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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Genesis Petro | LSE:GPC | London | Ordinary Share | GB00B1435395 | ORD 3P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 8.50 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
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TIDMGPC
RNS Number : 4298V
Genesis Petroleum Corporation PLC
09 July 2009
Not for release, publication or distribution in whole or in part in, into or
from any jurisdiction where to do so would constitute a violation of the
relevant laws or regulations of such jurisdiction.
FOR IMMEDIATE RELEASE
9 July 2009
RECOMMENDED CASH ACQUISITION OF GENESIS PETROLEUM CORPORATION PLC BY BAYERNGAS
NORGE AS TO BE IMPLEMENTED BY WAY OF A SCHEME OF ARRANGEMENT
Summary
* The Bayerngas Directors and the Genesis Directors are pleased to announce that
they have reached agreement on the terms of a recommended cash proposal by
Bayerngas to acquire the whole of the issued and to be issued share capital of
Genesis, to be effected by way of a scheme of arrangement under Part 26 of the
Companies Act 2006.
* Under the terms of the Scheme, Genesis Shareholders on the share register at the
Scheme Record Time will receive 8.7 pence in cash for each Scheme Share held.
* The terms of the Proposal value the entire issued share capital of Genesis at
approximately GBP14.74 million (assuming no Genesis Options or Aker Warrants are
exercised).
* It is expected that the Scheme Document will be posted shortly. The Scheme will
be subject, inter alia, to the satisfaction or waiver of the Conditions.
* The Genesis Board, which has been so advised by Thomas Weisel Partners,
considers the terms of the Proposal to be fair and reasonable. In providing
advice to the Genesis Board, Thomas Weisel Partners has taken into account the
Genesis Directors' commercial assessments.
* The Genesis Board believes the Group's business model can be pursued
successfully only if new funding is available to the Group to enable it to
participate in further exploration drilling and that, whilst the Company's
funding requirement is not so urgent as to represent an immediate threat to the
Group, Genesis's ability to generate incremental shareholder value in the near
term is very limited and may become even more difficult as its existing cash
resources are depleted.
* In the context of these challenges and the current business environment, the
Proposal represents an immediate opportunity, at a time of market uncertainty,
for all Genesis Shareholders to realise their investment in the Company for cash
at a certain, fair and reasonable value. The Genesis Directors believe that
Bayerngas, with its greater financial resources, is better placed to benefit
from the potential of the Genesis exploration portfolio.
* The Scheme requires the approval of the Genesis Shareholders. Because Genesis
has determined PGS, a major Genesis Shareholder, to represent a separate class
of Scheme Shareholder, approval will be required from:
+----------+----------+----------+----------+----------+----------+--------------+
| | | | | | (i) | Voting |
| | | | | | | Scheme |
| | | | | | | Shareholders |
| | | | | | | (being |
| | | | | | | Scheme |
| | | | | | | Shareholders |
| | | | | | | other than |
| | | | | | | PGS) at the |
| | | | | | | Court |
| | | | | | | Meeting; |
+----------+----------+----------+----------+----------+----------+--------------+
| | | | | | (ii) | PGS to |
| | | | | | | the PGS |
| | | | | | | Court |
| | | | | | | Resolution, |
| | | | | | | which, as |
| | | | | | | noted |
| | | | | | | below, has |
| | | | | | | already |
| | | | | | | been |
| | | | | | | obtained; |
| | | | | | | and |
+----------+----------+----------+----------+----------+----------+--------------+
| | | | | | (iii) | Genesis |
| | | | | | | Shareholders |
| | | | | | | at the |
| | | | | | | General |
| | | | | | | Meeting. |
+----------+----------+----------+----------+----------+----------+--------------+
* The Genesis Directors intend to strongly and unanimously recommend that the
Genesis Shareholders vote in favour of the resolutions to be proposed at the
Court Meeting and the General Meeting, as those of them who hold Genesis Shares
have irrevocably undertaken to do in respect of their own beneficial holdings
totalling 15,381,600 Genesis Shares.
* Certain other employees of Genesis have irrevocably undertaken to vote in favour
of the Scheme Resolutions in respect of their beneficial holdings totalling
7,686,400 Genesis Shares.
* Aker Capital AS, a major Genesis Shareholder, has irrevocably undertaken to vote
in favour of the Scheme Resolutions in respect of its beneficial holding
totalling 49,835,391 Genesis Shares.
* PGS, a major Genesis Shareholder, has irrevocably undertaken to vote in favour
of the special resolution to be proposed at the General Meeting and has provided
its irrevocable written consent to, and approval of, the PGS Court Resolution
and the Scheme in respect of its beneficial holding totalling 50,000,000 Genesis
Shares.
* In aggregate, therefore, Bayerngas has received:
+----------+----------+----------+----------+----------+---------------+
| | | | | (i) | in |
| | | | | | relation |
| | | | | | to the |
| | | | | | resolutions |
| | | | | | to be |
| | | | | | proposed at |
| | | | | | the Court |
| | | | | | Meeting, |
| | | | | | irrevocable |
| | | | | | undertakings |
| | | | | | in respect |
| | | | | | of |
| | | | | | 72,903,391 |
| | | | | | Genesis |
| | | | | | Shares |
| | | | | | representing |
| | | | | | approximately |
| | | | | | 61.02 per |
| | | | | | cent. of the |
| | | | | | existing |
| | | | | | issued share |
| | | | | | capital of |
| | | | | | Genesis held |
| | | | | | by Voting |
| | | | | | Scheme |
| | | | | | Shareholders; |
+----------+----------+----------+----------+----------+---------------+
| | | | | (ii) | an |
| | | | | | irrevocable |
| | | | | | written |
| | | | | | consent to, |
| | | | | | and |
| | | | | | approval |
| | | | | | of, the PGS |
| | | | | | Court |
| | | | | | Resolution |
| | | | | | and the |
| | | | | | Scheme from |
| | | | | | PGS |
| | | | | | (representing |
| | | | | | 100 per cent. |
| | | | | | of its class |
| | | | | | of Scheme |
| | | | | | Shareholder); |
| | | | | | and |
+----------+----------+----------+----------+----------+---------------+
| | | | | (iii) | in |
| | | | | | relation |
| | | | | | to the |
| | | | | | resolution |
| | | | | | to be |
| | | | | | proposed |
| | | | | | at the |
| | | | | | General |
| | | | | | Meeting, |
| | | | | | irrevocable |
| | | | | | undertakings |
| | | | | | in respect |
| | | | | | of |
| | | | | | 122,903,391 |
| | | | | | Genesis |
| | | | | | Shares |
| | | | | | representing |
| | | | | | approximately |
| | | | | | 72.52 per |
| | | | | | cent. of the |
| | | | | | existing |
| | | | | | issued share |
| | | | | | capital of |
| | | | | | Genesis held |
| | | | | | by Genesis |
| | | | | | Shareholders. |
+----------+----------+----------+----------+----------+---------------+
Commenting on the Proposal, Gerry Harrison, Chairman and Chief Executive Officer
of Genesis, said:
"Genesis has developed a strong team and has acquired exploration licences in
the UK and Norway which we believe have great potential. The Genesis Directors
believe that the best way of unlocking that potential and thereby increasing
shareholder value would be for Genesis to succeed in testing for hydrocarbons
through the drilling of exploration wells. However, the recent deterioration in
the worldwide financial climate has led to the Group no longer having access to
the financial resources to make the anticipated drilling commitments. The
Genesis Directors do not expect a change in financial market conditions in the
short term. They therefore consider it appropriate for Genesis Shareholders to
be given the opportunity to realise their investment in the Company for cash
before the current value of the Group is eroded by further cash consumption and
possible licence relinquishments. The Genesis Directors, after discussions with
a number of other potentially interested third parties, believe that the
Proposal made by Bayerngas is in the best interests of Genesis Shareholders. It
is against this background that the Genesis Board intends to recommend that all
Genesis Shareholders vote in favour of the Proposal."
Commenting on the Proposal, Arne Westeng, Managing Director of Bayerngas, said:
"Bayerngas considers Genesis to be an attractive company with a highly qualified
and competent team and an interesting portfolio of exploration licences in both
the UK and Norway. Upon completion of this transaction, Bayerngas intends to
provide the resources to develop Genesis's existing activities, working with
Genesis's licensing partners, where appropriate, and to expand Genesis's
interests through licensing rounds, farm-ins and by acquiring additional
licences in the North Sea."
Enquiries
+----------------------------------------------+----------------------+
| Genesis Petroleum Corporation PLC | +44 (0)1959 567450 |
+----------------------------------------------+----------------------+
| Gerry Harrison, Chairman and Chief Executive | |
| Officer | |
+----------------------------------------------+----------------------+
| | |
+----------------------------------------------+----------------------+
| Thomas Weisel Partners (Financial Adviser to | +44 (0)20 7877 4300 |
| Genesis) | |
+----------------------------------------------+----------------------+
| Paul Newman | |
+----------------------------------------------+----------------------+
| | |
+----------------------------------------------+----------------------+
| Jefferies International Limited (Nominated | +44 (0)20 7029 8000 |
| Adviser and Broker to Genesis) | |
+----------------------------------------------+----------------------+
| Jack Pryde | |
+----------------------------------------------+----------------------+
| Schuyler Evans | |
+----------------------------------------------+----------------------+
| | |
+----------------------------------------------+----------------------+
| Bayerngas Norge AS | +47 22 52 99 00 |
+----------------------------------------------+----------------------+
| Arne Westeng, Managing Director | |
+----------------------------------------------+----------------------+
| | |
+----------------------------------------------+----------------------+
| Deloitte Corporate Finance (Financial | +44 (0)20 7936 3000 |
| Adviser to Bayerngas) | |
+----------------------------------------------+----------------------+
| Jonathan Hinton | |
+----------------------------------------------+----------------------+
| Léonie Grimes | |
+----------------------------------------------+----------------------+
This summary should be read in conjunction with the full text and appendices of
the attached announcement.
The full text of the conditions and principal further terms of the Scheme, the
bases and sources of assumptions and calculations and details of irrevocable
undertakings provided by Genesis Shareholders to Bayerngas are set out in
Appendices 1, 2 and 3 respectively, each of which forms part of, and should be
read with, this announcement. Defined terms have the meanings set out in
Appendix 4, which also forms part of, and should be read in conjunction with,
this announcement.
This announcement does not constitute an offer to sell or subscribe for or an
invitation to purchase or subscribe for any securities or the solicitation of
any vote or approval in any jurisdiction, nor shall there be any sale, issuance
or transfer of the securities referred to in this announcement in any
jurisdiction in contravention of applicable law or regulation. The Proposal will
be made solely by means of the Scheme Document which will contain the full terms
and conditions of the Scheme.
The Scheme Document will be posted to Genesis Shareholders shortly and
thereafter will be available for public inspection at the offices of Watson,
Farley & Williams LLP, 15 Appold Street, London, EC2A 2HB, during usual business
hours on any weekday (Saturdays, Sundays and UK public holidays excepted) until
the Scheme Effective Date.
Thomas Weisel Partners, which is authorised and regulated in the United Kingdom
by the FSA, is acting exclusively for Genesis and no-one else in connection with
the Proposal. Thomas Weisel Partners is not acting for, and will not be
responsible to anyone other than Genesis for providing the protections afforded
to clients of Thomas Weisel Partners International Limited nor for providing
advice in relation to the Proposal or any other matter referred to in this
announcement.
Deloitte Corporate Finance is acting exclusively for Bayerngas and no-one else
in connection with the Proposal. Deloitte Corporate Finance is not acting for,
and will not be responsible to, anyone other than Bayerngas for providing the
protections afforded to clients of Deloitte Corporate Finance nor for providing
advice in relation to the Proposal or any matter referred to in this
announcement. Deloitte Corporate Finance is a division of Deloitte LLP, which is
authorised and regulated by the FSA in respect of regulated activities.
The availability of the Proposal to Genesis Shareholders who are not resident in
United Kingdom may be affected by the laws or regulations of the relevant
jurisdictions in which they are located. Persons who are not resident in the
United Kingdom should inform themselves about, and observe, applicable legal or
regulatory requirements of their jurisdiction.
The Genesis Directors accept responsibility for the information, views and
opinions contained in this announcement, save for the information, views and
opinions for which the Bayerngas Directors accept responsibility. To the best of
the knowledge and belief of the Genesis Directors (who have taken all reasonable
care to ensure that such is the case), the information contained in this
announcement for which they accept responsibility is in accordance with the
facts and does not omit anything likely to affect the import of such
information.
The Bayerngas Directors accept responsibility for all information contained in
this announcement relating to the Bayerngas Group, the opinions of Bayerngas,
the Bayerngas Directors, members of their immediate families, related trusts and
persons connected with them within the meaning of sections 252 to 255 of the
Companies Act 2006. To the best of the knowledge and belief of the Bayerngas
Directors (who have taken all reasonable care to ensure that such is the case),
the information contained in this announcement for which they accept
responsibility is in accordance with the facts and does not omit anything likely
to affect the import of such information.
Although the Company is incorporated in England, the Panel has determined that
the place of central management and control of the Company is currently located
outside of the UK, the Channel Islands and the Isle of Man. Accordingly, as the
Company is not one to which paragraph 3(a)(ii) of the City Code applies, the
Panel has confirmed that the Company is not subject to the City Code and
Shareholders will not be afforded any protection under the City Code. If
circumstances change, which could result in the Company being subject to the
City Code, the Company will consult with the Panel. If the Panel determines
that, as a result of such changes, the City Code becomes applicable to the
Company, an announcement will be made.
Forward-Looking Statements
This announcement may contain certain "forward-looking statements" with respect
to the expected timing of the Proposal, the expected effects on Genesis and
Bayerngas of the Proposal, the financial condition, results of operations and
business of Genesis, certain plans and objectives of Bayerngas in respect of
that business and all other statements in this announcement other than
statements of historical fact. In some cases, these forward-looking statements
can be identified by the use of forward-looking terminology, including, without
limitation, the terms "believes", "estimates", "plans", "continues", "aims",
"projects", "prepares", "anticipates", "expects", "intends", "may", "will" or
"should" or, in each case, their negative or other variations or comparable
terminology. Recipients of this announcement should specifically consider the
factors identified in this announcement which could cause actual results to
differ before making any decision. Such forward-looking statements involve known
and unknown risks, uncertainties and other factors, which may cause the actual
results, performance or achievements of Genesis, or industry results, to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such forward-looking
statements are based on assumptions and assessments made by Genesis or
Bayerngas, as the case may be, in light of their experience and their perception
of historical trends, current conditions, future business strategies and other
factors they believe appropriate. Such forward-looking statements speak only as
at the date of this announcement. Genesis and Bayerngas expressly disclaim any
obligation or undertaking to release publicly any updates or revisions to any
forward-looking statements contained in this announcement to reflect any change
in Genesis's or Bayerngas's expectations with regard thereto or any change in
events, conditions or circumstances on which any such statement is based, except
as required by applicable law.
