We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Register for streaming realtime charts, analysis tools, and prices.
| Share Name | Share Symbol | Market | Type |
|---|---|---|---|
| TSXV:VEL | TSX Venture | Common Stock |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0 | - |
Hot Features
Premium
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM UNITED STATES, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
THIS ANNOUNCEMENT DOES NOT REPRESENT AN OFFER TO ACQUIRE THE ISSUED SHARE
CAPITAL OF FLUORMIN PLC. THERE CAN BE NO CERTAINTY THAT AN OFFER WILL ULTIMATELY
BE MADE.
Vanoil Energy Ltd. (TSX VENTURE:VEL), a TSX-V-listed oil and gas company with a
portfolio of assets in East Africa, today announces its intention to acquire the
entire issued and to be issued share capital of AIM listed Fluormin PLC.
Highlights
-- If completed, the Acquisition is expected to provide significant cash
resources in the order of US$27 million, including an advance loan of
US$5 million.
-- This capital provides the near term financial flexibility necessary for
Vanoil to proceed with its ambitious drilling and seismic programmes to
unlock the potential value of its acreage, with two 3D seismic surveys
and at least two drilling events scheduled in 2013 alone.
Commenting on the intention to make the Acquisition, Aaron D'Este, Chief
Executive Officer of Vanoil, said:
"Vanoil's strategic objective is to build a highly prospective portfolio of
assets across East Africa and to fund the exploration and development of its
properties without delay. Our previously announced offer for the entire issued
share capital of Avana Petroleum Limited has the potential to double Vanoil's
recoverable mean unrisked prospective resources while providing both geological
and geopolitical diversification to further de-risk our portfolio. Further to
this, the acquisition of Fluormin provides an invaluable source of capital,
acquired at a premium to our current share price, to fund our near term
operational programme, which includes the drilling of two onshore wells in the
Anza basin adjacent to recent successes in Block 10a. Completing both
acquisitions in rapid succession paves the way for realising Vanoil's ambitious
growth plans."
Summary
-- The Independent Vanoil Directors are pleased to announce that they have
notified the Independent Fluormin Directors that Vanoil (or a wholly
owned subsidiary of Vanoil) wishes to acquire the entire issued and to
be issued ordinary share capital of Fluormin (the "Acquisition") subject
to the Acquisition being recommended by the Independent Fluormin
Directors. In response, the Independent Fluormin Directors have notified
the Independent Vanoil Directors that they will formally respond to this
proposal once they have received detailed advice from the Company's
professional advisers, but that subject to any material concerns raised
during that analysis, the Independent Fluormin Directors are minded to
recommend the Acquisition to the Fluormin Shareholders.
-- The Acquisition, if finally recommended by the Independent Fluormin
Directors, is intended to be made in accordance with the terms of this
Announcement and is intended to be conducted by way of a Court-
sanctioned scheme of arrangement pursuant to Part 26 of the Companies
Act 2006.
-- Based upon independent valuations, the Vanoil Directors expect that
aggregate cash reserves in the order of US$27 million can be realised
from Fluormin's existing accounts and receivables and from the
subsequent realization of Fluormin's assets.
-- Pursuant to a loan agreement entered into today between Fluormin's
wholly owned subsidiary, Kenya Fluormin (BVI) Holdings Limited ("KFH")
and Vanoil, KFH has agreed to advance to Vanoil US$5 million (further
details of which are set out below). The loan, once advanced, provides
immediate cash for Vanoil to proceed with its ambitious drilling and
seismic programmes.
-- Under the terms of the Acquisition, Fluormin is valued at US$27 million.
In consideration for the purchase of the entire issued and to be issued
share capital of Fluormin, Vanoil will issue an aggregate of:
-- 45,000,000 Vanoil Shares, based upon a price of US$0.60 per Vanoil
Share;
-- 31,973,667 CAN$1.00 Warrants, entitling the holder to subscribe for
one Vanoil Share at any time during the two year period immediately
following the Acquisition; and
-- 6,500,000 CAN$0.75 Warrants, entitling the holder to subscribe for
one Vanoil Share at any time prior to 13 March 2014.
-- Based upon Fluormin's existing share capital, for each Fluormin Share
held, Fluormin Shareholders will be entitled to receive 0.806 new Vanoil
Shares and be issued with 0.572 CAN$1.00 Warrants and 0.116 CAN$0.75
Warrants.
-- Outside the terms of the Scheme, Fluormin Optionholders will each be
entitled to receive, in respect of the cancellation of their Fluormin
Options, 0.5 CAN$1.00 Warrants (each whole warrant exercisable at any
time during the two year period immediately following the Acquisition)
in respect of each Fluormin Share over which they have a Fluormin
Option. The total number of CAN$1.00 Warrants granted pursuant to this
is 1,776,333.
-- Vanoil is a TSXV-listed oil and gas company with a diversified portfolio
of assets in East Africa. Its focus is on highly prospective basins,
adjacent to the acreage of, or endorsed by, major exploration players.
Vanoil's onshore Kenya acreage, containing in excess of 900 million
barrels of oil equivalent ("boe") of prospective recoverable mean
unrisked resources, lies in the same Anza basin as Block 10a where
Africa Oil Plc recently announced a light hydrocarbon discovery in the
Lower Cretaceous interval. Vanoil also has the exclusive right to
negotiate a production sharing contract with the Republic of Rwanda
covering 1,631 square kilometres of oil and gas concessions in the
northwestern part of the Republic of Rwanda, better known as "East Kivu
Graben", which is in the same East African Rift system where Heritage
Oil plc and Tullow Oil Plc discovered significant reserves.
-- As announced by Vanoil on 26 November 2012, Vanoil is also in the
process of acquiring Avana Petroleum Limited ("Avana") which, through
its wholly owned subsidiary, is seeking to perfect title in a 10 per
cent. interest in a offshore Kenya Block L9 adjacent to the assets of BG
Group, Anadarko Petroleum Corporation, Apache Corporation, PTT Public
Company Limited and Total E&P Limited. Avana currently has a 25 per
cent. interest in Seychelles offshore oil assets operated by Afren plc.
As at the date of this Announcement there can be no certainty that the
proposed acquisition of the entire issued share capital of Avana will
complete or that title to Block L9 will be perfected.
-- The Acquisition is expected to deliver financial and operational
synergies of a potentially transformational nature for both Fluormin and
Vanoil. It will permit Fluormin's shareholders to exit their current
shareholding, whilst also assisting with an orderly disposal of
Fluormin's assets in conjunction with Vanoil's network and expertise.
The Acquisition also introduces Vanoil to Fluormin's international
investor base, whose support will be highly valuable to Vanoil and its
enlarged group in the future.
-- James Passin (the Chairman of Fluormin and Chairman of Vanoil) is not
regarded as an Independent Fluormin Director, or an Independent Vanoil
Director, due to the related party arrangements relating to the
Acquisition described in Section 6 below.
-- There are currently 55,865,722 Fluormin Shares in issue and Fluormin
Options over a total of 3,552,666 Fluormin Shares.
-- There are currently 59,173,161 Vanoil Shares in issue and 18,224,594
warrants in issue and options have been granted over a total of
7,100,000 Vanoil Shares. In the event that the Avana Acquisition is
concluded, the enlarged issued share capital (assuming all conditions to
the payment of further consideration under the Avana Acquisition are
met) will comprise approximately 84,173,161 Vanoil Shares in issue with
a further approximately 5,000,000 CAN$1.00 Warrants having been granted.
