.00 a.m. on 17 January 2012.

Terms used in this Announcement shall (unless the context otherwise requires) have the same meanings as set out in the Scheme Document.

A copy of this announcement will be made available on GTL's website at www.gtlresources.com/investor-relations as soon as practicable.

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 is 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 is being made solely through the Scheme Document and the accompanying Forms of Proxy and, for holders of certificated GTL Shares, the Form of Election, which together contain the full terms and conditions 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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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 p.m. (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

OUPUUUURARAUAAA