Not for release, publication or distribution in whole or in part in, into or
from any jurisdiction where to do so would constitute a violation of the
relevant laws or regulations of such jurisdiction.
FOR IMMEDIATE RELEASE
9 July 2009
RECOMMENDED CASH ACQUISITION OF GENESIS PETROLEUM CORPORATION PLC BY BAYERNGAS
NORGE AS TO BE IMPLEMENTED BY WAY OF A SCHEME OF ARRANGEMENT
1.Introduction
The Bayerngas Directors and the Genesis Directors are pleased to announce that
they have reached agreement on the terms of a recommended cash proposal by
Bayerngas to acquire the whole of the issued and to be issued share capital of
Genesis to be effected by way of a scheme of arrangement under Part 26 of the
Companies Act 2006.
For the reasons set out in more detail below, Genesis has determined that, for
the purposes of the Court Resolutions required to approve the Scheme, there will
be two classes of Scheme Shareholder:
* the Voting Scheme Shareholders (being Scheme Shareholders other than PGS); and
* PGS.
Implementation of the Scheme requires the approval of the Court Resolutions by
both classes of Scheme Shareholder and the approval by Genesis Shareholders of
the resolution to be proposed at the General Meeting. In relation to the Court
Resolutions, as PGS is the sole member of its class of Scheme Shareholder, a
separate court meeting will not be convened for that class and PGS has provided
its irrevocable written consent to the PGS Court Resolution and the Scheme.
2.The Proposal
The Proposal will involve the Reduction of Capital. If the Scheme becomes
effective, the existing Genesis Shares will be cancelled and an equivalent
number of new Genesis Shares will be issued to Bayerngas. These will be fully
paid and free from all liens, equities, charges, encumbrances, rights of
pre-emption and other third party rights and interests of any nature whatsoever
and together with all rights attaching to them after the date of this
announcement, including without limitation, the right to receive all dividends
and other distributions announced, declared, made or paid thereafter. By way of
consideration for this cancellation, Genesis Shareholders on the share register
at the Scheme Record Time will receive the Consideration being:
+-----------------------------------------------+----------------------+
| for each Genesis Share | 8.7 pence in cash |
+-----------------------------------------------+----------------------+
and in the same proportions for any larger holdings. Any Scheme Shareholder
entitled to receive an amount of Consideration which includes a fraction of a
penny will have its entitlement rounded down to the nearest penny.
If the Scheme becomes effective (and assuming no Genesis Options or Aker
Warrants are exercised), Scheme Shareholders will receive, under the Scheme, in
aggregate, approximately GBP14.74 million in cash, which will be funded from
Bayerngas's existing cash resources.
As PGS has provided its irrevocable written consent to the PGS Court Resolution
and the Scheme, the Scheme now requires only the approval of Voting Scheme
Shareholders at the Court Meeting and the approval of the Genesis Shareholders
at the General Meeting, both of which are expected to be held in August 2009.
On the Scheme becoming effective, it will be binding on all holders of Scheme
Shares including any Scheme Shareholders who did not vote to approve the Scheme
or who voted against the Scheme.
3.Recommendation
The Genesis Board, which has been so advised by Thomas Weisel Partners,
considers the terms of the Proposal to be fair and reasonable. In providing
advice to the Genesis Board, Thomas Weisel Partners has taken into account the
Genesis Directors' commercial assessments. The Genesis Directors believe the
Proposal to be in the best interests of Genesis Shareholders taken as a whole
and intend to strongly and unanimously recommend that the Genesis Shareholders
vote in favour of the resolutions to be proposed at the Court Meeting and the
General Meeting.
The Genesis Directors who hold Genesis Shares (being Gerry Harrison and Michael
Haagaard) have irrevocably undertaken to vote in favour of the Scheme
Resolutions in respect of their beneficial holdings totalling 15,381,600 Genesis
Shares, representing in relation to the:
+----------+----------+----------+----------+----------+---------------+
| | | | | (a) | Court |
| | | | | | Meeting, |
| | | | | | approximately |
| | | | | | 12.87 per |
| | | | | | cent. of the |
| | | | | | existing |
| | | | | | issued share |
| | | | | | capital of |
| | | | | | Genesis held |
| | | | | | by Voting |
| | | | | | Scheme |
| | | | | | Shareholders; |
| | | | | | and |
+----------+----------+----------+----------+----------+---------------+
| | | | | (b) | General |
| | | | | | Meeting, |
| | | | | | approximately |
| | | | | | 9.08 per |
| | | | | | cent. of the |
| | | | | | existing |
| | | | | | issued share |
| | | | | | capital of |
| | | | | | Genesis held |
| | | | | | by Genesis |
| | | | | | Shareholders. |
+----------+----------+----------+----------+----------+---------------+
4.Background to and reasons for recommending the Proposal
To date, Genesis has financed its exploration commitments from the proceeds of
equity issues. In the event of a successful exploration well leading to a plan
for development and production, Genesis has envisaged funding its share of
development costs through a combination of further issues of equity and
"reserve-based lending" raised from UK and/or Norwegian banks. Alternatively,
the Group could seek to sell an interest in such a discovery either to its
licence partners or to third parties. During the past 12 months, however, the
economic climate has deteriorated, and the ability of exploration companies such
as Genesis to access the capital markets has diminished, to the extent that the
Board does not consider that raising equity finance on the scale required would
be a viable option for Genesis. Furthermore, the Group's first exploration well
(completed in the last quarter of 2008) was unsuccessful, a set-back that both
weakened investor confidence in Genesis and meant that reserve-based lending
would not have been available to Genesis. Opportunities for Genesis to farm down
an interest in its exploration licences in exchange for being carried through
the costs of the exploration drilling phase have also become more difficult to
develop. The Genesis Board believes this is attributable to the significant
volatility of the oil price and the severe constraints on capital that the
weakened financial markets have imposed on the entire industry.
Taking into account Genesis's cash reserves, which amounted to GBP6,757,695 at
31 December 2008, the Genesis Board believes the Group's business model can be
pursued successfully only if new funding is available to the Group to enable it
to participate in further exploration drilling. The Genesis Board believes that,
whilst this funding requirement is not so urgent as to represent an immediate
threat to the Group, Genesis's ability to generate incremental shareholder value
in the near term is very limited and may become even more difficult as its
existing cash resources are depleted through the costs of managing, maintaining
and developing the exploration licence portfolio or as Genesis is forced to
forego its rights to assets due to funding constraints. Four licences in which
Genesis holds interests would need to be relinquished before the end of 2009 if
Genesis does not make commitments to undertake further exploration drilling.
In the context of these challenges and the current business environment, the
Proposal represents an immediate opportunity, at a time of market uncertainty,
for all Genesis Shareholders to realise their investment in the Company for cash
at a certain, fair and reasonable value. The Genesis Directors believe that
Bayerngas, with its greater financial resources, is better placed to benefit
from the potential of the Genesis exploration portfolio and welcome the
assurances from Bayerngas that the rights of all current Genesis employees
(including, without limitation, the executive directors of Genesis, Gerry
Harrison and Michael Haagaard) will be safeguarded following completion of the
Proposal.
The Company has had discussions, both directly and through its advisors, with
third parties (including the Company's major shareholders) who were also
considered as potential new investors in, or owners of, Genesis. These
initiatives have not developed to any meaningful stage. In the absence of any
similar, or better, proposal to that presented by the Proposal, an alternative
source of funding for the Genesis business, and a means for the Company to
create incremental value for all of its Shareholders, cannot be assured.
Furthermore, the Proposal is at a level that Aker Capital AS and PGS, major
Genesis Shareholders, are willing to accept as demonstrated by their irrevocably
undertaking to approve the Scheme.
Taking into account all the factors mentioned above, the Genesis Directors
believe that it is in the best interests of Genesis Shareholders for the Scheme
to become effective and, accordingly, they intend to strongly and unanimously
recommend that Genesis Shareholders vote in favour of the resolutions to be
proposed at the Court Meeting and the General Meeting.
5.Irrevocable Undertakings
Bayerngas has received irrevocable undertakings in connection with the Scheme
(each an "Irrevocable Undertaking") from Genesis Shareholders as follows:
(a) Genesis Directors
The Genesis Directors who hold Genesis Shares (being Gerry Harrison and Michael
Haagaard) have irrevocably undertaken to vote in favour of the Scheme
Resolutions in respect of their beneficial holdings totalling 15,381,600 Genesis
Shares, representing in relation to the:
(i) Court Meeting, approximately 12.87 per cent. of the existing issued
share capital of Genesis held by Voting Scheme Shareholders; and
(ii) General Meeting, approximately 9.08 per cent. of the existing issued
share capital of Genesis held by Genesis Shareholders.
(b) Other Genesis employees
Certain employees of Genesis (excluding the Genesis Directors) have irrevocably
undertaken to vote in favour of the Scheme Resolutions in respect of their
beneficial holdings totalling 7,686,400 Genesis Shares, representing in relation
to the:
(i) Court Meeting, approximately 6.43 per cent. of the existing issued share
capital of Genesis held by Voting Scheme Shareholders; and
(ii) General Meeting, approximately 4.54 per cent. of the existing issued
share capital of Genesis held by Genesis Shareholders.
(c) Aker Capital AS
Aker Capital AS, a major Genesis Shareholder, has irrevocably undertaken to vote
in favour of the Scheme Resolutions in respect of its beneficial holding
totalling 49,835,391 Genesis Shares, representing in relation to the:
(i) Court Meeting, approximately 41.71 per cent. of the existing issued
share capital of Genesis held by Voting Scheme Shareholders; and
(ii) General Meeting, approximately 29.41 per cent. of the existing issued
share capital of Genesis held by Genesis Shareholders.
(d) PGS
PGS, a major Genesis Shareholder, has, in respect of its beneficial holding
totalling 50,000,000 Genesis Shares:
(i) provided its irrevocable written consent to, and approval of, the PGS
Court Resolution and the Scheme (representing 100 per cent. of its class of
Scheme Shareholder); and
(ii) irrevocably undertaken to vote its Genesis Shares in favour of the
special resolution to be proposed at the General Meeting, representing
approximately 29.50 per cent. of the existing issued share capital of Genesis
held by Genesis Shareholders.
(e) Summary
In aggregate, therefore, Bayerngas has received:
(i) in relation to the resolutions proposed at the Court Meeting, irrevocable
undertakings in respect of 72,903,391 Genesis Shares representing approximately
61.02 per cent. of the existing issued share capital of Genesis held by Voting
Scheme Shareholders;
(ii) from PGS an irrevocable written consent to, and approval of, the PGS
Court Resolution and the Scheme (representing 100 per cent. of its class of
Scheme Shareholder);
(iii) in relation to the resolutions to be proposed at the General Meeting,
irrevocable undertakings in respect of 122,903,391 Genesis Shares representing
approximately 72.52 per cent. of the existing issued share capital of Genesis
held by Genesis Shareholders.
Further details of these Irrevocable Undertakings are set out in Appendix 3 to
this announcement.
6.Information on Bayerngas
Bayerngas is an independent oil and gas company based in Oslo focusing on
exploration for and production of petroleum on the Norwegian and Danish
Continental Shelf. Bayerngas is owned by a consortium of regional gas suppliers
and municipal utility companies, with the majority shareholder being Bayerngas
GmbH (owning 53.7 per cent.), an independent German-incorporated company focused
on gas procurement. The other shareholders are Stadtwerke München GmbH (owning
31.3 per cent.), Swissgas Schweizerische Aktiengesellschaft für Erdgas GmbH
(owning 10.0 per cent.) and TIGAS-Erdgas Tirol GmbH (owning 5.0 per cent.).
7.Information on Genesis
Genesis was established in 2004 as Zari Resources PLC and was admitted to AIM in
July 2004. Genesis was the subject of a reverse takeover in November 2005 when
it was re-admitted to AIM with a new business, strategy and management team.
The Group's strategy has been to utilise a strong technical team and access to
extensive proprietary 3D seismic data volumes in applying for exploration
acreage both alone and with joint venture partners offshore UK and Norway. The
strategy has resulted in Genesis now holding exploration licence interests in
six Norwegian areas and six UK areas.
For the year ended 31 December 2008, the Genesis Group reported turnover of
GBPnil (2007: GBP205,299; 2006: GBP50,256) with a loss on ordinary activities
before taxation of GBP14,544,403 (2007: GBP1,120,228; 2006: GBP1,870,250), net
assets of GBP17,933,061 (2007: GBP28,451,942; 2006: GBP4,362,947) and cash and
short term deposits of GBP6,757,695 (2007: GBP20,284,048; 2006: GBP3,905,175).
These figures have been extracted from the Genesis Directors' report and
financial statements for the years ended 31 December 2008, 2007 and 2006 which
were reported under IFRS.
8.Current trading and prospects of Genesis
As reported in Genesis's financial statements for the year ended 31 December
2008, the Genesis Group is unlikely to participate in actual drilling operations
during 2009. However, extensive technical work is underway to establish the
potential of several exploration licences prior to making "drill or drop"
decisions later this year. Positive decisions would obligate the Company to
commence drilling within two years.
Since 31 December 2008, the UK Department for Environment and Climate Change has
confirmed that the acreage applied for and provisionally awarded in the 25th
Seaward Licensing Round is awarded to Genesis through a new licence and an
addition to an existing licence. In Norway, a subsidiary of Genesis, Genesis
Petroleum Norway AS, was awarded a 20 per cent. interest in a new Norwegian
licence. Under the terms of this award (granted on 15 May 2009), the Genesis
Group and its partners are committed to drill an exploration well within three
years of the date of the award.
9.Background to and reasons for the Proposal
Bayerngas regards the potential acquisition of Genesis as a desirable strategic
opportunity to expand its activity into the UK Continental Shelf, increase its
activity on the Norwegian Continental Shelf and provide it with a strong
technical team and recognised and established trading vehicle in the UK North
Sea.
10.Financing of the Proposal
If the Scheme becomes effective (and assuming no Genesis Options or Aker
Warrants are exercised), Scheme Shareholders will receive, in aggregate,
approximately GBP14.74 million in cash. This will be funded from Bayerngas's
existing cash resources. Deloitte Corporate Finance, as financial adviser to
Bayerngas, confirms that it is satisfied that the necessary financial resources
are available to Bayerngas to enable it to satisfy in full the consideration
payable to Genesis Shareholders under the terms of the Proposal.
11.Directors, management and employees
Bayerngas recognises the skills, technical ability and experience of the
existing management and employees of the Genesis Group.