-- As noted above, James Passin is Chairman of Fluormin and is Chairman of
Vanoil. In addition, Mr Passin is a principal of the manager of the
Firebird Funds, and has control or direction over 22,916,876 Vanoil
Shares and 35,606,693 Fluormin Shares held by the Firebird Funds. Mr
Passin also personally holds 500,000 Vanoil Shares (representing an
aggregate control, direction or holding over approximately 50 per cent.
of the approximately 104,173,161 then issued share capital of Vanoil on
the conclusion of the Acquisition and approximately 40.3 per cent. of
the approximately 129,173,161 then issued share capital of Vanoil in the
event that the Avana Acquisition is also concluded (and assuming all
conditions to the payment of further consideration under the Avana
Acquisition are met).
-- Were it to proceed, it is intended that the Acquisition will be
implemented by way of Fluormin proceeding with a Court-sanctioned scheme
of arrangement under Part 26 of the Companies Act 2006. However, Vanoil
(with the consent of the Company) could make an offer to Fluormin
Shareholders by way of a Takeover Offer rather than pursuing the scheme
of arrangement detailed in this Announcement.
-- The Acquisition would be conditional on the conditions set out in
Appendix I to this Announcement, including the passing of the Scheme
Resolutions required to implement the Scheme by Scheme Shareholders at
the Court Meeting and by Fluormin Shareholders at the General Meeting,
and the sanction of the Court.
Vanoil will make a further announcement once a definitive response is received
from the Independent Fluormin Directors as to whether they recommend the
Acquisition.
The Acquisition, were it to proceed, is subject to TSX-V approval.
Cautionary Statement
By definition of the COGE Handbook - "Undiscovered resources are those
quantities of oil and gas estimated on a given date to be contained in
accumulations yet to be discovered." Further the Handbook states - Caution (per
NI 51-101/5.9(2)(v)(B)) - "There is no certainty that any portion of the
resources will be discovered. If discovered, there is no certainty that it will
be commercially viable to produce any portion of the resources."
None of the US Securities and Exchange Commission, any US state securities
commission or any other US regulatory authority has passed comment upon or
endorsed the merits of the potential Acquisition or the accuracy, adequacy or
completeness of this communication. Any representation to the contrary may be a
criminal offence.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term
is defined in the policies of the TSX Venture Exchange) accepts responsibility
for the adequacy or accuracy of this release.
This Announcement is for information purposes only and does not constitute an
offer to sell or an invitation to purchase any securities or the solicitation of
an offer to buy any securities, pursuant to the Acquisition or otherwise. The
Acquisition, if recommended by the Independent Fluormin Directors, will be made
solely by means of a Scheme Document, which will contain the full terms and
conditions of the Acquisition, including details of how the Acquisition can be
approved and completed, and the conditions set out in Appendix I to this
announcement. Certain terms used in this Announcement are defined in Appendix II
to this announcement.
Fluormin is not currently subject to the jurisdiction of the Panel on Takeovers
and Mergers. Accordingly, the Acquisition will not be subject to the City Code
on Takeovers and Mergers.
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law. Persons who are not resident in the
United Kingdom or who are subject to other jurisdictions should inform
themselves of, and observe, any applicable requirements.
Unless otherwise determined by Vanoil and permitted by applicable law and
regulation, the proposal relating to the Acquisition will not be made, directly
or indirectly, in, into or from a Restricted Jurisdiction where to do so would
violate the laws in that jurisdiction. Accordingly, all documents relating to
the Acquisition are not being, and must not be, directly or indirectly, mailed
or otherwise forwarded, distributed or sent in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that jurisdiction, and
persons receiving documents relating to the Acquisition (including custodians,
nominees and trustees) must not mail or otherwise distribute or send them in,
into or from such jurisdictions.
If the Acquisition is recommended by the Independent Fluormin Directors, the
rights of Fluormin Shareholders who are not resident in the United Kingdom in
connection with the Acquisition may be affected by the laws of the relevant
jurisdictions in which they are resident. In such circumstances persons who are
not resident in the United Kingdom should inform themselves of, and observe, any
applicable requirements.
If you are a resident of the United States, please read the following:
In accordance with normal UK market practice, Vanoil, or its nominees, or its
brokers (acting as agents) may from time to time make certain purchases of, or
arrangements to purchase, Fluormin Shares, other than pursuant to the
Acquisition. These purchases may occur either in the open market at prevailing
prices or in private transactions at negotiated prices. Any information about
such purchases will be disclosed as required in the United Kingdom.
Forward Looking Statements
This announcement contains statements about Vanoil and Fluormin that are or may
be forward looking statements. All statements other than statements of
historical facts included in this announcement may be forward looking
statements. Without limitation, any statements preceded or followed by or that
include the words "targets", "plans", "believes", "expects", "aims", "intends",
"will", "may", "anticipates", "estimates", "projects" or words or terms of
similar substance or the negative thereof, are forward looking statements.
Forward looking statements include statements relating to the following: (i)
future capital expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy, losses and
future prospects; (ii) business and management strategies and the expansion and
growth of Vanoil's or Fluormin's operations and potential synergies resulting
from the Acquisition; and (iii) the effects of government regulation on Vanoil's
or Fluormin's business.
Such forward looking statements involve risks and uncertainties that could
significantly affect expected results and are based on certain key assumptions.
Many factors could cause actual results to differ materially from those
projected or implied in any forward looking statements. Due to such
uncertainties and risks, readers are cautioned not to place undue reliance on
such forward looking statements, which speak only as of the date hereof. Vanoil
disclaims any obligation to update any forward looking or other statements
contained herein, except as required by applicable law.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM UNITED STATES, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
THIS ANNOUNCEMENT DOES NOT REPRESENT AN OFFER TO ACQUIRE THE ISSUED SHARE
CAPITAL OF FLUORMIN PLC. THERE CAN BE NO CERTAINTY THAT AN OFFER WILL ULTIMATELY
BE MADE.
15 March 2013
NOTIFICATION OF THE INTENTION
OF
VANOIL ENERGY LTD.
("Vanoil")
TO ACQUIRE
FLUORMIN PLC
("Fluormin" or the "Company")
1. Introduction
The Independent Vanoil Directors are pleased to announce that they have notified
the Independent Fluormin Directors that Vanoil (or a wholly owned subsidiary of
Vanoil) wishes to acquire the entire issued and to be issued ordinary share
capital of Fluormin (the "Acquisition") subject to the Acquisition being
recommended by the Independent Fluormin Directors. In response, the Independent
Fluormin Directors have notified the Independent Vanoil Directors that they will
formally respond to this proposal once they have received detailed advice from
the Company's professional advisers, but that subject to any material concerns
raised during that analysis, the Independent Fluormin Directors are minded to
recommend the Acquisition to the Fluormin Shareholders.
The Acquisition, if finally recommended by the Independent Fluormin Directors,
is intended to be made in accordance with the terms of this Announcement and is
intended to be conducted by way of a Court-sanctioned scheme of arrangement
pursuant to Part 26 of the Companies Act 2006.
2. The Acquisition
Subject to the Acquisition being finally recommended by the Independent Fluormin
Directors, under the Acquisition, which would be subject to the conditions set
out in Appendix I (which would be set out in the Scheme Document), Fluormin
Shareholders will be entitled to receive, based upon Fluormin's current existing
share capital:
For each Fluormin Share 0.806 Vanoil Shares; 0.572 CAN$1.00 Warrants;
and 0.116 CAN$0.75 Warrants
Each CAN$1.00 Warrant, if exercised, entitles the holder to subscribe for one
Vanoil Share at any time during the two year period immediately following the
Acquisition and each CAN$0.75 Warrant, if exercised, entitles the holder to
subscribe for one Vanoil Share, at any time prior to 13 March 2014.
