Fortune Oil PLC Offer Document Posted (3275C)

TIDMFTO

RNS Number : 3275C

Fortune Oil PLC

16 January 2015

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, OR FROM ANY RESTRICTED JURISDICTIONS OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

For immediate release

16 January 2015

Recommended Acquisition

of

FORTUNE OIL PLC

resulting in the holding by

FORTUNE DYNASTY HOLDINGS LIMITED

(a company that is owned by (i) a member of the

Vitol Group and (ii) First Level Holdings Limited)

of the entire issued and to be issued ordinary share capital of

Fortune Oil not already held by the Consortium to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006

Posting of Scheme Document

On 18 December 2014, the independent directors of Fortune Oil plc ("Fortune Oil") and the board of directors of Fortune Dynasty Holdings Limited ("Fortune Dynasty") announced that they had reached agreement on the terms of a unanimously recommended offer to be made by Fortune Dynasty for the entire issued and to be issued share capital of Fortune Oil (the "Acquisition") not already held by the Vitol Group and First Level Holdings Limited (together with Fortune Dynasty, the "Consortium"). As outlined in that announcement, it is anticipated that the Acquisition is to be implemented by way of a scheme of arrangement under Part 26 of the Companies Act (the "Scheme").

Fortune Oil announces that the scheme document relating to the Acquisition, containing, among other things, the full terms of, and conditions to, the Scheme and an explanatory statement, together with the actions to be taken by Fortune Oil Shareholders (the "Scheme Document"), is today being sent to Fortune Oil Shareholders, together with the Forms of Proxy for the Court Meeting and the General Meeting.

Subject to the approval of the Fortune Oil Shareholders, the sanction of the Court and the satisfaction or waiver of the other Conditions, it is expected that the Scheme will be implemented in March 2015. The expected timetable of principal events for the implementation of the Acquisition is set out at the end of this announcement. Full details of the Scheme, the Court Meeting and the General Meeting are set out in the Scheme Document. The Scheme Document also contains information on Fortune Oil, Fortune Dynasty and the other members of the Consortium and the terms and conditions of the Acquisition.

Noticesof the Court Meeting and General Meeting

Notices of the Court Meeting and the General Meeting are set out in the Scheme Document. The Court Meeting will start at 2.00 p.m. on 13 February 2015 at the offices of Reed Smith LLP, The Broadgate Tower, 20 Primrose Street, London EC2A 2RS. The General Meeting will be held at the same venue at 2.15 p.m. (or as soon thereafter as the Court Meeting is concluded or adjourned) on 13 February 2015.

Action to be taken

Details of the Meetings to be held and the action to be taken in respect of the Scheme are set out in the section entitled "Action to be taken", starting on page 6 of the Scheme Document.

Whether or not they intend to be present at the Meetings, Scheme Shareholders are urged to complete, sign and return the Form of Proxy for the Court Meeting and the Form of Proxy for the General Meeting in accordance with the instructions printed on the respective forms.

If any Fortune Oil Shareholder has any questions about the Scheme Document, the Meetings or the completion and return of the Forms of Proxy or Form of Election, please telephone Capita Asset Services between 9.00 a.m. and 5.30 p.m., Monday to Friday on 0871 664 0321 from within the UK or [phone] if calling from outside the UK. Calls to the 0871 664 0321 number cost 10 pence per minute (including VAT) plus your service provider's network extras. Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Acquisition or give any financial, legal or tax advice.

It is particularly important that, in relation to the Court Meeting, as many votes as possible are cast at the Court Meeting so that the Court may be satisfied that there is a fair and reasonable representation of Scheme Shareholders' opinions. Scheme Shareholders are therefore strongly urged to complete and return the Forms of Proxy as soon as possible.

Timetable

The expected timetable of principal events for the implementation of the Acquisition is set out at the end of this announcement. If any of the key dates set out in the timetable change, Fortune Oil will give notice of this change by issuing an announcement via a Regulatory Information Service.

Other

Unless otherwise defined, all capitalised terms in this announcement shall have the meaning given to them in the Scheme Document. A copy of this announcement and the Scheme Document will be available free of charge (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on Fortune Oil's website at www.fortune-oil.com and Fortune Dynasty's website at www.fdynasty.com.

