Desire Petroleum PLC Suspension and Cancellation (5945U)

TIDMDES

RNS Number : 5945U

Desire Petroleum PLC

03 December 2013

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 OF SUCH JURISDICTION

3 December 2013

DESIRE PETROLEUM PLC ("DESIRE")

RECOMMENDED COMBINATION WITH FALKLAND OIL & GAS LIMITED

SUSPENSION AND CANCELLATION

The Directors of Desire Petroleum plc ("Desire" or the "Company") are pleased to announce that, further to the Company's announcements of 3 October 2013 and 15 November 2013 in respect of the proposed acquisition by Falkland Oil & Gas Limited ("FOGL") of the entire issued and to be issued share capital of the Company (the "Combination"), following application by the Company to the London Stock Exchange, trading in Desire shares will be suspended at 7:30 a.m. on 5 December 2013 and cancellation of the admission of Desire shares to trading on AIM will take place at 7:00 a.m. on 6 December 2013.

The Court hearing to sanction the Scheme and confirm the reduction of capital of Desire is scheduled to take place on 5 December 2013.

Terms and expressions in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the Scheme Circular.

For further information, please contact:

 
 Enquiries: 
 Desire 
 Stephen Phipps, Chairman 
  Ian Duncan, Chief Executive Officer        [phone] 
 Peel Hunt LLP (Financial Adviser, Broker 
  and NOMAD to Desire) 
 Richard Crichton / Charlie Batten           [phone] 
 Media Enquiries: 
 Buchanan (PR Adviser) 
 Ben Romney                                  [phone] 
 

Peel Hunt LLP, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively for Desire and no one else in connection with the Combination and this announcement and will not be responsible to anyone other than Desire for providing the protections afforded to clients of Peel Hunt LLP nor for providing advice in connection with the Combination or any matter referred to herein.

Further information

This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy securities, pursuant to the Combination or otherwise. The Combination has been made solely by means of the Scheme Circular, which contains the full terms and conditions of the Combination. Desire and FOGL urge Desire Shareholders to read the Scheme Circular which is being distributed to Scheme Shareholders (with the exception of certain Scheme Shareholders in Restricted Jurisdictions), as it contains important information relating to the Combination.

This announcement does not constitute a prospectus or prospectus equivalent document.

This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Overseas shareholders

The release, publication or distribution of this announcement, the FOGL Circular or the Scheme Document in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

Unless otherwise determined by FOGL or required by the Code and permitted by applicable law and regulation, the Combination will not be made, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and the Combination will not be capable of acceptance from or within a Restricted Jurisdiction. Accordingly, copies of this announcement and all documentation relating to the Combination are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Combination (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Combination.

The availability of the Combination to Desire Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

Further details in relation to overseas Desire Shareholders are contained in the Scheme Document.

Disclosure requirements of the Takeover Code (the "Code")

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on website

A copy of this announcement will be made available, free of charge subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at www.fogl.com and www.desireplc.co.uk by no later than 12 noon (London time) on the business day following the date of this announcement.

You may request a hard copy of this announcement, free of charge, by contacting Capita Registrars on [phone].

This information is provided by RNS

The company news service from the London Stock Exchange

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