Outside the terms of the Scheme, Fluormin Optionholders will each be entitled to
receive, in respect of the cancellation of their Fluormin Options, 0.5 CAN$1.00
Warrants (exercisable at any time during the two year period immediately
following the Acquisition) in respect of each Fluormin Share over which they
have a Fluormin Option.
It is proposed that the Acquisition will be achieved by the cancellation of the
Scheme Shares held by Scheme Shareholders (pursuant to the Capital Reduction)
and the application of the reserve arising from such cancellation in paying up
in full new Fluormin shares which have an aggregate nominal value and share
premium value equal to the aggregate nominal value of the Scheme Shares
cancelled and issuing the same to Vanoil (or a wholly owned subsidiary of
Vanoil). Scheme Shareholders would then receive the consideration referred to
above.
3. Reasons for the Acquisition
The Acquisition, if completed, is expected to deliver financial and operational
synergies of a potentially transformational nature for both Fluormin and Vanoil.
It will permit Fluormin's shareholders to exit their current shareholding,
whilst also assisting with an orderly disposal of Fluormin's assets in
conjunction with Vanoil's network and expertise. The loan of US$5 million to
Vanoil (referred to in more detail below) will, once advanced, provide an
immediate source of cash for Vanoil to meet its current working capital
requirements, while the additional cash to be realised from the balance of
Fluormin's assets, will provide the near-term financial flexibility necessary
for Vanoil to proceed with its ambitious drilling and seismic programmes. The
Acquisition also introduces Vanoil to Fluormin's international investor base
whose support will be highly valuable to Vanoil and its enlarged group in the
future.
4. Shares in issue
There are currently 55,865,722 Fluormin Shares in issue and Fluormin Options
over a total of 3,552,666 Fluormin Shares.
There are currently 59,173,161 Vanoil Shares in issue and 18,224,594 warrants in
issue and options have been granted over a total of 7,100,000 Vanoil Shares.
5. Information on Vanoil
Vanoil is a TSXV-listed oil and gas company with a diversified portfolio of
assets in East Africa. Its focus is on highly prospective basins, adjacent to
the acreage of, or endorsed by, major exploration players. Vanoil's onshore
Kenya acreage, containing in excess of 900 million barrel of oil equivalent
("boe") of recoverable mean unrisked prospective resources, lies in the same
Anza basin as Block 10a where Africa Oil Plc recently announced a light
hydrocarbon discovery in the Lower Cretaceous interval. Vanoil also has the
exclusive right to negotiate a production sharing contract with the Republic of
Rwanda covering 1,631 square kilometres of oil and gas concessions in the
northwestern part of the Republic of Rwanda, better known as "East Kivu Graben",
which is in the same East African Rift system where Heritage Oil plc and Tullow
oil plc discovered significant reserves.
As announced by Vanoil on 26 November 2012, Vanoil is also in the process of
acquiring Avana Petroleum Limited ("Avana") which, through its wholly owned
subsidiary is seeking to perfect title in a 10 % interest in offshore Kenya
Block L9 adjacent to the assets of BG Group, Anadarko Petroleum Corporation,
Apache Corporation, PTT Public Company Limited and Total E&P Limited. Avana
currently has a 25% interest in Seychelles offshore oil assets operated by Afren
plc. As at the date of this Announcement there can be no certainty that the
proposed acquisition of the entire issued share capital of Avana will complete
or that title to Block L9 will be perfected.
6. Related Party aspects
James Passin (the Chairman of Fluormin and Chairman of Vanoil) is not regarded
as an Independent Fluormin Director, or an Independent Vanoil Director, as he is
a principal of the manager of the Firebird Funds, significant shareholders of
both Fluormin and Vanoil, and has control or direction over, 22,916,876 Vanoil
Shares and 35,606,693 Fluormin Shares held by the Firebird Funds. Mr Passin also
personally holds 500,000 Vanoil Shares (representing an aggregate control,
direction or holding over approximately 50 per cent. of the approximately
104,173,161 then issued share capital of Vanoil on the conclusion of the
Acquisition and 40.3 per cent. of the approximately 129,173,161 then issued
share capital of Vanoil in the event that the Avana Acquisition is also
concluded (and all conditions to the payment of further consideration under the
Avana Acquisition are met assuming).
7. Information on Fluormin
The Company was admitted to the AIM market on 15 September 2011 when it acquired
substantial stakes in several fluorspar assets; namely a controlling interest in
a producing mine at Witkop, the Republic of South Africa, through its now wholly
owned subsidiary Sallies Limited and a 20 per cent. interest in an entity called
Kenya Fluorspar Company Limited ("KFC"). The period following admission to AIM
was challenging on many levels. The Company's Witkop mine faced operational and
cost pressures, whilst on a global level the Fluormin Group faced a substantial
decline in the price of fluorspar. The Company has been active in addressing
these issues, with successful plant modifications and improved mining methods
resulting in substantial cost reductions during the period. Despite these
efforts the prevailing fluorspar price fell below current operating costs.
Consequently and in light of the current economic environment it was concluded
that the only defensible strategy for the Fluormin Group was to place the mine
on care and maintenance. In March 2012 and in light of the global economic
pressures, the Fluormin Group disposed of its 20 per cent. interest in KFC for
GBP 8.5 million (US$14 million), realising a profit of approximately GBP 7.1
million (US$10.7 million).
8. Fluormin Loan
It is a condition of Vanoil proceeding with the Acquisition that Fluormin (or a
subsidiary) makes a loan of US$5 million to Vanoil for general corporate
purposes. Pursuant to the loan agreement entered into today between Fluormin's
wholly owned subsidiary, Kenya Fluormin (BVI) Holdings Limited ("KFH") and
Vanoil, KFH has agreed, subject to certain conditions, to advance Vanoil US$5
million. The parties anticipate the conditions being satisfied and the loan
advanced in the near future.
As security for the loan, KFH and Vanoil have also entered into a general
security agreement, pursuant to which, Vanoil, has charged its assets (excluding
the interests of Vanoil and its group in Blocks 3A and 3B in Eastern Kenya and
its exclusive right to negotiate a production sharing contract with the Republic
of Rwanda (covering 1,631 square kilometres of oil and gas concessions in the
northwestern part of the Republic of Rwanda, better known as "East Kivu
Graben"), as well as the interests in Kenya, Seychelles and the Republic of
Madagascar which may be acquired by Vanoil in the event that the Avana
Acquisition is also concluded, as well as such other participating interests in
oil and gas concessions which are acquired by Vanoil or its group during the
term of the loan). The loan is to be used by Vanoil for general corporate
purposes.
Interest on the loan is charged at 8 per cent. per annum and is payable at the
end of each period of six months commencing from the date of the loan agreement
until the mandatory repayment date, being 13 March 2014.
In the event that the Acquisition does not complete, the interest rate on the
loan will increase to 12 per cent. per annum and the principal will be repayable
as to US$2.5 million by 12 September 2013 and as to the balance on 13 March
2014.
In the event that the Acquisition does not complete, or if there has been a
change of control of Vanoil during the term of the loan agreement, KFH shall be
entitled to convert all or any portion of the principal amount of the loan to be
repaid or prepaid pursuant to the loan agreement into units of Vanoil having a
price of CAD$0.75 per unit, with each unit comprising 1 Vanoil Share and 0.2375
of a Warrant (each whole Warrant entitling the holder to purchase 1 additional
Vanoil Share at CAD$0.75 on or before 13 March 2014).