Subject to the Scheme becoming effective, Bayerngas has given assurances to the
Genesis Directors that the existing rights, including pension rights, of the
directors and employees of the Genesis Group will be fully safeguarded. It is
also Bayerngas's current intention that, if the Scheme becomes effective,
Genesis shall continue to benefit from the expertise of its management
including, without limitation:
+----------+-----------+
| (a) | Gerry |
| | Harrison, |
| | who shall |
| | continue |
| | in his |
| | role as |
| | Chairman |
| | and Chief |
| | Executive |
| | Officer; |
| | and |
+----------+-----------+
| (b) | Michael |
| | Haagaard, |
| | who shall |
| | continue |
| | in his |
| | role as |
| | Executive |
| | Vice |
| | President |
| | and Chief |
| | Operating |
| | Officer. |
+----------+-----------+
The Genesis Directors welcome the assurances received from Bayerngas referred to
above.
Of the non-executive directors of Genesis, Colin Gray, has agreed to resign as a
director once the Scheme has become effective and Niclas Ljungblom (the director
appointed by Aker Capital AS) and Rune Eng (the director appointed by PGS) are
expected to resign as directors once the Scheme has become effective.
12.Implementation Agreement
Genesis and Bayerngas have entered into the Implementation Agreement which
contains certain assurances in relation to the implementation of the Scheme and
the conduct of Genesis's business prior to the earlier of (i) the Scheme
Effective Date and (ii) the date on which the Implementation Agreement
terminates in accordance with its terms. In particular, the Implementation
Agreement contains the principal provisions relating to the Break Fee and
non-solicitation arrangements set out below:
Break Fee
As a pre-condition to Bayerngas agreeing to announce the Proposal, Genesis has
agreed to pay Bayerngas the Break Fee by way of compensation if:
+----------+------------------+
| (a) | an |
| | Independent |
| | Competing |
| | Offer for |
| | Genesis is |
| | announced |
| | (whether or |
| | not on a |
| | pre-conditional |
| | basis), and |
| | that |
| | Independent |
| | Competing Offer |
| | or any other |
| | Independent |
| | Competing Offer |
| | subsequently |
| | becomes or is |
| | declared |
| | unconditional |
| | in all respects |
| | or is otherwise |
| | completed; |
+----------+------------------+
| (b) | the |
| | Genesis |
| | Board |
| | (or any |
| | committee |
| | of the |
| | Genesis |
| | Board) |
| | withdraws |
| | or |
| | adversely |
| | modifies |
| | for |
| | whatever |
| | reason |
| | the terms |
| | of its |
| | recommendation |
| | of the |
| | Proposal or |
| | agrees or |
| | resolves to |
| | recommend an |
| | Independent |
| | Competing |
| | Offer and the |
| | Scheme does |
| | not become |
| | effective; or |
+----------+------------------+
| (c) | Genesis |
| | or any |
| | member |
| | of the |
| | Genesis |
| | Group or |
| | any of |
| | its or |
| | their |
| | respective |
| | directors, |
| | officers, |
| | employees, |
| | advisers |
| | or |
| | consultants |
| | is in |
| | breach of |
| | any of the |
| | non-solicitation |
| | provisions |
| | described below. |
+----------+------------------+
Non-solicitation arrangements
Genesis has agreed that until the earlier of the Scheme Effective Date and the
termination of the Implementation Agreement in accordance with its terms:
+------+-----------------------------------------------------------------------+
| (a) | it shall not, and shall procure that no member of the Genesis Group |
| | or any of its or their respective directors, officers, employees, |
| | advisers or consultants shall, directly or indirectly, solicit, |
| | initiate or encourage the submission of proposals, indications of |
| | interest or offers of any kind or otherwise seek to procure any |
| | Independent Competing Offer; |
+------+-----------------------------------------------------------------------+
| (b) | it shall not, and shall procure that no member of the Genesis Group |
| | or any of its or their respective directors, officers, employees, |
| | advisers or consultants shall, directly or indirectly, disclose |
| | information to any third party in connection with a possible |
| | Independent Competing Offer; |
+------+-----------------------------------------------------------------------+
| (c) | except in certain circumstances, it shall not enter into or |
| | participate in any discussions or negotiations or otherwise |
| | communicate with any person in relation to any possible Independent |
| | Competing Offer; and |
+------+-----------------------------------------------------------------------+
| (d) | it shall promptly notify Bayerngas if it enters into or participates |
| | in any discussions in relation to an Independent Competing Offer (and |
| | provide any details of such Independent Competing Offer). |
+------+-----------------------------------------------------------------------+
13.Genesis Options and Aker Warrants
Options granted to the Genesis Optionholders, which are not already exercisable,
will become exercisable on the Scheme Effective Date. However, all options of
the Genesis Optionholders (where applicable, as adjusted to reflect the share
consolidation of Genesis in 2006) are exercisable at prices in excess of the
Consideration and, accordingly, it is anticipated that no Genesis Optionholders
will exercise any options as it is not in their interests to do so. It is
therefore expected that all Genesis Options will lapse in due course in
accordance with their terms. Accordingly, no proposals will be made to the
Genesis Optionholders and there will be no further communication with the
Genesis Optionholders in relation to their Genesis Options and their rights to
exercise them.
Any Genesis Shares issued or transferred on the exercise of Genesis Options by
Genesis Optionholders before the Hearing Record Time will be subject to the
terms of the Scheme and constitute Scheme Shares. The Scheme will not extend to
Genesis Shares issued after the Hearing Record Time. However, it is proposed to
amend the articles of association of Genesis at the General Meeting to provide
that, if the Scheme becomes effective in accordance with its terms, any Genesis
Shares issued to any person after the Hearing Record Time will be automatically
transferred to Bayerngas in consideration for the payment by Bayerngas to such
person of 8.7 pence in cash for each Genesis Share so transferred. Consequently,
Genesis Optionholders who would receive Genesis Shares on the exercise of
Genesis Options after the Scheme becomes effective in accordance with its terms
would instead receive cash consideration in the same manner as Genesis
Shareholders.
Pursuant to an irrevocable undertaking dated 8 July 2009 and given by Aker
Capital AS to Genesis and Bayerngas, Aker Capital AS has undertaken not to and
agreed with Genesis and Bayerngas that it will not exercise any of the Aker
Warrants and, conditional on the Scheme becoming effective, the Aker Warrants
will be irrevocably surrendered, cancelled and terminated (the "Aker
Undertaking"). In addition (and notwithstanding the Aker Undertaking), Aker has
agreed that any shares in Genesis issued to it after the Voting Record Time will
be deemed to be Scheme Shares and that it will be bound by the terms of the
Scheme in respect of such shares.
14.Structure of the Proposal
The Proposal will be effected by means of a scheme of arrangement under the
Companies Act 2006.
Genesis has determined that, for the purposes of the Court Resolutions required
to approve the Scheme, there will be two classes of Scheme Shareholder:
* the Voting Scheme Shareholders (being Scheme Shareholders other than PGS); and
* PGS.
This is because PGS has certain arrangements in place which may mean that, in
deciding whether to approve the Scheme, it is motivated by different
considerations from those applicable to Voting Scheme Shareholders. If the
Scheme becomes effective, PGS will, on a change of control of Genesis, amongst
other things, receive a fee of US$7 million pursuant to existing contractual
arrangements with Genesis and Bayerngas and Bayerngas will seek, amongst other
things, to obtain a release from (and until such time, will indemnify PGS in
relation to) certain guarantees given by PGS to the Secretary of State in
respect of certain of Genesis's UK Continental Shelf petroleum licence
obligations and terminate certain PGS payment agreements.
Implementation of the Scheme requires the approval of the Court Resolutions by
both classes of Scheme Shareholder and the approval by Genesis Shareholders of
the resolutions to be proposed at the General Meeting. In relation to the Court
Resolutions, as PGS is the sole member of its class of Scheme Shareholder, a
separate court meeting will not be convened for that class and PGS has provided
its written irrevocable consent to, and approval of, the PGS Court Resolution
and the Scheme.
All Genesis Shareholders (except for PGS in relation to the Court Meeting only)
whose names appear on the register of members of Genesis at the Voting Record
Time shall be entitled to attend and vote at the relevant meeting in respect of
the number of Genesis Shares registered in their name at the relevant time.
Whether or not Genesis Shareholders vote in favour of the Scheme at the Court
Meeting and/or the General Meeting, if the Scheme becomes effective Genesis
Shareholders' Genesis Shares will be cancelled, and Genesis Shareholders will
receive the Consideration available under the Proposal of 8.7 pence in cash per
Genesis Share held.
In order to become effective, the Scheme must be approved by (i) a majority in
number of the Voting Scheme Shareholders present and voting, either in person or
by proxy, representing at least 75 per cent. in value of the Genesis Shares held
by such Voting Scheme Shareholders and (ii) PGS. In addition, a special
resolution implementing the Scheme must be passed by Genesis Shareholders
representing 75 per cent. of the votes cast at the General Meeting.
The Scheme will be subject to the Conditions and further terms to be set out in
the Scheme Document. The purpose of the Scheme is to provide for Bayerngas to
become the owner of the whole of the issued ordinary share capital of Genesis.
This is to be achieved by the cancellation of the Scheme Shares and the
application of the reserve arising from such cancellation in paying up in full a
number of new shares in Genesis (which is equal to the number of Scheme Shares
cancelled) and issuing them to Bayerngas, in consideration for which the holders
of the Scheme Shares will receive cash on the basis set out in paragraph 2 of
this announcement.
Following the Meetings, the Scheme must be sanctioned and the Reduction of
Capital confirmed by the Court.
On the Scheme becoming effective, it will be binding on all holders of Genesis
Shares including any holders who did not vote to approve the Scheme or who voted
against the Scheme.
Further details of the Scheme will be contained in the Scheme Document which is
expected to be posted to Genesis Shareholders shortly.
+------+-----------------------------------------------------------------------+
| 15. | Cancellation of admission to trading on AIM of the Genesis Shares and |
| | re-registration |
+------+-----------------------------------------------------------------------+
Prior to the Scheme becoming effective, Bayerngas intends to procure the making
of an application to the London Stock Exchange by Genesis for the cancellation
of the admission of the Genesis Shares to trading on AIM on the Scheme Effective
Date. The last day of dealings in Genesis Shares on AIM is expected to be on the
business day immediately prior to the date of the Court Hearing (it is
anticipated that such last dealing day will be in September 2009) and no
transfers of Genesis Shares will be registered after 6.00 p.m. on that date.
It is also proposed that, in addition to the cancellation of the admission to
trading on AIM of Genesis Shares, Genesis be re-registered as a private company
under the relevant provisions of the Companies Act 1985 following the Scheme
becoming effective.
16.Disclosure of interests in Genesis
As at 8 July 2009, the last practicable business day prior to this announcement,
neither Bayerngas nor, so far as Bayerngas is aware, any person acting in
concert with Bayerngas, had an interest in or right to subscribe for relevant
securities of Genesis or had any short position in relation to relevant
securities of Genesis (whether conditional or absolute and whether in the money
or otherwise), including any short position under a derivative, any agreement to
sell or any delivery obligation or right to require another person to purchase
or take delivery of any relevant securities of Genesis nor has any such person
borrowed or lent therein.
As at 8 July 2009, the last practicable business day prior to this announcement,
neither Bayerngas nor, so far as Bayerngas is aware, any person acting in
concert with Bayerngas, has borrowed or lent any relevant securities of Genesis.
17.General
The Proposal will be made on the terms and subject to the Conditions and further
terms and any additional terms which will be set out in the Scheme Document. The
Scheme Document will include full details of the Scheme, together with the
notice of the Court Meeting and General Meeting and expected timetable of the
Proposal. The Scheme Document and the forms of proxy are expected to be
despatched to Genesis Shareholders shortly.
Although the Company is incorporated in England, the Panel has determined that
the place of central management and control of the Company is currently located
outside of the UK, the Channel Islands and the Isle of Man. Accordingly, as the
Company is not one to which paragraph 3(a)(ii) of the City Code applies, the
Panel has confirmed that the Company is not subject to the City Code and Genesis
Shareholders will not be afforded any protection under the City Code. If
circumstances change, which could result in the Company being subject to the
City Code, the Company will consult with the Panel. If the Panel determines
that, as a result of such changes, the City Code becomes applicable to the
Company, an announcement will be made.
The full text of the conditions and principal further terms of the Scheme are
set out in Appendix 1. Appendix 2 contains details of the sources of information
and bases of calculations set out in this announcement. Appendix 3 contains
details of the Irrevocable Undertakings that have been provided to Bayerngas.
Appendix 4 contains definitions of certain expressions used in this
announcement.
All references in this announcement to times are to times in London (unless
otherwise stated).
Enquiries
+----------------------------------------------+----------------------+
| Genesis Petroleum Corporation PLC | +44 (0)1959 567450 |
+----------------------------------------------+----------------------+
| Gerry Harrison, Chairman and Chief Executive | |
| Officer | |
+----------------------------------------------+----------------------+
| | |
+----------------------------------------------+----------------------+
| Thomas Weisel Partners (Financial Adviser to | +44 (0)20 7877 4300 |
| Genesis) | |
+----------------------------------------------+----------------------+
| Paul Newman | |
+----------------------------------------------+----------------------+
| | |
+----------------------------------------------+----------------------+
| Jefferies International Limited (Nominated | +44 (0)20 7029 8000 |
| Adviser and Broker to Genesis) | |
+----------------------------------------------+----------------------+
| Jack Pryde | |
+----------------------------------------------+----------------------+
| Schuyler Evans | |
+----------------------------------------------+----------------------+
| | |
+----------------------------------------------+----------------------+
| Bayerngas Norge AS | +47 22 52 99 00 |
+----------------------------------------------+----------------------+
| Arne Westeng, Managing Director | |
+----------------------------------------------+----------------------+
| | |
+----------------------------------------------+----------------------+
| Deloitte Corporate Finance (Financial | +44 (0)20 7936 3000 |
| Adviser to Bayerngas) | |
+----------------------------------------------+----------------------+
| Jonathan Hinton | |
+----------------------------------------------+----------------------+
| Léonie Grimes | |
+----------------------------------------------+----------------------+
This announcement does not constitute an offer to sell or subscribe for or an
invitation to purchase or subscribe for any securities or the solicitation of
any vote or approval in any jurisdiction, nor shall there be any sale, issuance
or transfer of the securities referred to in this announcement in any
jurisdiction in contravention of applicable law or regulation. The Proposal will
be made solely by means of the Scheme Document which will contain the full terms
and conditions of the Scheme.
The Scheme Document will be posted to Genesis Shareholders shortly and
thereafter will be available for public inspection at the offices of Watson,
Farley & Williams LLP, 15 Appold Street, London, EC2A 2HB, during usual business
hours on any weekday (Saturdays, Sundays and UK public holidays excepted) until
the Scheme Effective Date.
Thomas Weisel Partners, which is authorised and regulated in the United Kingdom
by the FSA, is acting exclusively for Genesis and no-one else in connection with
the Proposal. Thomas Weisel Partners is not acting for, and will not be
responsible to anyone other than Genesis for providing the protections afforded
to clients of Thomas Weisel Partners International Limited nor for providing
advice in relation to the Proposal or any other matter referred to in this
announcement.