Enquiries:

 
 Standard Chartered Bank: 
  (Financial Adviser to Fortune Dynasty) 
  David Harvey-Evers                         Tel: + 44 (0)20 7885 8888 
 Fortune Oil: 
  Frank Attwood                              Tel: + 44 (0)20 7096 9580 
 VSA Capital Limited: 
  (Financial Adviser to Fortune Oil) 
  Andrew Raca                                Tel: + 44 (0)20 3005 5000 
  Justin McKeegan                            Tel: + 44 (0)20 3005 5000 
 

Fortune Dynasty Financial Adviser

Standard Chartered Bank, who is (i) authorised in the United Kingdom by the Prudential Regulation Authority, and (ii) regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting for Fortune Dynasty and for no one else in connection with the matters set out in this announcement and the Acquisition and will not be responsible to anyone other than Fortune Dynasty for providing the protections afforded to clients of Standard Chartered Bank nor for providing advice in relation to the Acquisition or any matters set out in this announcement. Neither Standard Chartered Bank 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 Standard Chartered Bank in connection with this announcement, any statement contained herein or otherwise.

Fortune Oil Financial Adviser

VSA Capital Limited, who is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to the Independent Fortune Oil Directors and no one else in connection with the matters set out in this announcement and the Acquisition and will not be responsible to anyone other than Independent Fortune Oil Directors for providing the protections afforded to clients of VSA Capital Limited nor for providing advice in relation to the Acquisition or any matters set out in this announcement. Neither VSA Capital Limited 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 VSA Capital Limited in connection with the Acquisition.

Important disclaimers (including in relation to securities law restrictions)

This announcement is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely through the Scheme Document, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any acceptance or other response to the Acquisition should be made only on the basis of the information contained 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 purpose of complying with English law and the Takeover 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.

No person has been authorised to make any representations on behalf of Fortune Oil or Fortune Dynasty concerning the Scheme or the Acquisition which are inconsistent with the statements contained herein, and any such representations, if made, may not be relied upon as having been so authorised.

Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction.

Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction and, to the fullest extent permitted by applicable law, Fortune Oil and Fortune Dynasty disclaim any responsibility or liability for the violation of such restrictions by any person.

No person should construe the contents of this announcement as legal, financial or tax advice and any interested person should consult its own advisers in connection with such matters.

Right to switch to an Offer

Fortune Dynasty reserves the right to elect (with the consent of the Takeover Panel) to implement the Acquisition by way of a Takeover Offer. In the event that the Acquisition is to be implemented by way of a Takeover Offer, the Fortune Oil Shares (other than the Fortune Oil Shares already held by the Consortium) will be acquired pursuant to the Takeover Offer fully paid and free from all liens, charges, equitable interests, encumbrances and rights of pre-emption and any other interests of any nature whatsoever and together with all rights attaching thereto. In this event, the Acquisition would be implemented on substantially the same terms as those which would apply to the Scheme (subject to appropriate amendments). The acceptance condition would be set at 90 per cent. of the shares to which such offer relates (or such lesser percentage (being more than 50 per cent.) as Fortune Dynasty may decide with the consent of the Takeover Panel).

Overseas Fortune Oil Shareholders

The availability of the offer or the distribution of this announcement to Fortune Oil Shareholders who are not resident or ordinarily resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Fortune Oil Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

Notice to US investors in Fortune Oil

The Acquisition relates to the shares of an English company that is a foreign private issuer (as defined under Rule 3b-4 under the Exchange Act) and is being made by means of a scheme of arrangement provided for under English law. Pursuant to Section 3(a)(10) of the US Securities Act, a transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, including the Takeover Code, which differ from the disclosure requirements of United States tender offer and proxy solicitation rules. Except where expressly stated otherwise, financial information included in the Scheme Document has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. If, in the future, Fortune Dynasty exercises the right to implement the Acquisition by way of a Takeover Offer, such Offer will be made in compliance with applicable laws and regulations including US securities laws to the extent applicable or the exceptions therefrom.

CVRs will not be, and are not required to be, registered with the SEC under the US Securities Act, and will be transferred in reliance upon the exemption from registration provided by Section 3(a)(10) thereof. CVRs will not be registered under the securities laws of any state of the United States, and will be transferred to Fortune Oil Shareholders in the United States pursuant to the Scheme in reliance on available exemptions from such state law registration requirements.