9. Scheme of arrangement
It is intended that the Acquisition would be implemented by means of a
Court-sanctioned scheme of arrangement between Fluormin and its shareholders
under Part 26 of the Companies Act 2006. The Scheme would involve an application
by Fluormin to the Court to sanction the Scheme and to confirm the cancellation
of all the Scheme Shares, in consideration for which Scheme Shareholders would
receive consideration in accordance with the terms of the Acquisition. It would
also be intended as part of the Scheme to effect the Capital Reduction.
The Scheme would be subject to the Conditions and certain further terms referred
to in Appendix I to this Announcement, and to be included in the Scheme
Document. The Code does not apply to the Scheme Document, the Acquisition or the
Scheme. As such the rules of the Code, including in particular Rules 2.7 and
13.4, which would, if the Code applied, restrict the ability of Vanoil not to
proceed with the Acquisition or the Scheme or to invoke a Condition or fail to
waive a Condition, would not apply.
In particular, to become effective, the Scheme would require the approval of
each class of the Scheme Shareholders by a majority in number present and voting
at the Scheme Meeting, either in person or by proxy, representing in respect of
each class not less than 75 per cent. in value of the Scheme Shares which are
voted at the Scheme Meeting (or any adjournment thereof).
As at the date of this Announcement, Vanoil does not own any Fluormin Shares.
In addition, to become effective, the Scheme would also require the passing at
the General Meeting of certain resolutions which are necessary to implement the
Scheme. These resolutions are in respect of, among others:-
-- the cancellation of existing Scheme Shares and the approval of the issue
of new ordinary shares in Fluormin to Vanoil (and/or its nominee(s)) in
accordance with the Scheme; and
-- the amendment of Fluormin's articles of association to ensure that the
Fluormin Shares issued under the Share Plans following the Scheme
becoming effective be automatically transferred to Vanoil on the same
terms as under the Scheme.
These resolutions would require the approval of Fluormin Shareholders
representing at least 75 per cent. of the votes cast (either in person or by
proxy) at the General Meeting which would be held immediately after the Scheme
Meeting.
Following the Scheme Meeting and the General Meeting, the Scheme must be
sanctioned and the Capital Reduction confirmed by the Court, and would only
become effective on delivery to the Registrar of Companies of a copy of the
Court Order, together with the statement of capital attached to it.
Upon the Scheme becoming effective, it would be binding on all Scheme
Shareholders, irrespective of whether or not they attended or voted at the Court
Meeting or the General Meeting.
The Scheme Document would include full details of the Scheme, together with
notices of the Court Meeting and the General Meeting and the expected timetable,
and would specify the action to be taken by Scheme Shareholders.
If the Acquisition is finally recommended to the Fluormin Shareholders by the
Independent Fluormin Directors then Vanoil may, with the consent of the Company,
make an offer to Shareholders by way of a Takeover Offer for the entire issued
share capital of Vanoil rather than pursuing the scheme of arrangement detailed
in this Announcement. Any such Takeover Offer would be subject to an acceptance
condition of Vanoil having acquired (whether pursuant to the Takeover Offer or
otherwise) such percentage (being more than 50 per cent.) of the Fluormin
Shares, as Vanoil may decide, having consulted with Fluormin, and will otherwise
be implemented on the same terms (subject to appropriate amendments) including
the price, so far as applicable, as those which would apply to the Scheme and in
compliance with applicable laws and regulations.
10. Acquisition conditions and termination rights
The Acquisition would be conditional upon certain conditions being satisfied, as
set out in paragraph 1 of Appendix I and subject to the rights of termination as
set out in paragraph 2 of Appendix II.
11. Delisting, cancellation of trading and re-registration
In the event that the Scheme becomes effective, Vanoil intends to procure that
Fluormin cancels admission to trading in Fluormin Shares on AIM.
It is anticipated that cancellation of admission of Fluormin's shares to trading
on AIM would take effect on or shortly after the date that the Scheme becomes
effective.
Simultaneous with the cancellation of admission of Fluormin's shares to trading
on AIM, Fluormin is likely to be re-registered as a private company.
12. General
Vanoil will make a further announcement once a definitive response is received
from the Independent Fluormin Directors as to whether they will recommend the
Acquisition.
The Acquisition if it proceeds is intended to be made on the terms and subject
to the Conditions and further terms set out herein and in Appendix I to this
Announcement and to be set out in the Scheme Document. Certain terms used in
this Announcement are defined in Appendix II to this announcement.
This Announcement is for information purposes only and does not constitute an
offer to sell or an invitation to purchase any securities or the solicitation of
an offer to buy any securities, pursuant to the Acquisition or otherwise.
This Announcement has been prepared for the purpose of complying with English
law 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.
Fluormin is not currently subject to the jurisdiction of the Panel on Takeovers
and Mergers. Accordingly, the Acquisition will not be subject to the Code.
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law. Persons who are not resident in the
United Kingdom or who are subject to other jurisdictions should inform
themselves of, and observe, any applicable requirements.
None of the US Securities and Exchange Commission, any US state securities
commission or any other US regulatory authority has passed comment upon or
endorsed the merits of the potential Acquisition or the accuracy, adequacy or
completeness of this communication. Any representation to the contrary may be a
criminal offence.
Unless otherwise determined by Vanoil and permitted by applicable law and
regulation, the proposal relating to the Acquisition will not be made, directly
or indirectly, in, into or from a Restricted Jurisdiction where to do so would
violate the laws in that jurisdiction. Accordingly, copies of this Announcement
and all documents relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from a Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction, and persons receiving this announcement and all documents
relating to the Acquisition (including custodians, nominees and trustees) must
not mail or otherwise distribute or send them in, into or from such
jurisdictions as doing so may invalidate the Acquisition.
The rights of Fluormin Shareholders who are not resident in the United Kingdom
in connection with the Acquisition may be affected by the laws of the relevant
jurisdictions in which they are resident. Persons who are not resident in the
United Kingdom should inform themselves of, and observe, any applicable
requirements.
If you are a resident of the United States, please read the following:
In accordance with normal UK market practice, Vanoil, or its nominees, or its
brokers (acting as agents) may from time to time make certain purchase of, or
arrangements to purchase, Fluormin Shares, other than pursuant to the
Acquisition. These purchases may occur either in the open market at prevailing
prices or in private transactions at negotiated prices. Any information about
such purchases will be disclosed as required in the United Kingdom.
The Acquisition would be subject to the applicable requirements of the London
Stock Exchange, the TSX-V and the Financial Services Authority (or its
successor).
Forward looking statements
This Announcement contains statements about Vanoil and Fluormin that are or may
be forward looking statements. All statements other than statements of
historical facts included in this announcement may be forward looking
statements. Without limitation, any statements preceded or followed by or that
include the words "targets", "plans", "believes", "expects", "aims", "intends",
"will", "may", "anticipates", "estimates", "projects" or words or terms of
similar substance or the negative thereof, are forward looking statements.
Forward looking statements include statements relating to the following: (i)
future capital expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy, losses and
future prospects; (ii) business and management strategies and the expansion and
growth of Vanoil's or Fluormin's operations and potential synergies resulting
from the Acquisition; and (iii) the effects of government regulation on Vanoil's
or Fluormin's business.
Such forward looking statements involve risks and uncertainties that could
significantly affect expected results and are based on certain key assumptions.
