Amerisur Resources PLC Court Sanction of Scheme of Arrangement (7809Z)

TIDMAMER

RNS Number : 7809Z

Amerisur Resources PLC

14 January 2020

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

14 January 2020

RECOMMED CASH ACQUISITION

of

AMERISUR RESOURCES PLC ("AMERISUR")

by

GEOPARK COLOMBIA S.A.S. ("GEOPARK COLOMBIA")

(a wholly owned subsidiary of GeoPark Limited ("GeoPark"))

COURT SANCTION OF SCHEME OF ARRANGEMENT

The boards of Amerisur and GeoPark are pleased to announce that the Court has today sanctioned the scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") by which the recommended cash acquisition pursuant to which GeoPark Colombia, a wholly owned subsidiary of GeoPark, will acquire the entire issued and to be issued ordinary share capital of Amerisur (the "Transaction") is being implemented. The Scheme will become Effective on the Effective Date, which is stated in the Court Order as 16 January 2020 and is when the Court Order is expected to be delivered to the Registrar of Companies. A further announcement will be made when the Scheme becomes Effective.

The Scheme Record Time for the Scheme will be 6.00 p.m. on 15 January 2020 and all Scheme Shares in issue at that time will be subject to the Scheme.

Next steps

It is expected that dealings in Amerisur Shares on AIM will be suspended with effect from 7.30 a.m. on 16 January 2020 and, subject to the Scheme becoming effective later that day, the admission to trading of Amerisur Shares on AIM will be cancelled with effect from 7.00 a.m. on 17 January 2020. It is also expected that the consideration payable to Scheme Shareholders will be paid by GeoPark Colombia within 14 days of the Scheme becoming Effective.

General

Defined terms used but not defined in this announcement have the meaning given to them in the scheme document published in relation to the Transaction, a copy of which is available on Amerisur's website at https://www.amerisurresources.com/investor-centre.

All references in this announcement to times are to times in London (unless otherwise stated).

Enquiries:

 
 Amerisur                                          Tel: +44 (0)330 
  Nathan Piper, Head of Business Development and    333 8273 
  Comms 
 BMO Capital Markets (Lead Financial Adviser       Tel: +44 (0)207 
  and Rule 3 Adviser to Amerisur)                   236 1010 
  Jeremy Low 
  Tom Hughes 
  Gary Mattan 
  Neil Elliot 
 Stifel (Nomad, Joint Broker and Joint Financial   Tel: +44 (0)207 
  Adviser to Amerisur)                              710 7600 
  Callum Stewart 
  Jason Grossman 
  Ashton Clanfield 
 Investec (Joint Broker to Amerisur)               Tel: +44 (0)207 
  Chris Sim                                         597 4000 
  Tejas Padalkar 
 Arden Partners plc (Joint Broker to Amerisur)     Tel: +44 (0)207 
  Paul Shackleton                                   614 5900 
  Dan Gee-Summons 
 Camarco (PR Adviser to Amerisur)                  Tel: +44 (0)203 
  Billy Clegg                                       757 4983 
  Ollie Head 
 GeoPark and GeoPark Colombia                      Tel: [phone] 
  Andrés Ocampo, Chief Financial Officer       9400 
  Stacy Steimel, Shareholder Value Director         Tel: [phone] 
                                                    9600 
 Rothschild & Co (Financial Adviser to GeoPark)    Tel: +44 (0)20 
  Roger Ader                                        7280 5000 
  James McEwen 
 

Important Notices

BMO Capital Markets Limited ("BMO"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Amerisur and no one else in connection with the above and will not be responsible to anyone other than Amerisur for providing the protections offered to clients of BMO nor for providing advice in relation to the subject matter of this announcement or any other matters referred to in this announcement.

Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Amerisur and no one else in connection with the above and will not be responsible to anyone other than Amerisur for providing the protections offered to clients of Stifel nor for providing advice in relation to the subject matter of this announcement or any other matters referred to in this announcement.

Arden Partners plc ("Arden"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Amerisur and no one else in connection with the above and will not be responsible to anyone other than Amerisur for providing the protections offered to clients of Arden nor for providing advice in relation to the subject matter of this announcement or any other matters referred to in this announcement.

Investec Bank plc ("Investec"), which is authorised by the Prudential Regulation Authority and is regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Amerisur and no one else in connection with the Transaction and any other arrangements referred to in this announcement. Investec will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the Transaction and the other arrangements referred to in this announcement and will not be responsible to anyone other than Amerisur for providing the protections offered to clients of Investec nor for providing advice in relation to the subject matter of this announcement or any other matters referred to in this announcement.

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for GeoPark and no one else in connection with the Transaction and will not be responsible to anyone other than GeoPark for providing the protections offered to clients of Rothschild & Co nor for providing advice in relation to the subject matter of this announcement or any other matters referred to in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on BMO, Stifel, Arden, Investec and Rothschild & Co by the FSMA or the regulatory regime established thereunder, each of BMO, Stifel, Arden, Investec and Rothschild & Co does not make any representation express or implied in relation to, nor accepts any responsibility whatsoever for, the contents of this announcement, or any other statement made or purported to be made by it or on its behalf in connection with Amerisur, the Transaction or the other arrangements referred to in this announcement. Each of BMO, Stifel, Arden, Investec and Rothschild & Co (and their respective subsidiaries, branches and affiliates) accordingly, to the fullest extent permissible by law, disclaims all and any responsibility or liability (save for any statutory liability) whether arising in tort, contract or otherwise which it might have in respect of the contents of this announcement or any other statement made or purported to be made by it or on its behalf in connection with Amerisur or the Transaction or the other arrangements referred to in this announcement. Ashurst LLP and Rosenblatt Limited are retained as legal advisers to Amerisur. Norton Rose Fulbright LLP is retained as legal adviser to GeoPark and GeoPark Colombia.

Publication on a website

A copy of this announcement, any document incorporated by reference herein and, in the case of Amerisur only, the documents required to be published by Rule 26 of the Takeover Code and pursuant to Rule 26 of the AIM Rules for Companies will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on GeoPark's website at https://www.geo-park.com/en/index/ and Amerisur's website at www.amerisurresources.com/investor-centre by no later than 12 noon (London time) on the Business Day following the date of this announcement. For the avoidance of doubt, the content those websites are not incorporated into and do not form part of this document.

Request for Hard Copy

Amerisur Shareholders may request a hard copy of this announcement by contacting Link Asset Services on 0371 664 0321 or by submitting a request in writing to The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU or to [e-mail]. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. - 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Link Asset Services cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. You may also request that all future documents, announcements and information to be sent to you in relation to the Transaction should be sent in hard copy form.

Important Information

If you are in any doubt about the Transaction or the contents of this announcement or what action you should take, you are recommended to seek your own personal financial, tax and legal advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent adviser in the relevant jurisdiction.

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(END) Dow Jones Newswires

January 14, 2020 09:09 ET (14:09 GMT)