Deloitte Corporate Finance is acting exclusively for Bayerngas and no-one else
in connection with the Proposal. Deloitte Corporate Finance is not acting for,
and will not be responsible to, anyone other than Bayerngas for providing the
protections afforded to clients of Deloitte Corporate Finance nor for providing
advice in relation to the Proposal or any matter referred to in this
announcement. Deloitte Corporate Finance is a division of Deloitte LLP, which is
authorised and regulated by the Financial Services Authority in respect of
regulated activities.
The availability of the Proposal to Genesis Shareholders who are not resident in
the United Kingdom may be affected by the laws or regulations of the relevant
jurisdictions in which they are located. Persons who are not resident in the
United Kingdom should inform themselves about, and observe, applicable legal or
regulatory requirements of their jurisdiction.
The Genesis Directors accept responsibility for the information, views and
opinions contained in this announcement, save for the information, views and
opinions for which the Bayerngas Directors accept responsibility. To the best of
the knowledge and belief of the Genesis Directors (who have taken all reasonable
care to ensure that such is the case), the information contained in this
announcement for which they accept responsibility is in accordance with the
facts and does not omit anything likely to affect the import of such
information.
The Bayerngas Directors accept responsibility for all information contained in
this announcement relating to the Bayerngas Group, the opinions of Bayerngas,
the Bayerngas Directors, members of their immediate families, related trusts and
persons connected with them within the meaning of sections 252 to 255 of the
Companies Act 2006. To the best of the knowledge and belief of the Bayerngas
Directors (who have taken all reasonable care to ensure that such is the case),
the information contained in this announcement for which they accept
responsibility is in accordance with the facts and does not omit anything likely
to affect the import of such information.
Although the Company is incorporated in England, the Panel has determined that
the place of central management and control of the Company is currently located
outside of the UK, the Channel Islands and the Isle of Man. Accordingly, as the
Company is not one to which paragraph 3(a)(ii) of the City Code applies, the
Panel has confirmed that the Company is not subject to the City Code and Genesis
Shareholders will not be afforded any protection under the City Code. If
circumstances change, which could result in the Company being subject to the
City Code, the Company will consult with the Panel. If the Panel determines
that, as a result of such changes, the City Code becomes applicable to the
Company, an announcement will be made.
Forward-Looking Statements
This announcement may contain certain "forward-looking statements" with respect
to the expected timing of the Proposal, the expected effects on Genesis and
Bayerngas of the Proposal, the financial condition, results of operations and
business of Genesis, certain plans and objectives of Bayerngas in respect of
that business and all other statements in this announcement other than
statements of historical fact. In some cases, these forward-looking statements
can be identified by the use of forward-looking terminology, including, without
limitation, the terms "believes", "estimates", "plans", "continues", "aims",
"projects", "prepares", "anticipates", "expects", "intends", "may", "will" or
"should" or, in each case, their negative or other variations or comparable
terminology. Recipients of this announcement should specifically consider the
factors identified in this announcement which could cause actual results to
differ before making any decision. Such forward-looking statements involve known
and unknown risks, uncertainties and other factors, which may cause the actual
results, performance or achievements of Genesis, or industry results, to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such forward-looking
statements are based on assumptions and assessments made by Genesis or
Bayerngas, as the case may be, in light of their experience and their perception
of historical trends, current conditions, future business strategies and other
factors they believe appropriate. Such forward-looking statements speak only as
at the date of this announcement. Genesis and Bayerngas expressly disclaim any
obligation or undertaking to release publicly any updates or revisions to any
forward-looking statements contained in this announcement to reflect any change
in Genesis's or Bayerngas's expectations with regard thereto or any change in
events, conditions or circumstances on which any such statement is based, except
as required by applicable law.
APPENDIX 1
CONDITIONS to the implementation of the OFFER
The Scheme will be subject to the following Conditions:
1. The Proposal will be conditional upon the Scheme becoming effective by not
later than 17 December 2009 or such later date (if any) as Genesis and Bayerngas
may agree and the Court may allow.
2. The Scheme will be subject to the following conditions:
+----------+---------------+
| (a) | approval |
| | of the |
| | Scheme |
| | by: a |
| | majority |
| | in |
| | number, |
| | representing |
| | at least |
| | three-fourths |
| | in value, of |
| | the Voting |
| | Scheme |
| | Shareholders |
| | present and |
| | voting, |
| | either in |
| | person or by |
| | proxy, at the |
| | Court Meeting |
| | (or at any |
| | adjournment |
| | of such |
| | meeting); and |
| | PGS; |
+----------+---------------+
| (b) | all |
| | resolutions |
| | required to |
| | approve and |
| | implement |
| | the Scheme |
| | set out in |
| | the notice |
| | of the GM |
| | being duly |
| | passed by |
| | the |
| | requisite |
| | majority at |
| | the GM (or |
| | at any |
| | adjournment |
| | of such |
| | meeting); |
| | and |
+----------+---------------+
| (c) | the |
| | sanction |
| | of the |
| | Scheme |
| | and the |
| | confirmation |
| | of the |
| | Reduction of |
| | Capital |
| | involved |
| | therein by |
| | the Court |
| | (in either |
| | case, with |
| | or without |
| | modification |
| | on terms |
| | acceptable |
| | to Bayerngas |
| | and Genesis) |
| | and office |
| | copies of |
| | the Scheme |
| | Court Order |
| | and the |
| | Reduction |
| | Court Order |
| | (with the |
| | minute of |
| | reduction |
| | attached) |
| | being |
| | delivered to |
| | the |
| | Registrar of |
| | Companies in |
| | England and |
| | Wales for |
| | registration |
| | and, in the |
| | case of the |
| | Reduction |
| | Court Order, |
| | registered |
| | by him. |
+----------+---------------+
3. Bayerngas and Genesis have agreed that the Proposal will also be
conditional upon the following matters and, accordingly, the necessary action to
make the Proposal effective will not be taken unless such conditions have been
satisfied or waived prior to the Court's sanction of the Scheme being sought:
+----------+----------------+
| (a) | all |
| | Authorisations |
| | which are |
| | necessary in |
| | any relevant |
| | jurisdiction |
| | for or in |
| | respect of: |
| | the Proposal |
| | or the |
| | acquisition or |
| | proposed |
| | acquisition of |
| | any shares or |
| | other |
| | securities in, |
| | or control or |
| | management of, |
| | Genesis or any |
| | other member |
| | of the Wider |
| | Genesis Group |
| | by any member |
| | of the Wider |
| | Bayerngas |
| | Group; or the |
| | carrying on by |
| | any member of |
| | the Wider |
| | Genesis Group |
| | of its |
| | business, |
| | having been |
| | obtained from |
| | all |
| | appropriate |
| | Third Parties |
| | or from any |
| | persons or |
| | bodies with |
| | whom any |
| | member of the |
| | Wider Genesis |
| | Group has |
| | entered into |
| | contractual |
| | arrangements, |
| | in each case |
| | where the |
| | absence of |
| | such |
| | Authorisations |
| | would have a |
| | material |
| | adverse effect |
| | on the Wider |
| | Genesis Group |
| | taken as a |
| | whole and all |
| | such |
| | Authorisations |
| | remaining in |
| | full force and |
| | effect and |
| | there being no |
| | notice of any |
| | intention to |
| | revoke, |
| | suspend or not |
| | to renew any |
| | of the same |
| | having been |
| | received by |
| | Genesis; |
+----------+----------------+
| (b) | no Third |
| | Party |
| | having |
| | intervened |
| | (as |
| | defined |
| | below) and |
| | there not |
| | continuing |
| | to be |
| | outstanding |
| | any |
| | statute, |
| | regulation |
| | or order of |
| | any Third |
| | Party in |
| | each case |
| | which could |
| | reasonably |
| | be expected |
| | to: |
+----------+----------------+
+----------+----------+----------+----------+----------------+
| | | | (i) | make the |
| | | | | Proposal, |
| | | | | its |
| | | | | implementation |
| | | | | or the |
| | | | | acquisition or |
| | | | | proposed |
| | | | | acquisition by |
| | | | | Bayerngas or |
| | | | | any member of |
| | | | | the Wider |
| | | | | Bayerngas |
| | | | | Group of any |
| | | | | shares or |
| | | | | other |
| | | | | securities in, |
| | | | | or control or |
| | | | | management of, |
| | | | | Genesis or any |
| | | | | member of the |
| | | | | Wider Genesis |
| | | | | Group void, |
| | | | | illegal or |
| | | | | unenforceable |
| | | | | in any |
| | | | | jurisdiction, |
| | | | | or otherwise |
| | | | | directly or |
| | | | | indirectly |
| | | | | materially |
| | | | | restrain, |
| | | | | prevent, |
| | | | | prohibit, |
| | | | | restrict or |
| | | | | delay the same |
| | | | | or impose |
| | | | | additional |
| | | | | material |
| | | | | conditions or |
| | | | | obligations |
| | | | | with respect |
| | | | | to the |
| | | | | Proposal or |
| | | | | such |
| | | | | acquisition, |
| | | | | or otherwise |
| | | | | materially |
| | | | | impede, |
| | | | | challenge or |
| | | | | interfere with |
| | | | | the Proposal |
| | | | | or such |
| | | | | acquisition, |
| | | | | or require |
| | | | | material |
| | | | | amendment to |
| | | | | the terms of |
| | | | | the Proposal |
| | | | | or such |
| | | | | acquisition; |
+----------+----------+----------+----------+----------------+
| | | | (ii) | limit or |
| | | | | delay, |
| | | | | or |
| | | | | impose |
| | | | | any |
| | | | | limitations |
| | | | | on the |
| | | | | ability of |
| | | | | any member |
| | | | | of the |
| | | | | Wider |
| | | | | Bayerngas |
| | | | | Group or |
| | | | | any member |
| | | | | of the |
| | | | | Wider |
| | | | | Genesis |
| | | | | Group to |
| | | | | acquire or |
| | | | | to hold or |
| | | | | to exercise |
| | | | | effectively, |
| | | | | directly or |
| | | | | indirectly, |
| | | | | all or any |
| | | | | rights of |
| | | | | ownership in |
| | | | | respect of |
| | | | | shares or |
| | | | | other |
| | | | | securities |
| | | | | in, or to |
| | | | | exercise |
| | | | | voting or |
| | | | | management |
| | | | | control |
| | | | | over, any |
| | | | | member of |
| | | | | the Wider |
| | | | | Genesis |
| | | | | Group or any |
| | | | | member of |
| | | | | the Wider |
| | | | | Bayerngas |
| | | | | Group in |
| | | | | each case to |
| | | | | an extent |
| | | | | which is |
| | | | | material in |
| | | | | the context |
| | | | | of the Wider |
| | | | | Bayerngas |
| | | | | Group taken |
| | | | | as a whole |
| | | | | or the Wider |
| | | | | Genesis |
| | | | | Group taken |
| | | | | as a whole |
| | | | | as the case |
| | | | | may be; |
+----------+----------+----------+----------+----------------+
| | | | (iii) | require, |
| | | | | prevent |
| | | | | or |
| | | | | materially |
| | | | | delay the |
| | | | | divestiture |
| | | | | or |
| | | | | materially |
| | | | | and |
| | | | | adversely |
| | | | | alter the |
| | | | | terms |
| | | | | envisaged |
| | | | | for any |
| | | | | proposed |
| | | | | divestiture |
| | | | | by any |
| | | | | member of |
| | | | | the Wider |
| | | | | Bayerngas |
| | | | | Group of |
| | | | | any shares |
| | | | | or other |
| | | | | securities |
| | | | | in Genesis; |
+----------+----------+----------+----------+----------------+
| | | | (iv) | require, |
| | | | | prevent |
| | | | | or delay |
| | | | | the |
| | | | | divestiture |
| | | | | or |
| | | | | adversely |
| | | | | alter the |
| | | | | terms |
| | | | | envisaged |
| | | | | for any |
| | | | | proposed |
| | | | | divestiture |
| | | | | by any |
| | | | | member of |
| | | | | the Wider |
| | | | | Bayerngas |
| | | | | Group or by |
| | | | | any member |
| | | | | of the |
| | | | | Wider |
| | | | | Genesis |
| | | | | Group of |
| | | | | all or any |
| | | | | portion of |
| | | | | their |
| | | | | respective |
| | | | | businesses, |
| | | | | assets or |
| | | | | properties |
| | | | | or (except |
| | | | | in relation |
| | | | | to |
| | | | | limitations |
| | | | | which apply |
| | | | | generally |
| | | | | to entities |
| | | | | conducting |
| | | | | similar |
| | | | | businesses) |
| | | | | impose any |
| | | | | limitation |
| | | | | on the |
| | | | | ability of |
| | | | | any of them |
| | | | | to conduct |
| | | | | any of |
| | | | | their |
| | | | | respective |
| | | | | businesses |
| | | | | or to own |
| | | | | or control |
| | | | | any of |
| | | | | their |
| | | | | respective |
| | | | | assets or |
| | | | | properties |