Many factors could cause actual results to differ materially from those
projected or implied in any forward looking statements. Due to such
uncertainties and risks, readers are cautioned not to place undue reliance on
such forward looking statements, which speak only as of the date hereof. Vanoil
disclaims any obligation to update any forward looking or other statements
contained herein, except as required by applicable law.
Cautionary Statement
By definition of the COGE Handbook - "Undiscovered resources are those
quantities of oil and gas estimated on a given date to be contained in
accumulations yet to be discovered." Further the Handbook states - Caution (per
NI 51-101/5.9(2)(v)(B)) - "There is no certainty that any portion of the
resources will be discovered. If discovered, there is no certainty that it will
be commercially viable to produce any portion of the resources."
TSX-V disclaimer
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term
is defined in the policies of the TSX Venture Exchange) accepts responsibility
for the adequacy or accuracy of this release.
APPENDIX I
CONDITIONS OF THE ACQUISITION AND TERMINATION RIGHTS
1. The Acquisition conditions
1.1 The Acquisition, which will be made by the Vanoil or a wholly owned
subsidiary of Vanoil, will be governed by English law and subject
to the jurisdiction of the English courts. The Acquisition will be
subject to the following conditions:
1.1.1 with regard to the Scheme:
1.1.2 the approval of the Scheme by a majority in number
representing not less than three fourths in value of the
Scheme Shareholders (or the relevant class or classes
thereof, if applicable) who are on the register of members
of the Company at the Scheme Voting Record Time, present and
voting, whether in person or by proxy, at the Court Meeting
and any separate class meeting which may be required by the
Court or any adjournment thereof;
1.1.3 the resolutions required to approve and implement the Scheme
being duly passed at the General Meeting (or any adjournment
thereof); and
1.1.4 the sanction of the Scheme and the confirmation of the
Capital Reduction by the Court (in either case with or
without modification (but subject to any such modification
being acceptable to Vanoil and the Company)), office copies
of the Court Order and of a statement of capital being
delivered to the Registrar of Companies and, if the Court so
orders for the Scheme to become effective, registration of
the Court Order confirming the Capital Reduction with the
Registrar of Companies; and
1.2 the approval of the terms of the Acquisition by a majority of the
minority approval by the holders of shares in the capital of
Vanoil;
1.3 the TSXV agreeing or confirming its decision to list the New Vanoil
Shares for trading on the TSXV subject only to (i) the allotment of
such shares and/or (ii) the Acquisition becoming effective and/or
(iii) other customary requirements;
1.4 all necessary material notifications and filings having been made
in connection with the Acquisition and all statutory and regulatory
obligations in connection with the Acquisition in any relevant
jurisdiction having been complied with in respect of the
Acquisition and, except pursuant to Part 26, Chapter 3 of the
Companies 2006 Act, all necessary material consents for the
Acquisition having been obtained from all appropriate third
parties, and all such authorisations or consents remaining in full
force and effect at the time at which the Court sanctions the
Scheme and confirms the Capital Reduction;
1.5 the Fluormin Group owning the full legal and beneficial title to
its assets, free from all Encumbrances;
1.6 save as Disclosed and in respect of any security granted in
connection with the Loan Agreement, the Vanoil Group owning the
full legal and beneficial title to its assets, free from all
Encumbrances;
1.7 save as Disclosed, no Governmental Body, customer, supplier, or
financial institution having taken any step that would make the
Acquisition void, unenforceable or illegal, or restrict, prohibit
or delay to a material extent or otherwise materially interfere
with the implementation of, or impose material additional
conditions or obligations with respect to the Acquisition, or
otherwise materially challenge or require material amendment of,
the Acquisition. For the avoidance of doubt this Condition 1.7
relates to the ability of Vanoil to acquire the Scheme Shares and
it shall not be possible for this Condition 1.7 to be invoked as a
result of any adverse effect on, or with respect to, the business,
results of operation or financial condition of the Fluormin Group;
1.8 save as Disclosed, there being no provision of any arrangement,
agreement, lease, licence, permit or other instrument to which any
member of the Fluormin Group is a party or by or to which any such
member or any of its assets is or may be bound or is subject, or
may in the future be subject, which as a consequence of the
Acquisition, or because of a change in the control or management of
any member of the Fluormin Group or otherwise, would result in, a
Material Adverse Event;
1.9 save as Disclosed, no member of the Fluormin Group having since the
Acquisition Confirmation Date:
1.9.1 save always in connection with the incorporation of any
company as members of the Fluormin Group, issued or agreed
to issue, authorised, proposed, or announced its intention
to authorise or propose, the issue of additional shares of
any class, or securities convertible into, or exchangeable
for, or rights, warrants or options to subscribe for or
acquire, any such shares or convertible securities save for
the issue of Scheme Shares pursuant to or in connection with
the exercise or vesting of options or awards granted under,
or the grant of options or awards under, the Fluormin Option
Plans, such grants or awards having been disclosed to Vanoil
prior to the date of the Acquisition Confirmation Date;
1.9.2 save in respect of transactions between members of the
Fluormin Group, recommended, declared, paid or made or
proposed to recommend, declare, pay or make any bonus issue,
dividend or other distribution whether payable in cash or
otherwise;
1.9.3 other than pursuant to the implementation of the Acquisition
(and save for transactions in the ordinary course of
business or in respect of transactions between members of
the Fluormin Group) implemented, effected or authorised any
merger, demerger, reconstruction, amalgamation, scheme of
arrangement, commitment or acquisition or disposal of assets
or shares (or the equivalent thereof) or assumption of
liabilities in any undertaking or undertakings or any change
in its share or loan capital (save for the issue of Scheme
Shares on the exercise or vesting of options or awards
granted before the date of this announcement under the
Fluormin Option Plans) which has resulted in a Material
Adverse Event occurring;
1.9.4 transferred, created or triggered the enforcement of any
mortgage, charge or other security interest over the whole
or any part of the business, property or assets of any
member of the Fluormin Group (whenever arising or having
arisen) or authorised, proposed or announced any intention
to do so;
1.9.5 issued, authorised or proposed or announced an intention to
authorise or propose, the issue of any debentures or (save
for transactions between the Company and its wholly owned
subsidiaries or transactions under existing credit
arrangements or in the ordinary course of business of the
Fluormin Group) incurred any indebtedness or contingent
liability;
1.9.6 entered into or varied to a material extent or authorised
the terms of, or make any offer (which remains open for
acceptance) to enter into or vary to a material extent the
terms of, any service agreement with any director of any
member of the Fluormin Group;
1.9.7 agreed to provide or modified the terms of any share plan,
incentive scheme or, to the extent not de minimis in nature
and within the ordinary course of business, other benefit
relating to the employment or termination of employment of
any person employed by the Fluormin Group;
1.9.8 purchased, redeemed or repaid or announced a proposal to
purchase, redeem or repay any of its own shares or other
securities (or the equivalent) or reduced or made any other
change to or proposed the reduction or other change to any
part of its share capital; or
1.9.9 taken any corporate action or had any proceedings initiated
by any court against it for its winding-up (voluntary or
otherwise), dissolution or reorganisation or for the
appointment of a receiver, administrator, administrative
receiver, trustee or similar officer of all or any material
part of its assets or revenues or any analogous proceedings
in any jurisdiction or appointed any analogous person in any
jurisdiction;
or having entered into any agreement or commitment to effect
