Amerisur Resources PLC Satisfaction of regulatory conditions (5937W)

TIDMAMER

RNS Number : 5937W

Amerisur Resources PLC

12 December 2019

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 THAT JURISDICTION

FOR IMMEDIATE RELEASE

12 DECEMBER 2019

RECOMMENDED CASH ACQUISITION

of

AMERISUR RESOURCES PLC ("AMERISUR")

by

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

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

SATISFACTION OF REGULATORY CONDITIONS

On 15 November 2019, the boards of Amerisur and GeoPark announced that they had reached agreement on the terms of a 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"). The Transaction is to be implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006 which requires the approval of the Scheme Shareholders and the sanction of the Court. The scheme document in relation to the Transaction was published and sent to Amerisur Shareholders on 28 November 2019 (the "Scheme Document").

The boards of Amerisur and GeoPark are pleased to announce that the ANH has approved the change of control for the PUT 12 and PUT 14 Contracts that will result from the Transaction and that Condition 2(b) to the Scheme has therefore been satisfied. In addition, the boards of Amerisur and GeoPark are pleased to announce that all necessary merger control filings have been made with the SIC and that Condition 2(a) to the Scheme has also been satisfied accordingly.

The Scheme remains conditional upon the approval of Amerisur shareholders at the Court Meeting and Amerisur General Meeting scheduled to take place at 11.00 a.m. and 11.15 a.m. on 19 December 2019 at the offices of Ashurst LLP, London Fruit & Wool Exchange, 1 Duval Square, London E1 6PW, the sanction of the Scheme by the High Court and the satisfaction or (where applicable) waiver of all other applicable conditions. The Scheme is expected to become effective in January 2020.

Defined terms used but not defined in this announcement have the meaning given to them in the Scheme Document.

Enquiries:

 
    Amerisur                                             Tel: [phone] 
     Nathan Piper, Head of Business Development           8273 
     and Comms 
    BMO Capital Markets (Lead Financial Adviser          Tel: [phone] 
     and Rule 3 Adviser to Amerisur)                      1010 
     Jeremy Low 
     Tom Hughes 
     Gary Mattan 
     Neil Elliot 
    Stifel (Nomad, Joint Broker and Joint Financial      Tel: [phone] 
     Adviser to Amerisur)                                 7600 
     Callum Stewart 
     Jason Grossman 
     Ashton Clanfield 
    Investec (Joint Broker to Amerisur)                  Tel: [phone] 
     Chris Sim                                            4000 
     Tejas Padalkar 
    Arden Partners plc (Joint Broker to Amerisur)        Tel: [phone] 
     Paul Shackleton                                      5900 
     Dan Gee-Summons 
    Camarco (PR Adviser to Amerisur)                     Tel: [phone] 
     Billy Clegg                                          4983 
     Kimberley Taylor 
    GeoPark                                              Tel: [phone] 
     Andrés Ocampo, Chief Financial Officer          Tel: [phone] 
     Stacy Steimel, Shareholder Value Director 
    Rothschild & Co (Financial Adviser to GeoPark)       Tel: [phone] 
     Roger Ader                                           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 Capital Markets Limited 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 Regulatory Authority and is regulated in the United Kingdom by the FCA and the Prudential Regulatory 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 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 above 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.

Ashurst LLP and Rosenblatt Group Plc are retained as legal advisers to Amerisur. Norton Rose Fulbright LLP is retained as legal adviser to GeoPark.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

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December 12, 2019 02:01 ET (07:01 GMT)