| | | | | or any part |
| | | | | thereof in |
| | | | | each case |
| | | | | to an |
| | | | | extent to |
| | | | | which is |
| | | | | material in |
| | | | | the context |
| | | | | of the |
| | | | | Wider |
| | | | | Bayerngas |
| | | | | Group taken |
| | | | | as a whole |
| | | | | or the |
| | | | | Wider |
| | | | | Genesis |
| | | | | Group taken |
| | | | | as a whole, |
| | | | | as the case |
| | | | | may be; |
+----------+----------+----------+----------+----------------+
| | | | (v) | except |
| | | | | as |
| | | | | required |
| | | | | pursuant |
| | | | | to the |
| | | | | Proposal, |
| | | | | require |
| | | | | any |
| | | | | member of |
| | | | | the Wider |
| | | | | Bayerngas |
| | | | | Group or |
| | | | | of the |
| | | | | Wider |
| | | | | Genesis |
| | | | | Group to |
| | | | | acquire, |
| | | | | or to |
| | | | | offer to |
| | | | | acquire, |
| | | | | any |
| | | | | shares or |
| | | | | other |
| | | | | securities |
| | | | | (or the |
| | | | | equivalent) |
| | | | | in any |
| | | | | member of |
| | | | | either |
| | | | | group owned |
| | | | | by any |
| | | | | third |
| | | | | party; |
+----------+----------+----------+----------+----------------+
| | | | (vi) | impose |
| | | | | any |
| | | | | limitation |
| | | | | on the |
| | | | | ability of |
| | | | | any member |
| | | | | of the |
| | | | | Wider |
| | | | | Bayerngas |
| | | | | Group or |
| | | | | of the |
| | | | | Wider |
| | | | | Genesis |
| | | | | Group to |
| | | | | conduct or |
| | | | | integrate |
| | | | | or |
| | | | | co?ordinate |
| | | | | its |
| | | | | business, |
| | | | | or any |
| | | | | material |
| | | | | part of it, |
| | | | | with the |
| | | | | businesses |
| | | | | or any |
| | | | | material |
| | | | | part of the |
| | | | | businesses |
| | | | | of any |
| | | | | other |
| | | | | member of |
| | | | | the Wider |
| | | | | Bayerngas |
| | | | | Group or of |
| | | | | the Wider |
| | | | | Genesis |
| | | | | Group; or |
+----------+----------+----------+----------+----------------+
| | | | (vii) | otherwise |
| | | | | materially |
| | | | | and |
| | | | | adversely |
| | | | | affect all |
| | | | | or a |
| | | | | material |
| | | | | part of |
| | | | | the |
| | | | | business, |
| | | | | assets, |
| | | | | profits, |
| | | | | financial |
| | | | | or trading |
| | | | | position |
| | | | | or |
| | | | | prospects |
| | | | | of any |
| | | | | member of |
| | | | | the Wider |
| | | | | Genesis |
| | | | | Group or |
| | | | | of the |
| | | | | Wider |
| | | | | Bayerngas |
| | | | | Group, in |
| | | | | each case |
| | | | | to an |
| | | | | extent |
| | | | | which is |
| | | | | material |
| | | | | in the |
| | | | | context of |
| | | | | the Wider |
| | | | | Bayerngas |
| | | | | Group |
| | | | | taken as a |
| | | | | whole or |
| | | | | the Wider |
| | | | | Genesis |
| | | | | Group |
| | | | | taken as a |
| | | | | whole, as |
| | | | | the case |
| | | | | may be, |
+----------+----------+----------+----------+----------------+
| and all applicable waiting and other time periods |
| during which any Third Party could intervene under |
| the laws of any relevant jurisdiction having |
| expired, lapsed or been terminated; |
+----------+----------+----------+----------+----------------+
+----------+---------------+
| (c) | all |
| | notifications |
| | and filings |
| | which are |
| | necessary |
| | having been |
| | made, all |
| | necessary |
| | waiting and |
| | other time |
| | periods |
| | (including |
| | any |
| | extensions of |
| | such waiting |
| | and other |
| | time periods) |
| | under any |
| | applicable |
| | legislation |
| | or regulation |
| | of any |
| | relevant |
| | jurisdiction |
| | having |
| | expired, |
| | lapsed or |
| | been |
| | terminated |
| | (as |
| | appropriate) |
| | and all |
| | statutory or |
| | regulatory |
| | obligations |
| | in any |
| | relevant |
| | jurisdiction |
| | having been |
| | complied |
| | with, in each |
| | case in |
| | connection |
| | with the |
| | Proposal or |
| | the |
| | acquisition |
| | or proposed |
| | acquisition |
| | of any shares |
| | or other |
| | securities |
| | in, or |
| | control or |
| | management |
| | of, Genesis |
| | or any other |
| | member of the |
| | Wider Genesis |
| | Group by any |
| | member of the |
| | Wider |
| | Bayerngas |
| | Group or the |
| | carrying on |
| | by any member |
| | of the Wider |
| | Genesis Group |
| | of its |
| | business; |
+----------+---------------+
| (d) | since 31 |
| | December |
| | 2008 and |
| | except |
| | as |
| | Disclosed, |
| | there |
| | being no |
| | provision |
| | of any |
| | arrangement, |
| | agreement, |
| | licence, |
| | permit, |
| | franchise or |
| | other |
| | instrument |
| | to which any |
| | member of |
| | the Wider |
| | Genesis |
| | Group is a |
| | party, or by |
| | or to which |
| | any such |
| | member or |
| | any of its |
| | material |
| | assets is or |
| | are or may |
| | be bound, |
| | entitled or |
| | subject or |
| | any |
| | circumstance, |
| | which, in |
| | each case as |
| | a consequence |
| | of the |
| | Proposal or |
| | the |
| | acquisition |
| | or proposed |
| | acquisition |
| | of any shares |
| | or other |
| | securities |
| | in, or |
| | control of, |
| | Genesis or |
| | any other |
| | member of the |
| | Wider Genesis |
| | Group by any |
| | member of the |
| | Wider |
| | Bayerngas |
| | Group or |
| | otherwise, |
| | could |
| | reasonably be |
| | expected to |
| | result in (in |
| | any case to |
| | an extent |
| | which is or |
| | would be |
| | material in |
| | the context |
| | of the Wider |
| | Genesis Group |
| | taken as a |
| | whole): |
+----------+---------------+
+----------+----------+----------+----------+--------------+
| | | | (i) | any |
| | | | | monies |
| | | | | borrowed |
| | | | | by or |
| | | | | any |
| | | | | other |
| | | | | indebtedness |
| | | | | or |
| | | | | liabilities |
| | | | | (actual or |
| | | | | contingent) |
| | | | | of, or any |
| | | | | grant |
| | | | | available |
| | | | | to, any |
| | | | | member of |
| | | | | the Wider |
| | | | | Genesis |
| | | | | Group being |
| | | | | or becoming |
| | | | | repayable or |
| | | | | capable of |
| | | | | being |
| | | | | declared |
| | | | | repayable |
| | | | | immediately |
| | | | | or prior to |
| | | | | its stated |
| | | | | repayment |
| | | | | date or the |
| | | | | ability of |
| | | | | any member |
| | | | | of the Wider |
| | | | | Genesis |
| | | | | Group to |
| | | | | borrow |
| | | | | monies or |
| | | | | incur any |
| | | | | indebtedness |
| | | | | being |
| | | | | withdrawn or |
| | | | | inhibited or |
| | | | | becoming |
| | | | | capable of |
| | | | | being |
| | | | | withdrawn; |
+----------+----------+----------+----------+--------------+
| | | | (ii) | the |
| | | | | creation |
| | | | | or |
| | | | | enforcement |
| | | | | of any |
| | | | | mortgage, |
| | | | | charge or |
| | | | | other |
| | | | | security |
| | | | | interest |
| | | | | over the |
| | | | | whole or |
| | | | | any part of |
| | | | | the |
| | | | | business, |
| | | | | property, |
| | | | | assets or |
| | | | | interests |
| | | | | of any |
| | | | | member of |
| | | | | the Wider |
| | | | | Genesis |
| | | | | Group or |
| | | | | any such |
| | | | | mortgage, |
| | | | | charge or |
| | | | | other |
| | | | | security |
| | | | | interest |
| | | | | (whenever |
| | | | | created, |
| | | | | arising or |
| | | | | having |
| | | | | arisen) |
| | | | | becoming |
| | | | | enforceable; |
+----------+----------+----------+----------+--------------+
| | | | (iii) | any such |
| | | | | arrangement, |
| | | | | agreement, |
| | | | | licence, |
| | | | | permit, |
| | | | | franchise or |
| | | | | instrument, |
| | | | | or the |
| | | | | rights, |
| | | | | liabilities, |
| | | | | obligations |
| | | | | or interests |
| | | | | of any |
| | | | | member of |
| | | | | the Wider |
| | | | | Genesis |
| | | | | Group |
| | | | | thereunder, |
| | | | | being, or |
| | | | | becoming |
| | | | | capable of |
| | | | | being, |
| | | | | terminated |
| | | | | or adversely |
| | | | | modified or |
| | | | | affected or |
| | | | | any adverse |
| | | | | action being |
| | | | | taken or any |
| | | | | obligation |
| | | | | or liability |
| | | | | arising |
| | | | | thereunder; |
| | | | | or |
+----------+----------+----------+----------+--------------+
| | | | (iv) | any |
| | | | | asset or |
| | | | | interest |
| | | | | of any |
| | | | | member |
| | | | | of the |
| | | | | Wider |
| | | | | Genesis |
| | | | | Group |
| | | | | being or |
| | | | | falling |
| | | | | to be |
| | | | | disposed |
| | | | | of or |
| | | | | ceasing |
| | | | | to be |
| | | | | available |
| | | | | to any |
| | | | | member of |
| | | | | the Wider |
| | | | | Genesis |
| | | | | Group or |
| | | | | any right |
| | | | | arising |
| | | | | under |
| | | | | which any |
| | | | | such |
| | | | | asset or |
| | | | | interest |
| | | | | could be |
| | | | | required |
| | | | | to be |
| | | | | disposed |
| | | | | of or |
| | | | | could |
| | | | | cease to |
| | | | | be |
| | | | | available |
| | | | | to any |
| | | | | member of |
| | | | | the Wider |
| | | | | Genesis |
| | | | | Group |
| | | | | otherwise |
| | | | | than in |
| | | | | the |
| | | | | ordinary |
| | | | | course of |
| | | | | business |
+----------+----------+----------+----------+--------------+
| | | | (v) | the |
| | | | | creation |
| | | | | of |
| | | | | liabilities |
| | | | | (actual or |
| | | | | contingent) |
| | | | | by any |
| | | | | member of |
| | | | | the Wider |
| | | | | Genesis |
| | | | | Group other |
| | | | | than in the |
| | | | | ordinary |
| | | | | course of |
| | | | | business; |
+----------+----------+----------+----------+--------------+
| | | | (vi) | the |
| | | | | rights, |
| | | | | liabilities, |
| | | | | obligations |
| | | | | or interests |
| | | | | of any |
| | | | | member of |
| | | | | the Wider |
| | | | | Genesis |
| | | | | Group under |
| | | | | any such |
| | | | | arrangement, |
| | | | | agreement, |
| | | | | licence, |
| | | | | permit, |
| | | | | franchise or |
| | | | | other |
| | | | | instrument |
| | | | | or the |
| | | | | interests or |
| | | | | business of |
| | | | | any such |
| | | | | member in or |
| | | | | with any |
| | | | | other |
| | | | | person, |
| | | | | firm, |
| | | | | company or |
| | | | | body (or any |
| | | | | arrangement |
| | | | | or |
| | | | | arrangements |
| | | | | relating to |
| | | | | any such |
| | | | | interests or |
| | | | | business) |
| | | | | being |
| | | | | terminated |
| | | | | or adversely |
| | | | | modified or |
| | | | | affected; or |
+----------+----------+----------+----------+--------------+
| | | | (vii) | the |
| | | | | financial |
| | | | | or |
| | | | | trading |
| | | | | position |
| | | | | of any |
| | | | | member of |
| | | | | the Wider |
| | | | | Genesis |
| | | | | Group |
| | | | | being |
| | | | | prejudiced |
| | | | | or |
| | | | | adversely |
| | | | | affected, |
+----------+----------+----------+----------+--------------+
and no event having occurred which, under any provision of any such arrangement,
agreement, licence, permit or other instrument, would, or might reasonably be
expected to, result in any of the events or circumstances which are referred to
in paragraphs (i) to (vii) of this condition (d) in any case to an extent which
is or would be material in the context of the Genesis Group taken as a whole;
+------+-----------------------------------------------------------------------+
| (e) | since 31 December 2008 and except as Disclosed, no member of the |
| | Wider Genesis Group having: |
+------+-----------------------------------------------------------------------+
+----------+----------+----------+----------+------------------------+
| | | | (i) | issued |
| | | | | or |
| | | | | agreed |
| | | | | to |
| | | | | issue, |
| | | | | or |
| | | | | authorised |
| | | | | 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 |
| | | | | or |
| | | | | transferred |
| | | | | or sold any |
| | | | | shares out |
| | | | | of treasury, |
| | | | | other than |
| | | | | as between |
| | | | | Genesis and |
| | | | | wholly?owned |
| | | | | subsidiaries |
| | | | | of Genesis |
| | | | | and other |
| | | | | than any |
| | | | | shares |
| | | | | issued or |
| | | | | shares |
| | | | | transferred |
| | | | | from |
| | | | | treasury |
| | | | | upon the |
| | | | | exercise of |
| | | | | any options |
| | | | | granted to |
| | | | | the Genesis |
| | | | | Optionholders; |
+----------+----------+----------+----------+------------------------+
| | | | (ii) | purchased |
| | | | | or |
| | | | | redeemed |
| | | | | or repaid |
| | | | | any of |
| | | | | its own |
| | | | | shares or |
| | | | | other |
| | | | | securities |
| | | | | or reduced |
| | | | | or made |
| | | | | any other |
| | | | | change to |
| | | | | any part |
| | | | | of its |
| | | | | share |
| | | | | capital; |
+----------+----------+----------+----------+------------------------+
| | | | (iii) | recommended, |
| | | | | declared, |
| | | | | paid or made |
| | | | | any dividend |
| | | | | or other |
| | | | | distribution |
| | | | | whether |
| | | | | payable in |
| | | | | cash or |
| | | | | otherwise or |
| | | | | made any |
| | | | | bonus issue |