any of the transactions, matters or events referred to in
this paragraph 1.9;
1.10 save as Disclosed, no member of the Vanoil Group having since
Acquisition Confirmation Date:
1.10.1 save always in connection with the incorporation of any
company as members of the Vanoil Group, issued or agreed to
issue, authorised, proposed, or announced its intention to
authorise or propose, the issue of additional shares of any
class, or securities convertible into, or exchangeable for,
or rights, warrants or options to subscribe for or acquire,
any such shares or convertible securities pursuant to or in
connection with the exercise or vesting of options or awards
granted under, or the grant of options or awards under, any
share option plan of the Vanoil Group, such grants or awards
having been disclosed to the Company prior to the date of
the Acquisition Confirmation Date;
1.10.2 save in respect of transactions between members of the
Vanoil Group, recommended, declared, paid or made or
proposed to recommend, declare, pay or make any bonus issue,
dividend or other distribution whether payable in cash or
otherwise;
1.10.3 other than pursuant to the implementation of the Acquisition
(and save for transactions in the ordinary course of
business or in respect of transactions between members of
the Fluormin Group) implemented, effected or authorised any
merger, demerger, reconstruction, amalgamation, scheme of
arrangement, commitment or acquisition or disposal of assets
or shares (or the equivalent thereof) or assumption of
liabilities in any undertaking or undertakings or any change
in its share or loan capital which has resulted in a
Material Adverse Event occurring;
1.10.4 transferred, created or triggered the enforcement of any
mortgage, charge or other security interest over the whole
or any part of the business, property or assets of any
member of the Vanoil Group (whenever arising or having
arisen) or authorised, proposed or announced any intention
to do so;
1.10.5 issued, authorised or proposed or announced an intention to
authorise or propose, the issue of any debentures or (save
for transactions between the Vanoil and its wholly owned
subsidiaries or transactions under existing credit
arrangements or in the ordinary course of business of the
Vanoil Group) incurred any indebtedness or contingent
liability;
1.10.6 entered into or varied to a material extent or authorised
the terms of, or make any offer (which remains open for
acceptance) to enter into or vary to a material extent the
terms of, any service agreement with any director of any
member of the Vanoil Group;
1.10.7 agreed to provide or modified the terms of any share plan,
incentive scheme or, to the extent not de minimis in nature
and within the ordinary course of business, other benefit
relating to the employment or termination of employment of
any person employed by the Vanoil Group;
1.10.8 purchased, redeemed or repaid or announced a proposal to
purchase, redeem or repay any of its own shares or other
securities (or the equivalent) or reduced or made any other
change to or proposed the reduction or other change to any
part of its share capital; or
1.10.9 Vanoil or any relevant member of its Group having taken any
corporate action or had any proceedings initiated by any
court against it for its winding-up (voluntary or
otherwise), dissolution or reorganisation or for the
appointment of a receiver, administrator, administrative
receiver, trustee or similar officer of all or any material
part of its assets or revenues or any analogous proceedings
in any jurisdiction or appointed any analogous person in any
jurisdiction;
or having entered into any agreement or commitment to effect
any of the transactions, matters or events referred to in
this paragraph 1.10;
1.11 save as Disclosed:
1.11.1 since the Acquisition Confirmation Date, no litigation,
arbitration proceedings, prosecution or other legal
proceedings (including, for this purpose, any Governmental
Body, regulatory or similar investigation or enquiry) (a
"Company Proceeding") having been announced or instituted by
or against or remaining outstanding against or in respect of
any member of the Fluormin Group which is or would
reasonably be expected to be a Material Adverse Event and no
executive officer of the Fluormin Group having received a
written notice from any third party that any such
proceedings are pending or threatened, and for the avoidance
of doubt any legal proceeding shall only be considered
"announced or instituted" for the purposes of this Condition
1.11.1 if (i) a filing or delivery of notice of a Company
Proceeding is made with any court, tribunal, panel or other
arbitration body, or (ii) a public announcement regarding a
government investigation is made by any Governmental Body or
(iii) written notice of a Company Proceeding has been
received by a member of the Fluormin Group;
1.11.2 there being no behaviour of a director, officer or employee
of the Fluormin Group that could reasonably be considered to
be fraud or wilful misconduct and which is or would
reasonably be expected to be a Material Adverse Event;
1.12 save as Disclosed:
1.12.1 since the Acquisition Confirmation Date, no litigation,
arbitration proceedings, prosecution or other legal
proceedings (including, for this purpose, any Governmental
Body, regulatory or similar investigation or enquiry) (a
"Vanoil Proceeding") having been announced or instituted by
or against or remaining outstanding against or in respect of
any member of the Vanoil Group which is or would reasonably
be expected to be a Material Adverse Event and no executive
officer of the Vanoil Group having received a written notice
from any third party that any such proceedings are pending
or threatened, and for the avoidance of doubt any legal
proceeding shall only be considered "announced or
instituted" for the purposes of this Condition 1.12.1 if (i)
a filing or delivery of notice of a Vanoil Proceeding is
made with any court, tribunal, panel or other arbitration
body, or (ii) a public announcement regarding a government
investigation is made by any Governmental Body or (iii)
written notice of a Vanoil Proceeding has been received by a
member of the Vanoil Group;
1.12.2 there being no behaviour of a director, officer or employee
of the Vanoil Group Company that could reasonably be
considered to be fraud or wilful misconduct and which is or
would reasonably be expected to be a Material Adverse Event;
1.13 Vanoil not having discovered after the date of this Agreement that
any financial, business or other information concerning the
Fluormin Group as contained in the information Disclosed which is
material in the context of the Acquisition, was, at the time
Disclosed, misleading or contained any misrepresentation of fact or
omitted to state a fact necessary to make any information contained
therein not misleading at the time Disclosed, in each case to an
extent which results in a Material Adverse Event occurring;
1.14 the Company not having discovered after the date of this Agreement
that any financial, business or other information concerning the
Vanoil Group as contained in the information Disclosed which is
material in the context of the Acquisition, was, at the time
Disclosed, misleading or contained any misrepresentation of fact or
omitted to state a fact necessary to make any information contained
therein not misleading at the time Disclosed, in each case to an
extent which results in a Material Adverse Event occurring;
1.15 Vanoil having concluded the Avana Acquisition on the terms
previously Disclosed to the Company;
1.16 a transfer agreement in substantially the same form as the draft in
the agreed form being entered into between Dominion Petroleum Kenya
Limited and Avana Petroleum Kenya Limited in relation to the
assignment to Avana Petroleum Limited of a 10 per cent. Interest in
Kenyan offshore exploration Block L9;
1.17 the Company (or its subsidiary) having transferred the sum of US$5
million to Vanoil pursuant to the terms of the Loan Agreement and
no event of default having arisen under the Loan Agreement, or if
an event of default has arisen then the Company (or its subsidiary
as the case may be) has irrevocably confirmed in writing to Vanoil
that it waives all its rights in respect of such event of default.
Fluormin reserves the right to waive any of Conditions 1.3,1.6, 1.10, 1.12,
1.14, 1.15, 1.16 or 1.17 (the "Company Conditions"). Vanoil reserves the right
to waive any of Conditions 1.2 to 1.17 (inclusive) other than the Company
Conditions (the "Vanoil Conditions").
The Acquisition will not proceed unless all the above Conditions have been
fulfilled or, where permitted, waived or, where appropriate, have been
determined by Vanoil to be or remain satisfied, prior to the Court Hearing.