No registration statement will be filed with the SEC or any state securities regulators in the US in connection with the Acquisition and the Loan Notes to be issued pursuant to the terms of the Class I CVRs will not be registered under the US Securities Act. Accordingly, the Class I CVRs and the related Loan Notes are not being, and unless permitted by applicable laws and regulations may not be, offered, sold, re-sold, delivered or transferred, directly or indirectly, in or into the United States or to a US Person.

It may not be possible for US Holders of Fortune Oil Shares to enforce their rights and claims arising out of the US federal securities laws. Fortune Oil is registered and organised under the laws of England and Wales. The officers and directors of Fortune Oil are residents of countries other than the United States and substantially all of the assets of Fortune Oil and its officers and directors are located outside of the United States. It may not be possible to sue Fortune Oil in a non-US court for violations of US securities laws. It may be difficult to compel Fortune Oil and its respective Affiliates to subject themselves to the jurisdiction and judgment of a US court.

Neither the SEC, nor any US state securities commission or any other regulatory authority, has passed upon, or endorsed the merits of, or approved or disapproved of the CVRs or the Loan Notes to be issued in connection with the Acquisition, or determined if the Scheme Document is accurate or adequate. Any representation to the contrary is a criminal offence in the US.

The receipt of cash pursuant to the Acquisition by a US Holder as consideration for its Fortune Oil Shares pursuant to the Scheme may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws.

Each Scheme Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange 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 securities exchange 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 securities exchange 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. on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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 securities exchange 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. 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 securities exchange 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 Takeover Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Expected Timetable of Principal Events

The following timetable sets out the expected dates for implementation of the Acquisition (some of which are indicative):

 
                                                             Time and Date 
 Latest time for lodging blue Forms          2.00 p.m. on 11 February 2015 
  of Proxy for the First Court Meeting(1) 
 Latest time for lodging yellow              2.15 p.m. on 11 February 2015 
  Forms of Proxy for the General 
  Meeting(1) 
 Voting Record Time for the Court            6.00 p.m. on 11 February 2015 
  Meeting(2) and General Meeting 
 Court Meeting                               2.00 p.m. on 13 February 2015 
 General Meeting(3)                          2.15 p.m. on 13 February 2015 
 Latest time for lodging white                   1.00 p.m. on 2 March 2015 
  Form of Election and settlement 
  of TTE Instruction 
 Last day in dealings in, for registration       5.00 p.m. on 3 March 2015 
  of transfers of, and disablement 
  in CREST of, Fortune Oil Shares(4) 
 Scheme Court Hearing (to sanction                            4 March 2015 
  the Scheme)(4) 
 Reorganisation Record Time(4)                   5.30 p.m. on 5 March 2015 
 Scheme Record Time(4)                           6.00 p.m. on 5 March 2015 
 Reduction Court Hearing (to confirm                          6 March 2015 
  the Capital Reduction) (4) 
 Effective Date(4)                                            9 March 2015 
 Cancellation of listing of Fortune              8.00 a.m. on 9 March 2015 
  Oil Shares(4) 
 Latest date for payment of the                              23 March 2015 
  Cash Consideration(4) by CREST 
  for uncertificated holders and 
  cheques for certificated holders 
 Long Stop Date                                                31 May 2015 
 

(1) The blue Forms of Proxy for the Court Meeting may also be handed to Fortune Oil's registrars, Capita Asset Services, on behalf of the Chairman at the Court Meeting before the taking of the poll. However, the yellow Forms of Proxy for the General Meeting must be lodged by 2.15 p.m. on 11 February 2015 in order to be valid (or, in the case of an adjournment, not later than 48 hours before the time fixed for the holding of the adjourned General Meeting). The Court Meeting and the General Meeting will be held at the offices of Reed Smith LLP at The Broadgate Tower, 20 Primrose Street, London EC2A 2RS.

(2) If the Court Meeting is adjourned, the Voting Record Time for the adjourned Court Meeting will be 6.00 p.m. on the date two days before the date set for the adjourned Court Meeting.

(3) In the event that the Court Meeting concludes after 2.15 p.m. on 13 February 2015, the General Meeting will follow as soon as possible thereafter.

(4) These dates and times are indicative only and will depend, among other things, on the dates on which the Court sanctions the Scheme and confirms the associated Capital Reduction and whether the Conditions are either satisfied or, where applicable, waived. If any of the expected dates change, Fortune Oil will give notice of the change by issuing an announcement through a Regulatory Information Service.

Unless otherwise stated, all references to times are to London time.

This information is provided by RNS

The company news service from the London Stock Exchange

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