| | | | | (other than |
| | | | | to Genesis |
| | | | | or a |
| | | | | wholly?owned |
| | | | | subsidiary |
| | | | | of Genesis); |
+----------+----------+----------+----------+------------------------+
| | | | (iv) | except |
| | | | | as |
| | | | | between |
| | | | | Genesis |
| | | | | and its |
| | | | | wholly-owned |
| | | | | subsidiaries |
| | | | | or between |
| | | | | such |
| | | | | wholly-owned |
| | | | | subsidiaries |
| | | | | made or |
| | | | | authorised |
| | | | | any change |
| | | | | in its loan |
| | | | | capital; |
+----------+----------+----------+----------+------------------------+
| | | | (v) | (other |
| | | | | than any |
| | | | | acquisition |
| | | | | or disposal |
| | | | | in the |
| | | | | ordinary |
| | | | | course of |
| | | | | business or |
| | | | | a |
| | | | | transaction |
| | | | | between |
| | | | | Genesis and |
| | | | | a |
| | | | | wholly?owned |
| | | | | subsidiary |
| | | | | of Genesis |
| | | | | or between |
| | | | | such |
| | | | | wholly-owned |
| | | | | subsidiaries) |
| | | | | merged with, |
| | | | | demerged or |
| | | | | acquired any |
| | | | | body |
| | | | | corporate, |
| | | | | partnership |
| | | | | or business |
| | | | | or acquired |
| | | | | or disposed |
| | | | | of or |
| | | | | transferred, |
| | | | | mortgaged, |
| | | | | charged or |
| | | | | created any |
| | | | | security |
| | | | | interest over |
| | | | | any assets or |
| | | | | any right, |
| | | | | title or |
| | | | | interest in |
| | | | | any assets |
| | | | | (including |
| | | | | shares in any |
| | | | | undertaking |
| | | | | and trade |
| | | | | investments) |
| | | | | or authorised |
| | | | | the same (in |
| | | | | each case to |
| | | | | an extent or |
| | | | | in a manner |
| | | | | which is |
| | | | | material in |
| | | | | the context |
| | | | | of the Wider |
| | | | | Genesis Group |
| | | | | taken as a |
| | | | | whole); |
+----------+----------+----------+----------+------------------------+
| | | | (vi) | issued |
| | | | | or |
| | | | | authorised |
| | | | | the issue |
| | | | | of, or |
| | | | | made any |
| | | | | change in |
| | | | | or to, any |
| | | | | debentures |
| | | | | or (except |
| | | | | in the |
| | | | | ordinary |
| | | | | course of |
| | | | | business |
| | | | | or except |
| | | | | as between |
| | | | | Genesis |
| | | | | and its |
| | | | | wholly-owned |
| | | | | subsidiaries |
| | | | | or between |
| | | | | such |
| | | | | wholly-owned |
| | | | | subsidiaries) incurred |
| | | | | or increased any |
| | | | | indebtedness or |
| | | | | liability (actual or |
| | | | | contingent) (in each |
| | | | | case to an extent |
| | | | | which is material in |
| | | | | the context of the |
| | | | | Genesis Group taken as |
| | | | | a whole); |
+----------+----------+----------+----------+------------------------+
| | | | (vii) | entered |
| | | | | into, |
| | | | | varied, |
| | | | | or |
| | | | | authorised |
| | | | | any |
| | | | | agreement, |
| | | | | transaction, |
| | | | | arrangement |
| | | | | or |
| | | | | commitment |
| | | | | (whether in |
| | | | | respect of |
| | | | | capital |
| | | | | expenditure |
| | | | | or |
| | | | | otherwise) |
| | | | | which: |
+----------+----------+----------+----------+------------------------+
+----------+----------+----------+----------+----------+----------+----------+-------------+
| | | | | | | (A) | is of a |
| | | | | | | | long |
| | | | | | | | term, |
| | | | | | | | onerous |
| | | | | | | | or |
| | | | | | | | unusual |
| | | | | | | | nature |
| | | | | | | | or |
| | | | | | | | magnitude |
| | | | | | | | or which |
| | | | | | | | is |
| | | | | | | | reasonably |
| | | | | | | | likely to |
| | | | | | | | involve an |
| | | | | | | | obligation |
| | | | | | | | of such |
| | | | | | | | nature or |
| | | | | | | | magnitude |
| | | | | | | | (without |
| | | | | | | | the prior |
| | | | | | | | written |
| | | | | | | | consent of |
| | | | | | | | Bayerngas); |
+----------+----------+----------+----------+----------+----------+----------+-------------+
| | | | | | | (B) | is |
| | | | | | | | reasonably |
| | | | | | | | likely to |
| | | | | | | | restrict |
| | | | | | | | the |
| | | | | | | | business |
| | | | | | | | of any |
| | | | | | | | member of |
| | | | | | | | the Wider |
| | | | | | | | Genesis |
| | | | | | | | Group |
| | | | | | | | (without |
| | | | | | | | the prior |
| | | | | | | | written |
| | | | | | | | consent of |
| | | | | | | | Bayerngas); |
| | | | | | | | or |
+----------+----------+----------+----------+----------+----------+----------+-------------+
| | | | | | | (C) | is other |
| | | | | | | | than in |
| | | | | | | | the |
| | | | | | | | ordinary |
| | | | | | | | course |
| | | | | | | | of |
| | | | | | | | business |
| | | | | | | | (without |
| | | | | | | | the |
| | | | | | | | prior |
| | | | | | | | written |
| | | | | | | | consent |
| | | | | | | | of |
| | | | | | | | Bayerngas), |
| | | | | | | | and which |
| | | | | | | | in any case |
| | | | | | | | is material |
| | | | | | | | in the |
| | | | | | | | context of |
| | | | | | | | the Genesis |
| | | | | | | | Group taken |
| | | | | | | | as a whole; |
+----------+----------+----------+----------+----------+----------+----------+-------------+
+----------+----------+----------+----------+-----------------+
| | | | (viii) | except |
| | | | | as |
| | | | | between |
| | | | | Genesis |
| | | | | and its |
| | | | | wholly-owned |
| | | | | subsidiaries |
| | | | | or between |
| | | | | such |
| | | | | wholly-owned |
| | | | | subsidiaries |
| | | | | entered |
| | | | | into, |
| | | | | implemented, |
| | | | | effected or |
| | | | | authorised |
| | | | | any merger, |
| | | | | demerger, |
| | | | | reconstruction, |
| | | | | amalgamation, |
| | | | | scheme, |
| | | | | commitment or |
| | | | | other |
| | | | | transaction or |
| | | | | arrangement in |
| | | | | respect of |
| | | | | itself or |
| | | | | another member |
| | | | | of the Wider |
| | | | | Genesis Group |
| | | | | otherwise than |
| | | | | in the ordinary |
| | | | | course of |
| | | | | business which |
| | | | | in any case is |
| | | | | material in the |
| | | | | context of the |
| | | | | Genesis Group |
| | | | | taken as a |
| | | | | whole; |
+----------+----------+----------+----------+-----------------+
| | | | (ix) | entered |
| | | | | into or |
| | | | | varied |
| | | | | the |
| | | | | terms |
| | | | | of, any |
| | | | | contract, |
| | | | | agreement |
| | | | | or |
| | | | | arrangement |
| | | | | with any of |
| | | | | the |
| | | | | directors |
| | | | | or senior |
| | | | | executives |
| | | | | of any |
| | | | | member of |
| | | | | the Wider |
| | | | | Genesis |
| | | | | Group; |
+----------+----------+----------+----------+-----------------+
| | | | (x) | taken |
| | | | | any |
| | | | | corporate |
| | | | | action or |
| | | | | had any |
| | | | | legal |
| | | | | proceedings |
| | | | | instituted |
| | | | | or |
| | | | | threatened |
| | | | | against it |
| | | | | or petition |
| | | | | presented |
| | | | | or order |
| | | | | made, in |
| | | | | each case, |
| | | | | for its |
| | | | | winding?up |
| | | | | (voluntarily |
| | | | | or |
| | | | | otherwise), |
| | | | | dissolution |
| | | | | or |
| | | | | reorganisation |
| | | | | or for the |
| | | | | appointment of |
| | | | | a receiver, |
| | | | | administrator, |
| | | | | administrative |
| | | | | receiver, |
| | | | | trustee or |
| | | | | similar |
| | | | | officer of all |
| | | | | or any part of |
| | | | | its assets and |
| | | | | revenues or |
| | | | | any analogous |
| | | | | proceedings in |
| | | | | any |
| | | | | jurisdiction |
| | | | | or appointed |
| | | | | any analogous |
| | | | | person in any |
| | | | | jurisdiction |
| | | | | which in any |
| | | | | case is |
| | | | | material in |
| | | | | the context of |
| | | | | the Genesis |
| | | | | Group taken as |
| | | | | a whole; |
+----------+----------+----------+----------+-----------------+
| | | | (xi) | been |
| | | | | unable, |
| | | | | or |
| | | | | admitted |
| | | | | in |
| | | | | writing |
| | | | | that it |
| | | | | is |
| | | | | unable, |
| | | | | to pay |
| | | | | its |
| | | | | debts or |
| | | | | having |
| | | | | stopped |
| | | | | or |
| | | | | suspended |
| | | | | (or |
| | | | | threatened |
| | | | | to stop or |
| | | | | suspend) |
| | | | | payment of |
| | | | | its debts |
| | | | | generally |
| | | | | or ceased |
| | | | | or |
| | | | | threatened |
| | | | | to cease |
| | | | | carrying |
| | | | | on all or |
| | | | | a |
| | | | | substantial |
| | | | | part of its |
| | | | | business in |
| | | | | any case |
| | | | | with a |
| | | | | material |
| | | | | adverse |
| | | | | effect on |
| | | | | the Genesis |
| | | | | Group taken |
| | | | | as a whole; |
+----------+----------+----------+----------+-----------------+
| | | | (xii) | waived |
| | | | | or |
| | | | | compromised |
| | | | | any claim, |
| | | | | otherwise |
| | | | | than in the |
| | | | | ordinary |
| | | | | course of |
| | | | | business, |
| | | | | which is |
| | | | | material in |
| | | | | the context |
| | | | | of the |
| | | | | Genesis |
| | | | | Group taken |
| | | | | as a whole; |
+----------+----------+----------+----------+-----------------+
| | | | (xiii) | made any |
| | | | | alteration |
| | | | | to its |
| | | | | memorandum |
| | | | | or |
| | | | | articles |
| | | | | of |
| | | | | association; |
+----------+----------+----------+----------+-----------------+
| | | | (xiv) | proposed, |
| | | | | agreed to |
| | | | | provide |
| | | | | or |
| | | | | modified |
| | | | | the terms |
| | | | | of any |
| | | | | share |
| | | | | option |
| | | | | scheme, |
| | | | | incentive |
| | | | | scheme or |
| | | | | other |
| | | | | benefit |
| | | | | relating |
| | | | | to the |
| | | | | employment |
| | | | | or |
| | | | | termination |
| | | | | of |
| | | | | employment |
| | | | | of any |
| | | | | person |
| | | | | employed by |
| | | | | the Wider |
| | | | | Genesis |
| | | | | Group in a |
| | | | | manner |
| | | | | which is |
| | | | | material in |
| | | | | the context |
| | | | | of the |
| | | | | Genesis |
| | | | | Group taken |
| | | | | as a whole; |
| | | | | or |
+----------+----------+----------+----------+-----------------+
| | | | (xv) | entered |
| | | | | into any |
| | | | | agreement, |
| | | | | commitment |
| | | | | or |
| | | | | arrangement |
| | | | | or passed |
| | | | | any |
| | | | | resolution |
| | | | | or made any |
| | | | | acquisition |
| | | | | or proposed |
| | | | | or |
| | | | | announced |
| | | | | any |
| | | | | intention |
| | | | | with |
| | | | | respect to |
| | | | | any of the |
| | | | | transactions, |
| | | | | matters or |
| | | | | events |
| | | | | referred to |
| | | | | in this |
| | | | | condition |
| | | | | (e); |
+----------+----------+----------+----------+-----------------+
| | | | (f) | since 31 |
| | | | | December |
| | | | | 2008 and |
| | | | | except |
| | | | | as |
| | | | | Disclosed: |
+----------+----------+----------+----------+-----------------+
| | | | (i) | there |
| | | | | having |
| | | | | been no |
| | | | | adverse |
| | | | | change |
| | | | | in the |
| | | | | business, |
| | | | | assets, |
| | | | | financial |
| | | | | or |
| | | | | trading |
| | | | | positions |
| | | | | or profit |
| | | | | or |
| | | | | prospects |
| | | | | of any |
| | | | | member of |
| | | | | the Wider |
| | | | | Genesis |
| | | | | Group |
| | | | | which in |
| | | | | any case |
| | | | | is |
| | | | | material |
| | | | | in the |
| | | | | context |
| | | | | of the |
| | | | | Genesis |
| | | | | Group |
| | | | | taken as |
| | | | | a whole; |
+----------+----------+----------+----------+-----------------+
| | | | (ii) | no |
| | | | | contingent |
| | | | | or other |
| | | | | liability |
| | | | | of any |
| | | | | member of |
| | | | | the Wider |
| | | | | Genesis |
| | | | | Group |
| | | | | having |
| | | | | arisen or |
| | | | | become |
| | | | | apparent |
| | | | | or |
| | | | | increased |
| | | | | which in |
| | | | | any case |
| | | | | is |
| | | | | materially |
| | | | | adverse in |
| | | | | the |
| | | | | context of |
| | | | | the |
| | | | | Genesis |
| | | | | Group |
| | | | | taken as a |
| | | | | whole; |
+----------+----------+----------+----------+-----------------+
| | | | (iii) | no |
| | | | | litigation, |
| | | | | arbitration |
| | | | | proceedings, |
| | | | | prosecution |
| | | | | or other |
| | | | | legal |
| | | | | proceedings |
| | | | | to which any |
| | | | | member of |
| | | | | the Wider |
| | | | | Genesis |
| | | | | Group is or |
| | | | | may become a |
| | | | | party |
| | | | | (whether as |
| | | | | claimant, |
| | | | | defendant or |
| | | | | otherwise) |
| | | | | having been |
| | | | | threatened, |
| | | | | announced, |
| | | | | implemented |
| | | | | or |
| | | | | instituted |
| | | | | by or |
| | | | | against or |
| | | | | remaining |
| | | | | outstanding |
| | | | | against or |
| | | | | in respect |
| | | | | of any |
| | | | | member of |
| | | | | the Wider |
| | | | | Genesis |
| | | | | Group which |
| | | | | in any case |
| | | | | is material |
| | | | | in the |
| | | | | context of |
| | | | | the Genesis |
| | | | | Group taken |
| | | | | as a whole; |
| | | | | and |