Vanoil shall be under no obligation to waive (if capable of waiver), to
determine to be or remain satisfied or to treat as fulfilled any of the Vanoil
Conditions by a date earlier than the latest date for the fulfilment of that
Condition notwithstanding that the other Vanoil Conditions may at such earlier
date have been waived or fulfilled and that there are at such earlier date no
circumstances indicating that any of such Vanoil Conditions may not be capable
of fulfilment.
The Company shall be under no obligation to waive (if capable of waiver), to
determine to be or remain satisfied or to treat as fulfilled any of the Company
Conditions by a date earlier than the latest date for the fulfilment of that
Condition notwithstanding that the other Company Conditions may at such earlier
date have been waived or fulfilled and that there are at such earlier date no
circumstances indicating that any of such Company Conditions may not be capable
of fulfilment.
2. Acquisition termination rights
Vanoil and Fluormin would have the right to terminate the proposed Acquisition
with immediate effect (and upon such termination for the avoidance of doubt the
Scheme would be withdrawn) if any of the following events occur:
2.1 if any Condition becomes incapable of satisfaction or is invoked so
as to cause the Acquisition not to proceed; or
2.2 if any Clearance is not capable of being obtained; or
2.3 if (i) the Scheme is not approved by the Scheme Shareholders at the
Court Meeting by each relevant class of Scheme Shareholders; (ii)
the General Meeting Resolutions are not passed by Shareholders at
the General Meeting; (iii) the Court refuses to sanction the
Scheme, confirm the Capital Reduction or grant the Court Order, or
(iv) (save as Fluormin and Vanoil may otherwise agree in writing)
the Effective Date has not occurred on or before the long stop
date, as agreed between the parties; or
2.4 a Superior Transaction is entered into with the Company at any time
before the Scheme lapses or is withdrawn; or
2.5 the recommendation of the Independent Fluormin Directors for Scheme
Shareholders to vote in favour of the Scheme, having been
announced, is subsequently either (i) withdrawn or (ii) qualified
or modified adversely; or
2.6 if shareholders of Vanoil do not approve the Acquisition and/or the
allotment of the New Vanoil Shares and Warrants; or
2.7 an event of default having arisen under the Loan Agreement PROVIDED
THAT in this event the right to terminate shall only accrue to the
Company and not to Vanoil.
APPENDIX II
DEFINITIONS
The following definitions apply throughout this Announcement unless the context
requires otherwise.
"Acquisition" means the proposed acquisition by Vanoil (or a
wholly owned subsidiary of Vanoil) of the entire
issued and to be issued ordinary share capital of
Fluormin which is to be effected by means of a
Scheme;
"Acquisition means the date upon which Vanoil makes a further
Confirmation Date" announcement (once a definitive response is
received from the Independent Fluormin Directors
as to whether they will recommend the
Acquisition), in which Vanoil confirms it will
proceed with the Acquisition;
"AIM" means AIM, a market of the London Stock Exchange
plc;
"Avana Acquisition" means the acquisition by a wholly owned
subsidiary of Vanoil of the entire issued and to
be issued share capital of Avana Petroleum
Limited;
"Avana Petroleum Avana Petroleum Limited, a company incorporated
Limited" in the isle of Man with company number 006779V
with registered office at 34 North Quay, Douglas,
Isle of Man, IM1 4LB;
"Announcement" means this Announcement;
"Block L9" oil and gas exploration Block L9 as awarded by
the Government of the Republic of Kenya;
"boe" barrel of oil equivalent;
"CAN$" means Canadian Dollars, the lawful currency of
Canada;
"CAN$0.75 Warrants" means a warrant granted to a person pursuant to
the terms of Vanoil's warrant instrument dated as
of the date of completion of the Acquisition
whereby such person will have the right to
subscribe for a Vanoil Share at CAN$0.75 per
share;
"CAN$1.00 Warrants" means a warrant granted to a person pursuant to
the terms of the Vanoil's warrant instrument
dated as of the date of completion of the
Acquisition whereby such person will have the
right to subscribe for a Vanoil Share at CAN$1.00
per share;
"Capital Reduction" means the proposed reduction of the Company's
share capital in connection with the Scheme under
section 648 of the Companies 2006 Act, including
the cancellation and the extinguishing of the
Scheme Shares provided for by the Scheme;
"Clearance" means all consents, clearances, permissions and
waivers that are required to be obtained, all
filings that are required to be made and all
waiting periods that need to have expired, from
or under the laws, regulations or practices
applied by any Relevant Authority in connection
with the implementation of the Acquisition and
which are material in the context of the
Acquisition;
"Code" means the City Code on Takeovers and Mergers;
"Company's Data Room" means the virtual data room relating to the
Company Group at the URL http://www.efasken.com/;
"Company Third Party means any offer, possible offer, tender offer,
Transaction" merger, acquisition, scheme of arrangement, dual
listed company structure or proposal or
indication of interest from, or on behalf of, any
person other than Vanoil or member of the Vanoil
Group, whether or not subject to any pre-
conditions and howsoever to be implemented, with
a view to such person together with those parties
(if any) which it is acting in concert with,
directly or indirectly, acquiring (in one
transaction or a series of transactions) (i) more
than 50 per cent. of the issued or enlarged share
capital of the Company (as the case may be) or
(ii) a material part of the Fluormin Group's
business or assets;
"Conditions" means the conditions to the Acquisition, as set
out on paragraph 1 of Appendix 1;
"Court" means Her Majesty's High court if Justice of
England and Wales;
"Court Order" means the order of the Court sanctioning the
Scheme pursuant to section 899 of the Companies
Act 2006 and confirming the Capital Reduction;
"Disclosed" means: (i) in relation to the Company, fairly,
clearly and accurately disclosed (with sufficient
details to identify the nature and scope of the
matter disclosed) in (a) the admission document
produced by the Company dated 9 September 2011,
(b) the annual report and accounts of the Company
for the financial year ended 30 June 2012, (c)
any public announcement by or on behalf of the
Company (by the delivery of an announcement to a
Regulatory Information Service), or (d) the
documents and other information contained in the
Company's Data Room; and (ii) in relation to
Vanoil, fairly, clearly and accurately disclosed
(with sufficient details to identify the nature
and scope of the matter disclosed) in (a) the
annual report and accounts of Vanoil for the
financial year ended 30 September 2012, (b) the
interim report and accounts of Vanoil for the
financial quarter ended 31 December 2013; (c) any
public announcement by or on behalf of Vanoil (by
the delivery of an announcement to a Regulatory
Information Service), (d) any document filed and
publicly available on the SEDAR website at
www.sedar.com/ under Vanoil's profile, or (e) the
documents and other information contained in
Vanoil's Data Room;
"East Africa" means the easterly region of the African
continent;
"East African Rift" means a narrow zone in which the African Plate is
in the process of splitting into two new tectonic
plates, called the somali Plate and the nubian
plate, which are subplates or protoplates;
"Effective Date" means the date upon which the Scheme becomes
effective pursuant to its terms;
"Encumbrances" means any interest or equity of any person
(including any right to acquire, option or right
of pre-emption) or any mortgage, charge, pledge,
lien, assignment, hypothecation, security
interest, title retention or any other security
agreement or arrangement;
"Fluormin PLC" or "the means Fluormin plc, a company incorporated in
Company" England and Wales with registered no. 05146673
whose registered office is at 25 Moorgate, London
EC2R 6AY, United Kingdom;
"Fluormin Group" means Fluormin and its direct or indirect
