Falkland Oil and Gas Limited Result of Court and General Meeting (9320K)

TIDMFOGL TIDMRKH

RNS Number : 9320K

Falkland Oil and Gas Limited

05 January 2016

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

5 January 2016

RECOMMENDED ALL-SHARE MERGER

OF

ROCKHOPPER EXPLORATION PLC ("ROCKHOPPER")

AND

FALKLAND OIL AND GAS LIMITED ("FOGL")

(to be effected by means of a scheme of arrangement under

Part IV of the Companies Act 1948)

Result of Court and General Meeting

On 24 November 2015, the boards of Rockhopper and Falkland Oil and Gas Limited ("FOGL") announced that they had reached agreement on the terms of a recommended all-share merger (the "Merger") to be effected by means of a Court-sanctioned scheme of arrangement under Part IV of the Companies Act 1948, being the legislation applicable in the Falkland Islands where FOGL is incorporated (the "Scheme"). The Scheme Document, containing the terms and conditions of the Scheme, was posted to FOGL Shareholders on 11 December 2015. Unless otherwise stated, defined terms used in this announcement shall have the same meaning as those used in the Scheme Document.

FOGL is now pleased to announce that, at the Court Meeting and General Meeting held earlier today to approve the Scheme and associated matters, the resolutions proposed at the Meetings were passed.

At the Court Meeting, the required majority in number of those Scheme Shareholders present and voting, either in person or by proxy or by corporate representative, representing approximately 99.78 per cent. in nominal value of all Scheme Shares in respect of which votes were cast, voted in favour of the Scheme. The voting of those Scheme Shareholders who cast votes either in person or by proxy or by corporate representative at the Court Meeting was as follows:

 
                           Total Votes                Votes for the              Votes against 
                                                          Scheme                   the Scheme 
-----------------  ---------------------------  ------------------------  -------------------------- 
                                                              Percentage 
                                                   No. of      of voted                  Percentage 
                                                   Scheme       Scheme       No. of        of voted 
                                                   Shares       Shares        Scheme        Scheme 
                                      No. of        which        which        Shares        Shares 
                                      Scheme        were         were         which         which 
                       No. of         Shares        voted        voted         were          were 
                        Scheme         which      in favour    in favour      voted         voted 
                     Shareholders      were        of the       of the       against       against 
                      who voted        voted       Scheme       Scheme      the Scheme    the Scheme 
-----------------  --------------  -----------  -----------  -----------  ------------  ------------ 
 Totals 
  in 
  person, 
  by 
  proxy 
  and 
  by 
  corporate 
  representative        1,906       92,732,547   92,530,144     99.78        202,403        0.22 
-----------------  --------------  -----------  -----------  -----------  ------------  ------------ 
 

Of a total of 1,906 Scheme Shareholders who voted at the Court Meeting (in person or by proxy or by corporate representative), 1,866 (approximately 97.9 per cent. in number) voted in favour of the Scheme and 40 (approximately 2.1 per cent. in number) voted against the Scheme.

At the General Meeting, the special resolution put to the meeting was duly passed on a poll vote. The voting of those FOGL Shareholders who cast votes either in person or by proxy or by corporate representative at the General Meeting was as follows:

 
    Votes        %      Votes        %         Votes 
      For       For     Against    Against    Withheld 
 -----------  ------  ---------  ---------  ---------- 
  93,428,850   99.79   191,995      0.21       8,075 
 -----------  ------  ---------  ---------  ---------- 
 

In order to become Effective, the Court will need to sanction the Scheme. The Court Hearing to sanction the Scheme will be held on 15 January 2016. The Scheme is expected to become Effective on 18 January 2016.

Enquiries

For further information, please contact:

 
                                     [phone] 
 Falkland Oil and Gas Limited         1260 
 Tim Bushell, Chief Executive 
  Officer 
 
 RBC Europe Limited (trading 
  as RBC Capital Markets), NOMAD, 
  financial adviser and joint        [phone] 
  broker to FOGL                      4000 
 Matthew Coakes 
  Andrew Congleton 
  Mark Rushton 
  Roland Symonds 
 
 Numis Securities Limited, joint     [phone] 
  broker to FOGL                      1000 
 John Prior 
  Ben Stoop 
  Paul Gillam 
 
 FTI Consulting, PR adviser          [phone] 
  to FOGL                             1000 
 Ed Westropp 
  George Parker 
 
 
 Rockhopper Exploration plc            via Vigo Communications 
                                       [phone] 
                                        9571 
 Sam Moody, Chief Executive 
 Stewart MacDonald, Chief Financial 
  Officer 
 Fiona MacAulay, Chief Operating 
  Officer 
 
 Canaccord Genuity Limited, 
  NOMAD, broker and financial          [phone] 
  adviser to Rockhopper                 8000 
 Henry Fitzgerald-O'Connor 
 Manuel Santiago 
 Wei Loon Yap 
 
 Liberum Capital Limited, joint        [phone] 
  broker to Rockhopper                  2227 
 Clayton Bush 
 Neil Elliot 
 
 Vigo Communications, PR adviser       [phone] 
  to Rockhopper                         9571 / 9573 
 Peter Reilly 
 Patrick d'Ancona 
 

Further information

This announcement is for information only and is not intended to and does not constitute, or form part of any offer to sell or invitation to purchase or subscribe for any securities, or any solicitation of any vote or approval in any jurisdiction pursuant to the Merger or otherwise, nor shall there be any sale, issuance or transfer of securities of Rockhopper or FOGL in any jurisdiction in contravention of applicable law. This announcement does not constitute a prospectus or a prospectus equivalent document.

Rockhopper reserves the right to elect to implement the Merger by way of a Merger Offer. In such event, the Merger Offer will be implemented on substantially the same terms, subject to appropriate amendments, as those which would apply to the Scheme.

Please be aware that addresses, electronic addresses and certain other information provided by FOGL Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from FOGL may be provided to Rockhopper during the Merger Period.

RBC, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for FOGL and no one else in connection with the Merger and will not be responsible to anyone other than FOGL for providing the protections afforded to clients of RBC nor for providing advice in relation to the Merger or any other matters referred to in this announcement.

Numis Securities Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for FOGL and for no one else in connection with the Merger and will not be responsible to anyone other than FOGL for providing the protections afforded to its clients or for providing advice in connection with the Merger or any other matter referred to herein.

Canaccord Genuity Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Rockhopper and no one else in connection with the Merger and this announcement and will not be responsible to anyone other than Rockhopper for providing the protections afforded to clients of Canaccord Genuity Limited nor for providing advice in connection with the Merger or this announcement or any matter referred to herein.

Liberum Capital Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Rockhopper and no one else in connection with the Merger and this announcement and will not be responsible to anyone other than Rockhopper for providing the protections afforded to clients of Liberum Capital Limited nor for providing advice in connection with the Merger or this announcement or any matter referred to herein.

Overseas shareholders

The release, publication or distribution of this announcement in or into, and the availability of the Rockhopper Consideration Shares in certain jurisdictions may be restricted by law and therefore persons into whose possession this announcement comes who are not resident in the United Kingdom or the Falkland Islands should inform themselves about, and observe, any applicable legal or regulatory restrictions in those jurisdictions. FOGL Shareholders who are in any doubt regarding such matters should consult an appropriate independent adviser in the relevant jurisdiction without delay. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the Merger disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement does not constitute an offer to sell, or the solicitation of any offer to buy, any Rockhopper Consideration Shares in any jurisdiction in which such an offer or solicitation would be unlawful.

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January 05, 2016 12:16 ET (17:16 GMT)