+----------+----------+----------+----------+-----------------+
| | | | (iv) | (other |
| | | | | than as |
| | | | | a result |
| | | | | of the |
| | | | | Proposal) |
| | | | | no |
| | | | | enquiry |
| | | | | or |
| | | | | investigation |
| | | | | by, or |
| | | | | complaint or |
| | | | | reference to, |
| | | | | any Third |
| | | | | Party having |
| | | | | been |
| | | | | threatened, |
| | | | | announced, |
| | | | | implemented, |
| | | | | instituted by |
| | | | | or against or |
| | | | | remaining |
| | | | | outstanding |
| | | | | against or in |
| | | | | respect of |
| | | | | any member of |
| | | | | the Wider |
| | | | | Genesis Group |
| | | | | which in any |
| | | | | case is |
| | | | | material in |
| | | | | the context |
| | | | | of the |
| | | | | Genesis Group |
| | | | | taken as a |
| | | | | whole; |
+----------+----------+----------+----------+-----------------+
+------+-----------------------------------------------------------------------+
| (g) | Bayerngas not having discovered: |
+------+-----------------------------------------------------------------------+
+----------+----------+----------+----------+-------------------+
| | | | (i) | that any |
| | | | | financial |
| | | | | or |
| | | | | business |
| | | | | or other |
| | | | | information |
| | | | | concerning |
| | | | | the Wider |
| | | | | Genesis |
| | | | | Group |
| | | | | Disclosed |
| | | | | is |
| | | | | misleading |
| | | | | or contains |
| | | | | any |
| | | | | misrepresentation |
| | | | | of fact or omits |
| | | | | to state a fact |
| | | | | necessary to make |
| | | | | any information |
| | | | | contained therein |
| | | | | not misleading |
| | | | | and which was not |
| | | | | subsequently |
| | | | | corrected before |
| | | | | the date of this |
| | | | | announcement |
| | | | | through being |
| | | | | Disclosed which |
| | | | | in any case is |
| | | | | material in the |
| | | | | context of the |
| | | | | Genesis Group |
| | | | | taken as a whole; |
| | | | | or |
+----------+----------+----------+----------+-------------------+
| | | | (ii) | that any |
| | | | | member |
| | | | | of the |
| | | | | Wider |
| | | | | Genesis |
| | | | | Group is |
| | | | | subject |
| | | | | to any |
| | | | | liability |
| | | | | (actual |
| | | | | or |
| | | | | contingent) |
| | | | | which is |
| | | | | not |
| | | | | Disclosed |
| | | | | and which |
| | | | | in any case |
| | | | | is material |
| | | | | and adverse |
| | | | | in the |
| | | | | context of |
| | | | | the Genesis |
| | | | | Group taken |
| | | | | as a whole; |
+----------+----------+----------+----------+-------------------+
+------+-----------------------------------------------------------------------+
| (h) | Bayerngas not having discovered other than to the extent Disclosed, |
| | in each case to an extent which is material and adverse in the |
| | context of the Wider Genesis Group taken as a whole: |
+------+-----------------------------------------------------------------------+
+----------+----------+----------+----------+----------------+
| | | | (i) | that any |
| | | | | past or |
| | | | | present |
| | | | | member |
| | | | | of the |
| | | | | Wider |
| | | | | Genesis |
| | | | | Group |
| | | | | has not |
| | | | | complied |
| | | | | with any |
| | | | | applicable |
| | | | | legislation |
| | | | | or |
| | | | | regulations |
| | | | | of any |
| | | | | jurisdiction |
| | | | | with regard |
| | | | | to the use, |
| | | | | treatment, |
| | | | | handling, |
| | | | | storage, |
| | | | | transport, |
| | | | | release, |
| | | | | disposal, |
| | | | | discharge, |
| | | | | spillage, |
| | | | | leak or |
| | | | | emission of |
| | | | | any waste or |
| | | | | hazardous |
| | | | | substance or |
| | | | | any |
| | | | | substance |
| | | | | likely to |
| | | | | impair the |
| | | | | environment |
| | | | | or harm |
| | | | | human |
| | | | | health, or |
| | | | | otherwise |
| | | | | relating to |
| | | | | environmental |
| | | | | matters or |
| | | | | the health |
| | | | | and safety of |
| | | | | any person, |
| | | | | or that there |
| | | | | has otherwise |
| | | | | been any such |
| | | | | use, |
| | | | | treatment, |
| | | | | handling, |
| | | | | storage, |
| | | | | transport, |
| | | | | release, |
| | | | | disposal, |
| | | | | discharge, |
| | | | | spillage, |
| | | | | leak or |
| | | | | emission |
| | | | | (whether or |
| | | | | not this |
| | | | | constituted a |
| | | | | non?compliance |
| | | | | by any person |
| | | | | with any |
| | | | | legislation or |
| | | | | regulations |
| | | | | and wherever |
| | | | | the same may |
| | | | | have taken |
| | | | | place) which, |
| | | | | in any case, |
| | | | | would be |
| | | | | likely to give |
| | | | | rise to any |
| | | | | liability |
| | | | | (whether |
| | | | | actual or |
| | | | | contingent) or |
| | | | | cost on the |
| | | | | part of any |
| | | | | member of the |
| | | | | Wider Genesis |
| | | | | Group; |
+----------+----------+----------+----------+----------------+
| | | | (ii) | that |
| | | | | there |
| | | | | is, or |
| | | | | is |
| | | | | reasonably |
| | | | | likely to |
| | | | | be, any |
| | | | | liability, |
| | | | | whether |
| | | | | actual or |
| | | | | contingent, |
| | | | | to make |
| | | | | good, |
| | | | | repair, |
| | | | | reinstate |
| | | | | or clean up |
| | | | | any |
| | | | | property |
| | | | | now or |
| | | | | previously |
| | | | | owned, |
| | | | | occupied or |
| | | | | made use of |
| | | | | by any past |
| | | | | or present |
| | | | | member of |
| | | | | the Wider |
| | | | | Genesis |
| | | | | Group or |
| | | | | any other |
| | | | | property or |
| | | | | any |
| | | | | controlled |
| | | | | waters |
| | | | | under any |
| | | | | environmental |
| | | | | legislation, |
| | | | | regulation, |
| | | | | notice, |
| | | | | circular, |
| | | | | order or |
| | | | | other lawful |
| | | | | requirement |
| | | | | of any |
| | | | | relevant |
| | | | | authority or |
| | | | | third party |
| | | | | or otherwise; |
+----------+----------+----------+----------+----------------+
For the purpose of these conditions:
+----------+---------------------+
| A. | "Third |
| | Party" |
| | means |
| | any |
| | central |
| | bank, |
| | government, |
| | government |
| | department |
| | or |
| | governmental, |
| | quasi?governmental, |
| | supranational, |
| | statutory, |
| | regulatory or |
| | investigative body, |
| | authority |
| | (including any |
| | national anti?trust |
| | or merger control |
| | authority), court, |
| | trade agency, |
| | association, |
| | institution or |
| | professional or |
| | environmental body |
| | or any other person |
| | or body whatsoever |
| | in any relevant |
| | jurisdiction; |
+----------+---------------------+
| B. | a Third |
| | Party |
| | shall be |
| | regarded |
| | as |
| | having |
| | "intervened" |
| | if it has |
| | decided to |
| | take, |
| | institute, |
| | implement or |
| | threaten any |
| | action, |
| | proceeding, |
| | suit, |
| | investigation, |
| | enquiry or |
| | reference or |
| | made, proposed |
| | or enacted any |
| | statute, |
| | regulation, |
| | decision or |
| | order or taken |
| | any measures |
| | or other steps |
| | or required |
| | any action to |
| | be taken or |
| | information to |
| | be provided or |
| | otherwise |
| | having done |
| | anything and |
| | "intervene" |
| | shall be |
| | construed |
| | accordingly; |
+----------+---------------------+
| C. | "Authorisations" |
| | means |
| | authorisations, |
| | orders, grants, |
| | recognitions, |
| | determinations, |
| | certificates, |
| | confirmations, |
| | consents, |
| | licences, |
| | clearances, |
| | provisions and |
| | approvals; |
+----------+---------------------+
| D. | "Disclosed" |
| | means: |
+----------+---------------------+
+----------+----------+----------+--------------+
| | | (i) | disclosed |
| | | | by |
| | | | Genesis |
| | | | as at 8 |
| | | | July |
| | | | 2009, in |
| | | | the |
| | | | Project |
| | | | Porsche |
| | | | virtual |
| | | | Data Room |
| | | | hosted by |
| | | | Watson, |
| | | | Farley & |
| | | | Williams |
| | | | LLP (the |
| | | | "VDR"); |
+----------+----------+----------+--------------+
| | | (ii) | disclosed |
| | | | by |
| | | | Genesis |
| | | | as at 8 |
| | | | July |
| | | | 2009, in |
| | | | the |
| | | | responses |
| | | | provided |
| | | | by |
| | | | Genesis |
| | | | to the |
| | | | due |
| | | | diligence |
| | | | questions |
| | | | of |
| | | | Freshfields |
| | | | Bruckhaus |
| | | | Deringer |
| | | | LLP and |
| | | | Deloitte |
| | | | LLP arising |
| | | | from the |
| | | | information |
| | | | contained |
| | | | in the VDR; |
| | | | or |
+----------+----------+----------+--------------+
| | | (iii) | disclosed |
| | | | by |
| | | | Genesis |
| | | | by the |
| | | | delivery |
| | | | of an |
| | | | announcement |
| | | | to a |
| | | | regulatory |
| | | | information |
| | | | service; or |
+----------+----------+----------+--------------+
| | | (iv) | disclosed |
| | | | by |
| | | | Genesis |
| | | | by |
| | | | inclusion |
| | | | in the |
| | | | annual |
| | | | report |
| | | | and |
| | | | accounts |
| | | | of |
| | | | Genesis |
| | | | for the |
| | | | year |
| | | | ended 31 |
| | | | December |
| | | | 2008; |
+----------+----------+----------+--------------+
+----------+---------------+
| E. | "Reduction |
| | Court |
| | Order" |
| | means the |
| | order of |
| | the Court |
| | sanctioning |
| | the |
| | reduction |
| | of share |
| | capital |
| | under |
| | section 137 |
| | of the |
| | Companies |
| | Act 1985 |
| | provided |
| | for by the |
| | Scheme; |
+----------+---------------+
| F. | "Scheme |
| | Court |
| | Order" |
| | means |
| | the |
| | order of |
| | the |
| | Court |
| | sanctioning |
| | the Scheme |
| | under |
| | section 899 |
| | of the |
| | Companies |
| | Act 2006; |
+----------+---------------+
| G. | "Wider |
| | Bayerngas |
| | Group" |
| | means as |
| | the |
| | context |
| | requires, |
| | Bayerngas, |
| | its |
| | subsidiaries, |
| | subsidiary |
| | undertakings, |
| | associated |
| | undertakings |
| | and any other |
| | undertaking |
| | in which |
| | Bayerngas has |
| | an interest |
| | in 20 per |
| | cent. or more |
| | of the total |
| | voting rights |
| | conferred by |
| | the equity |
| | capital of |
| | that |
| | undertaking; |
+----------+---------------+
| H. | "Wider |
| | Genesis |
| | Group" |
| | means as |
| | the |
| | context |
| | requires, |
| | Genesis, |
| | its |
| | subsidiaries, |
| | subsidiary |
| | undertakings, |
| | associated |
| | undertakings |
| | and any other |
| | undertaking |
| | in which |
| | Genesis has |
| | an interest |
| | in 20 per |
| | cent. or more |
| | of the total |
| | voting rights |
| | conferred by |
| | the equity |
| | capital of |
| | that |
| | undertaking; |
| | and |
+----------+---------------+
| I. | "AIM |
| | Rules" |
| | means |
| | the |
| | rules |
| | and |
| | guidance |
| | notes |
| | entitled |
| | AIM |
| | Rules |
| | for |
| | Companies |
| | published |
| | by the |
| | London |
| | Stock |
| | Exchange |
| | applicable |
| | to |
| | companies |
| | whose |
| | shares are |
| | traded on |
| | AIM. |
+----------+---------------+
Bayerngas reserves the right to waive all or any of the above conditions, in
whole or in part.
The conditions in paragraph 3 above must be fulfilled, be determined by
Bayerngas (acting in accordance with the Implementation Agreement) to be or
remain satisfied or (if capable of waiver) be waived prior to the hearing to
sanction the Scheme, failing which the Proposal will lapse. Bayerngas shall be
under no obligation to waive (if capable of waiver), to determine to be or
remain satisfied or treat as fulfilled any of the conditions in paragraph 3
above by the date specified above, notwithstanding that the other conditions of
the Proposal may at an earlier date have been waived or fulfilled and that there
are, at such earlier date, no circumstances indicating that any condition may
not be capable of fulfilment.
Bayerngas and Genesis have agreed that they will adhere to certain rules
(including, without limitation, any related rulings, public or known private
statements, views or guidance of the Panel) of the Code in respect of the
Proposal. These include rules 2.7, 13.1, 13.2 and 13.4 regarding the invocation
of the Conditions.
Certain further terms of the Proposal
Genesis Shares will be acquired by Bayerngas fully paid and free from all liens,
equitable interests, charges, encumbrances and other third party rights of any
nature whatsoever and together with all rights attaching to them, including the
right to receive and retain all dividends and distributions (if any) declared,
made or payable after the date of this announcement.
The Proposal will be on the terms and will be subject, inter alia, to Conditions
2 and 3 and those terms which will be set out in the Scheme Document and such
further terms as may be required to comply with the AIM Rules. The Proposal and
Scheme will be governed by English law and will be subject to the jurisdiction
of the Courts of England.
The availability of the Proposal to persons not resident in the United Kingdom
may be affected by the laws of the relevant jurisdictions. Persons who are not
resident in the United Kingdom should inform themselves about and observe any
applicable requirements.
Appendix 2
Bases and Sources
+-----+-------------------------------------------------------------------------+
| (a) | The value attributed to the current issued share capital of Genesis is |
| | based upon the 169,472,291 Genesis Shares in issue as at the close of |
| | business on 8 July 2009 (being the latest practicable date before the |
| | date of this announcement). |
+-----+-------------------------------------------------------------------------+
| | |
+-----+-------------------------------------------------------------------------+
| (b) | Unless otherwise stated, the financial information on Genesis has been |
| | extracted from Genesis's Annual Report and Accounts for the year ended |
| | 31 December 2008. |
+-----+-------------------------------------------------------------------------+
| | |
+-----+-------------------------------------------------------------------------+
| (c) | The International Securities Identification Number for Genesis Shares |
| | is GB00B1435395. |
+-----+-------------------------------------------------------------------------+
APPENDIX 3
IRREVOCABLE UNDERTAKINGS
+------+-----------------------------------------------------------------------+
| 1. | Genesis Directors |
+------+-----------------------------------------------------------------------+
| | The following Genesis Directors who hold Genesis Shares have |
| | irrevocably undertaken to vote in favour of the Scheme Resolutions as |
| | follows: |
+------+-----------------------------------------------------------------------+
+-------------+------------+-------------------+-------------------+
| Name | Holding | Per cent. of | Per cent. of |
| | | existing issued | existing issued |
| | | share capital of | share capital of |
| | | Genesis held by | Genesis held by |
| | | Voting Scheme | Genesis |
| | | Shareholders in | Shareholders in |
| | | relation to the | relation to the |
| | | Court Meeting | General Meeting |
+-------------+------------+-------------------+-------------------+
| M Haagaard | 8,923,200 | 7.47 | 5.27 |
+-------------+------------+-------------------+-------------------+
| G Harrison | 6,458,400 | 5.41 | 3.81 |
+-------------+------------+-------------------+-------------------+
+-----+------------------------------------------------------------------------+
| 2. | Genesis employees |
+-----+------------------------------------------------------------------------+
| | Certain employees of Genesis have irrevocably undertaken to vote in |
| | favour of the Scheme Resolutions as follows: |
+-----+------------------------------------------------------------------------+
+-------------+------------+-------------------+-------------------+
| Name | Holding | Per cent. of | Per cent. of |
| | | existing issued | existing issued |
| | | share capital of | share capital of |
| | | Genesis held by | Genesis held by |
| | | Voting Scheme | Genesis |
| | | Shareholders in | Shareholders in |
| | | relation to the | relation to the |
| | | Court Meeting | General Meeting |
+-------------+------------+-------------------+-------------------+
| P Gibbs | 3,510,720 | 2.94 | 2.07 |
+-------------+------------+-------------------+-------------------+
| H Jahre | 1,887,840 | 1.58 | 1.11 |
+-------------+------------+-------------------+-------------------+
| S Kueh | 1,887,840 | 1.58 | 1.11 |
+-------------+------------+-------------------+-------------------+
| F Sandnes | 300,000 | 0.25 | 0.18 |
+-------------+------------+-------------------+-------------------+
| G Landsend | 100,000 | 0.08 | 0.06 |
+-------------+------------+-------------------+-------------------+
+----------+--------------+
| 3. | Aker |
| | Capital |
| | AS |
+----------+--------------+
| | Aker |
| | Capital |
| | AS, a |
| | major |
| | Genesis |
| | Shareholder, |
| | has |
| | irrevocably |
| | undertaken |
| | to vote in |
| | favour of |
| | the Scheme |
| | Resolutions |
| | as follows: |
+----------+--------------+
+-------------+------------+-------------------+-------------------+
| Name | Holding | Per cent. of | Per cent. of |
| | | existing issued | existing issued |
| | | share capital of | share capital of |
| | | Genesis held by | Genesis held by |
| | | Voting Scheme | Genesis |
| | | Shareholders in | Shareholders in |
| | | relation to the | relation to the |
| | | Court Meeting | General Meeting |
+-------------+------------+-------------------+-------------------+
| Aker | 49,835,391 | 41.71 | 29.41 |
| Capital AS | | | |
+-------------+------------+-------------------+-------------------+
+------+------------------------------------+------------------------------------+
| 4. | PGS | |
+------+------------------------------------+------------------------------------+
| | PGS, a major Genesis Shareholder, has provided its irrevocable written |
| | consent to, and approval of, the PGS Court Resolution and the Scheme |
| | and has irrevocably undertaken to vote in favour of the special |
| | resolution to be proposed at the General Meeting as follows: |
+------+------------------------------------+------------------------------------+
+-------------+------------+-------------------+-------------------+
| Name | Holding | Per cent. of | Per cent. of |
| | | existing issued | existing issued |
| | | share capital of | share capital of |
| | | Genesis held by | Genesis held by |
| | | PGS in relation | Genesis |
| | | to the PGS Court | Shareholders in |
| | | Resolution | relation to the |
| | | | General Meeting |
+-------------+------------+-------------------+-------------------+
| PGS | 50,000,000 | 100.00 | 29.50 |
+-------------+------------+-------------------+-------------------+
+----------+--------------+
| 5. | Nature |
| | of the |
| | Irrevocable |
| | Undertakings |
+----------+--------------+
| | The |
| | Irrevocable |
| | Undertakings |
| | set out in |
| | paragraphs 1 |
| | to 4 above |
| | will remain |
| | binding even |
| | if a higher |
| | competing |
| | offer for |
| | Genesis is |
| | made |
+----------+--------------+
Appendix 4
Definitions
The following definitions apply throughout this announcement unless the context
requires otherwise:
+---------------------+--+------------------------------------------------+
| "AIM" | | the market of that name operated by the London |
| | | Stock Exchange; |
+---------------------+--+------------------------------------------------+
| "Aker Warrants" | | the warrants over 9,300,000 Genesis Shares |
| | | issued by Genesis to Aker Capital AS pursuant |
| | | to a warrant instrument dated December 2007 |
| | | between Genesis and Aker Capital AS; |
+---------------------+--+------------------------------------------------+
| "Bayerngas" | | Bayerngas Norge AS, of Lilleakerveien 4, 0283 |
| | | Oslo, Norway; |
+---------------------+--+------------------------------------------------+
| "Bayerngas | | the directors of Bayerngas at the date of this |
| Directors" | | announcement; |
+---------------------+--+------------------------------------------------+
| "Bayerngas Group" | | Bayerngas and its subsidiary undertakings and |
| | | associated undertakings and, where the context |
| | | permits, each of them; |
+---------------------+--+------------------------------------------------+
| "Board" | | as the context requires, the board of |
| | | directors of Genesis or the board of directors |
| | | of Bayerngas and the terms "Genesis Board" and |
| | | "Bayerngas Board" shall be construed |
| | | accordingly; |
+---------------------+--+------------------------------------------------+
| "Break Fee" | | the sum of one per cent. of the value of the |
| | | Proposal or, if the Proposal price is |
| | | increased at any time, one per cent. of the |
| | | increased acquisition price, each on a |
| | | fully-diluted basis (subject to any adjustment |
| | | for VAT); |
+---------------------+--+------------------------------------------------+
| "business day" | | a day (other than Saturday or Sunday or UK |
| | | public bank holidays) on which banks are |
| | | generally open for business in London; |
+---------------------+--+------------------------------------------------+
| "Code" or "City | | the City Code on Takeovers and Mergers; |
| Code" | | |
+---------------------+--+------------------------------------------------+
| "Companies Act | | The Companies Act 1985 (as amended); |
| 1985" | | |
+---------------------+--+------------------------------------------------+
| "Companies Act | | The Companies Act 2006 (as amended); |
| 2006" | | |
+---------------------+--+------------------------------------------------+
| "Conditions" | | the conditions to the implementation of the |
| | | Scheme and the Proposal set out in Appendix 1 |
| | | to this announcement; |
+---------------------+--+------------------------------------------------+
| "Consideration" | | the consideration payable under the Scheme to |
| | | Scheme Shareholders on the basis set out in |
| | | this announcement consisting of, for each |
| | | Genesis Share, 8.7 pence in cash; |
+---------------------+--+------------------------------------------------+
| "Court" | | the High Court of Justice in England and |
| | | Wales; |
+---------------------+--+------------------------------------------------+
| "Court Hearing" | | the hearing by the Court of the claim form to |
| | | sanction the Scheme under section 899 of the |
| | | Companies Act 2006 and to confirm the |
| | | cancellation and extinguishing of the Scheme |
| | | Shares provided for by the Scheme under |
| | | section 137 of the Companies Act 1985; |
+---------------------+--+------------------------------------------------+
| "Court Meeting" | | the meeting of Voting Scheme Shareholders (and |
| | | any adjournment thereof) to be convened |
| | | pursuant to an order of the Court pursuant to |
| | | section 896 of the Companies Act 2006 for the |
| | | purpose of considering the Scheme and, if |
| | | thought fit, approving the Scheme (with or |
| | | without amendment); |
+---------------------+--+------------------------------------------------+
| "Court Resolutions" | | the resolutions to be proposed to Voting |
| | | Scheme Shareholders at the Court Meeting and |
| | | the PGS Court Resolution; |
+---------------------+--+------------------------------------------------+
| "dealing day" | | a day on which dealings in domestic securities |
| | | may take place on, and with the authority of, |
| | | the London Stock Exchange; |
+---------------------+--+------------------------------------------------+
| "Deloitte Corporate | | a division of Deloitte LLP, whose registered |
| Finance" | | office is 2 New Street Square, London EC4A |
| | | 3BZ, United Kingdom; |
| | | |
+---------------------+--+------------------------------------------------+
| "FSA" | | the Financial Services Authority; |
+---------------------+--+------------------------------------------------+
| "General Meeting" | | the extraordinary general meeting of Genesis |
| or "GM" | | Shareholders to be convened by the notice to |
| | | be set out in the Scheme Document, including |
| | | any adjournment thereof; |
+---------------------+--+------------------------------------------------+
| "Genesis" or "the | | Genesis Petroleum Corporation PLC, of Genesis |
| Company" | | House, 1 & 2 The Grange, High Street, |
| | | Westerham, Kent, TN16 1AH, United Kingdom with |
| | | Company No. 05088411; |
+---------------------+--+------------------------------------------------+
| "Genesis Directors" | | the directors of Genesis at the date of this |
| | | announcement; |
+---------------------+--+------------------------------------------------+
| "Genesis Group" or | | Genesis and its subsidiary undertakings and |
| "Group" | | associated undertakings and, where the context |
| | | permits, each of them; |
+---------------------+--+------------------------------------------------+
| "Genesis | | holders of Genesis Options; |
| Optionholders" | | |
+---------------------+--+------------------------------------------------+
| "Genesis Options" | | the various unapproved share options issued by |
| | | Genesis to employees of the Genesis Group |
| | | including the Genesis Petroleum Corporation |
| | | Unapproved Share Option Plan established on 8 |
| | | June 2006 and Genesis's share options schemes |
| | | with each of Colin Gray, Bircham Dyson Bell, |
| | | Ronaldsons, Nabarro Wells Corporate Finance |
| | | and Neale Taylor; |
+---------------------+--+------------------------------------------------+
| "Genesis Shares" or | | ordinary shares of GBP0.03 each in the capital |
| "Shares" | | of Genesis; |
+---------------------+--+------------------------------------------------+
| "Genesis | | holders of Genesis Shares; |
| Shareholders" or | | |
| "Shareholders" | | |
+---------------------+--+------------------------------------------------+
| "Hearing Date" | | the date on which the Court sanctions the |
| | | Scheme and confirms the Reduction of Capital |
| | | which forms part of it; |
+---------------------+--+------------------------------------------------+
| "Hearing Record | | 6.00 p.m. on the business day immediately |
| Time" | | preceding the Hearing Date; |
+---------------------+--+------------------------------------------------+
| "holder" | | a registered holder and includes any person |
| | | entitled by transmission; |
+---------------------+--+------------------------------------------------+
| "IFRS" | | an individual International Financial |
| | | Reporting Standard or, as the context may |
| | | require the International Financial Reporting |
| | | Standards as a whole; |
+---------------------+--+------------------------------------------------+
| "Implementation | | the agreement entered into between Bayerngas |
| Agreement" | | and Genesis dated 9 July 2009 for the purposes |
| | | of implementing the Scheme; |
+---------------------+--+------------------------------------------------+
| "Independent | | means an offer, scheme of arrangement, merger |
| Competing Offer" | | or business combination, or similar |
| | | transaction (whether or not subject to any |
| | | pre-conditions) that is announced or entered |
| | | into by a third party which is not acting in |
| | | concert (as defined in the Code) with |
| | | Bayerngas and the purpose of which is to |
| | | enable that third party (or any other person) |
| | | to acquire all or a significant proportion |
| | | (being 25 per cent. or more when aggregated |
| | | with shares already held by the third party |
| | | and anybody acting in concert (as defined in |
| | | the Code) with that third party) of the share |
| | | capital of Genesis, or all or a significant |
| | | proportion (being 25 per cent. or more) of its |
| | | undertaking, assets or business, or any other |
| | | arrangement or transaction or series of the |
| | | same which is inconsistent with the |
| | | implementation of the Proposal; |
+---------------------+--+------------------------------------------------+
| "Irrevocable | | has the meaning given to it in paragraph 5 of |
| Undertaking(s)" | | this announcement; |
+---------------------+--+------------------------------------------------+
| "London Stock | | London Stock Exchange plc; |
| Exchange" | | |
+---------------------+--+------------------------------------------------+
| "Meetings" | | the Court Meeting and the General Meeting; |
+---------------------+--+------------------------------------------------+
| "Panel" | | the Panel on Takeovers and Mergers; |
+---------------------+--+------------------------------------------------+
| "PGS" | | PGS Overseas AS; |
+---------------------+--+------------------------------------------------+
| "PGS Court | | the resolution proposed to PGS to approve the |
| Resolution" | | Scheme; |
+---------------------+--+------------------------------------------------+
| "Proposal" | | the recommended cash acquisition being made by |
| | | Bayerngas to acquire the entire issued, and to |
| | | be issued, share capital of Genesis which is |
| | | to be effected by means of the Scheme and, |
| | | where the context requires, any subsequent |
| | | revision, variation, extension or renewal; |
+---------------------+--+------------------------------------------------+
| "Reduction of | | the reduction of the share capital of Genesis |
| Capital" | | under section 135 of the Companies Act 1985 by |
| | | the cancellation of the Scheme Shares, to be |
| | | effected as part of the Scheme; |
+---------------------+--+------------------------------------------------+
| "Scheme" | | the proposed scheme of arrangement under Part |
| | | 26 of the Companies Act 2006 between Genesis |
| | | and the Scheme Shareholders with or subject to |
| | | any modification thereof, addition thereto or |
| | | condition which Genesis and Bayerngas may |
| | | agree and, if required, which the Court may |
| | | think fit to approve or impose; |
+---------------------+--+------------------------------------------------+
| "Scheme Document" | | the circular to be posted to Genesis |
| | | Shareholders containing and setting out, among |
| | | other things, the details, terms and |
| | | conditions of the Proposal; |
+---------------------+--+------------------------------------------------+
| "Scheme Effective | | the date on which the Scheme becomes effective |
| Date" | | in accordance with its terms; |
+---------------------+--+------------------------------------------------+
| "Scheme Record | | 6.00 p.m. on the business day immediately |
| Time" | | preceding the Scheme Effective Date; |
+---------------------+--+------------------------------------------------+
| "Scheme | | the resolution to be proposed at the Court |
| Resolutions" | | Meeting and the special resolution to be |
| | | proposed at the GM; |
+---------------------+--+------------------------------------------------+
| "Scheme | | the holders of Scheme Shares; |
| Shareholders" | | |
+---------------------+--+------------------------------------------------+
| "Scheme Shares" | | means Genesis |
| | | Shares: |
| | | (i) in issue at |
| | | the date of the |
| | | Scheme Document; |
| | | (ii) (if any) |
| | | issued after the |
| | | date of the Scheme |
| | | Document and prior |
| | | to the Voting |
| | | Record Time; and |
| | | (iii) (if any) |
| | | issued at or after |
| | | the Voting Record |
| | | Time and before |
| | | 6.00 p.m. on the |
| | | business day |
| | | immediately |
| | | preceding the |
| | | Hearing Date, on |
| | | terms that the |
| | | original or |
| | | subsequent holder |
| | | thereof shall be, |
| | | or shall have |
| | | agreed in writing |
| | | by such time to |
| | | be, bound by the |
| | | Scheme, |
| | | save for any |
| | | Genesis Shares |
| | | held (whether |
| | | legally or |
| | | beneficially) by |
| | | Bayerngas (or its |
| | | nominees); |
+---------------------+--+------------------------------------------------+
| "subsidiary", | | have the meanings given to them by the |
| "subsidiary | | Companies Act 1985; |
| undertaking", | | |
| "associated | | |
| undertaking" and | | |
| "undertaking" | | |
+---------------------+--+------------------------------------------------+
| "Thomas Weisel | | Thomas Weisel Partners International Limited |
| Partners" | | of 10 Dominion Street, London EC2M 2EE; |
+---------------------+--+------------------------------------------------+
| "UK" or "United | | the United Kingdom of Great Britain and |
| Kingdom" | | Northern Ireland; |
+---------------------+--+------------------------------------------------+
| "United States" or | | the United States of America, its territories |
| "US" | | and possessions, any state or political |
| | | sub-division of the United States of America |
| | | and the District of Columbia and all the other |
| | | areas subject to its jurisdiction; and |
+---------------------+--+------------------------------------------------+
| "Voting Record | | 6.00 p.m. on the business day prior to the day |
| Time" | | before the Court Meeting or, if the Court |
| | | Meeting is adjourned, 48 hours before the time |
| | | fixed for such adjourned meeting; and |
+---------------------+--+------------------------------------------------+
| "Voting Scheme | | Scheme Shareholders other than PGS. |
| Shareholders" | | |
+---------------------+--+------------------------------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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