subsidiaries;
"Fluormin Option" means an option to subscribe for Fluormin Shares
(whether vested or unvested as at the date of
this Announcement) which has been granted under
the Fluormin Option Plans;
"Fluormin means the holder of a Fluormin Option;
Optionholders"
"Fluormin Option Plans" means the share plans operated by the Fluormin
Group being the Employee Unapproved Share Option
Plan 2004 and the Employee Unapproved Share
Option Plan 2011;
"Fluormin Shares" means the ordinary shares of 15 pence each in the
capital of the Company from time to time;
"Fluormin Shareholders" means the registered holders of Fluormin Shares;
"General Meeting means the resolution(s) to be proposed at the
Resolutions" General Meeting for the purposes of, amongst
other things, approving and implementing the
Scheme, approving the Capital Reduction,
approving certain amendments to the articles of
association of the Company and such other matters
as may be agreed between the Company and Vanoil
as necessary or desirable for the purposes of
implementing the Scheme;
"Governmental Body" means any government, government department, or
quasi-governmental, supranational, statutory,
regulatory, environmental or investigative body,
institution or authority (including any anti-
trust or merger control body) or any court;
"Kenya" means the republic of Kenya;
"KFC" means Kenya Fluormin Company Limited;
"KFH" means Kenya Fluormin (BVI) Holdings Limited,
incorporated and registered in the British Virgin
Islands (whose registered office is at PO Box
3170, Road Town Tortola, British Virgin Islands,
VG1110
"Firebird Funds" means Firebird Global Master Fund, Ltd and
Firebird Global Master Fund II, Ltd;
"General Meeting" means the general meeting (including any
adjournment thereof) of the Shareholders to be
convened in connection with the Scheme;
"Independent Fluormin means the independent committee of directors of
Directors" the Company appointed for the purposes of
considering the Acquisition, currently comprising
all of the directors of the Company other than
James Passin;
"Independent Vanoil means the independent committee of directors of
Directors" Vanoil appointed for the purposes of considering
the Acquisition, currently comprising Mr Don
Padgett and Mr Larry Hatten;
"Loan Agreement" means the loan agreement entered into between
Vanoil and KFH on or around the date of this
Announcement;
"Lower Cretaceous" generally known as the first epoch of the
cretaceous period, from 145.5 million years ago
to 99.6 million years ago;
"Material Adverse means one or more changes, effects, events,
Event" occurrences, state of facts or developments that
has, or would reasonably be expected to have in
the future, a material adverse effect on the
business, affairs, operation and/or financial
condition of the Fluormin Group, other than: (i)
a change affecting all companies, without
disproportionate impact, carrying on business
similar to that of the Fluormin Group or Vanoil's
Group (as the case may be) in similar countries
in which the Fluormin Group or Vanoil's Group (as
the case may be) carries on business; (ii)
changes that relate to changes in stock markets,
interest rates, exchange rates, commodity prices
or other general economic conditions outside the
control of the Fluormin Group or Vanoil's Group
(as the case may be); and (iii) movements in the
market price of the Fluormin Shares or the Vanoil
Shares (as the case may be), the result of which
is reasonably expected to lead to, or has led to,
an aggregate loss of GBP 2 million or greater
for the Fluormin Group;
"New Vanoil Shares" means the Vanoil Shares proposed to be issued and
credited as fully paid pursuant to the Scheme
"Registrar of means the Registrar of Companies in England and
Companies" Wales;
"Relevant Authority" means any court or competition, antitrust,
national, supranational or supervisory body or
other government, governmental, quasi-
governmental, statutory, trade or regulatory
agency or body, in each case in any jurisdiction;
"Reorganisation Record means the date and time at which the Court Order
Time" is delivered to the Registrar of Companies;
"Sallies Limited" Sallies Limited, a wholly owned subsidiary of
Fluormin incorporated in the Republic of South
Africa;
"Scheme" means the proposed scheme of arrangement under
Part 26 of the Companies Act 2006 between the
Company and the Scheme Shareholders, with or
subject to any modification, addition or
condition approved or imposed by the Court and
agreed by the Company and Vanoil, under which the
Acquisition is proposed to be implemented;
"Scheme Document" means the document to be despatched to (amongst
others) the Scheme Shareholders setting out the
full terms of the Scheme;
"Scheme Resolutions" means the resolution(s) to be proposed at the
General Meeting for the purposes of, amongst
other things, approving and implementing the
Scheme, approving the Capital Reduction,
approving certain amendments to the articles of
association of the Company and such other matters
as may be agreed between the Company and Vanoil
as necessary or desirable for the purposes of
implementing the Scheme;
"Scheme Shareholders" means the holders of Scheme Shares;
"Scheme Shares" means: (i) the Fluormin Shares in issue at the
date of the Scheme Document; (ii) any Fluormin
Shares issued after the date of the Scheme
Document but before the Scheme Voting Record
Time; and (iii) any Fluormin Shares issued at or
after the Scheme Voting Record Time but before
the Reorganisation Record Time in respect of
which the original or any subsequent holders
thereof are, or shall have agreed in writing to
be, bound by the Scheme;
"Scheme Voting Record means the time and date specified in the Scheme
Time" Document by reference to which entitlement to
vote on the Scheme will be determined, expected
to be 6.00 p.m. on the second day before the
Court Meeting or, if the Court Meeting is
adjourned, 6.00 p.m. on the second day before the
date of such adjourned Court Meeting;
"Seychelles" means the Republic of the Seychelles;
"Superior Transaction" means a bona fide Company Third Party Transaction
which the Independent Fluormin Directors
consider, acting reasonably and in good faith and
after consultation with the Company's legal and
financial advisers (or, if the Independent
Fluormin Directors appoint legal and financial
advisers, their legal and financial advisers), is
likely (on the balance of probabilities) to be
capable of being completed in accordance with its
terms taking into account all financial,
regulatory and other aspects of such proposal
(including the ability of the proposing party to
complete the transactions contemplated by such
proposal) and which, if completed, would be
superior to the Acquisition from a financial
point of view for the Scheme Shareholders, and
which the Independent Fluormin Directors are
minded to recommend;
"Takeover Offer" an offer for the entire issued and to be issued
share capital of Fluormin conducted by way of a
takeover;
"TSX-V" means the TSX Venture Exchange, a market of the
Toronto Stock Exchange;
"Vanoil's Data Room" means the virtual data room related to Vanoil;
"Vanoil Energy Ltd." means Vanoil Energy Ltd., a company created under
the laws of British Columbia under incorporation
number BC0860461 and having its principal address
at Suite 900, 595 Howe Street, Vancouver, British
Columbia V6C 2T5, Canada
"Vanoil Group" means Vanoil and its direct or indirect
subsidiaries;
"Vanoil Shares" means the common shares of no par value in the
capital of Vanoil;
"Warrants" a CAN$1.00 Warrant and/or CAN$0.75 Warrant (as
the context requires);
"US$" means United States dollars, being the lawful
currency of the United States of America; and
"GBP" means pounds sterling, the lawful currency of
Great Britain and Northern Ireland.
FOR FURTHER INFORMATION PLEASE CONTACT:
Vanoil Energy Ltd.
Malcolm Burke
604 689-1515 ext 108 or 604 220 2000
info@vanoil.ca
Vanoil Energy Ltd.
Don Padgett
604 689-1515 ext 104 or 760-485-7678
info@vanoil.ca
Vanoil Energy Ltd.
Scott Rose
604 684 1974 ext 227 or 604 209 5444
scott@vanoil.ca
www.vanoil.ca
1 Year Vanoil Energy Ltd. Chart |
1 Month Vanoil Energy Ltd. Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions
