Posting of Scheme Document (4159S)

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RNS Number : 4159S

GTL Resources PLC

21 November 2011

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

21 November 2011

RECOMMENDED CASH OFFER

for

GTL Resources PLC ("GTL" or the "Company")

by

Sinav Limited ("Sinav")

Posting of Scheme Document

On 31 October 2011, the boards of GTL and Sinav announced that they had reached agreement on the terms of a recommended cash offer under which Sinav will acquire the entire issued and to be issued ordinary share capital of GTL for GBP1 in cash per GTL Share. It was also announced that the Acquisition would be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (involving a reduction of capital under sections 645 to 649 of the Companies Act 2006) and include an Unlisted Securities Alternative.

Further to that announcement, the boards of GTL and Sinav are pleased to announce that the Scheme Document relating to the Acquisition was posted to GTL Shareholders on 19 November 2011. The Scheme Document contains, amongst other things, the full terms and conditions of the Scheme, an explanatory statement pursuant to section 897 of the Act, the expected timetable of principal events and details of the actions to be taken by GTL Shareholders.

As described in the Scheme Document, to become Effective, the Scheme must be approved at the Court Meeting; a special resolution must be passed at the General Meeting; and the Scheme and Capital Reduction must subsequently be sanctioned and confirmed by the Court. Both the Court Meeting and the General Meeting will be held at the offices of Osborne Clarke, One London Wall, London EC2Y 5EB on 12 December 2011, with the Court Meeting to commence at 10.30 a.m. and the General Meeting to commence at 10.45 a.m. (or as soon thereafter as the Court Meeting is concluded or adjourned). Notices of the Court Meeting and the General Meeting are set out in the Scheme Document.

The Scheme Document, together with information incorporated into it by reference to another source, will be available free of charge, subject to any applicable restrictions relating to persons resident in Restricted Jurisdictions, on the investor section of the GTL Resources PLC's website at www.gtlresources.com/investor-relations and on Harwood Capital LLP's (formerly named North Atlantic Value LLP) website at www.navalue.co.uk/site/literature/sinav during the course of the Offer Period.

The expected timetable of principal events is as follows:

 
Event                            Time (London time) and/or 
                                  date 
Latest time for lodging 
 Forms of Proxy for the:          10.30 a.m. on Saturday, 
 Court Meeting (BLUE Form         10 December 2011(1) 
 of Proxy) 
General Meeting (WHITE           10.45 a.m. on Saturday, 
 Form of Proxy)                   10 December 2011(2) 
Voting Record Time               6.00 p.m. on Saturday, 
                                  10 December 2011(3) 
Court Meeting                    10.30 a.m. on Monday, 12 
                                  December 2011 
General Meeting                  10.45 a.m. on Monday,12 
                                  December 2011(4) 
Latest time and date for         1.00 p.m. on Thursday, 
 receipt of elections in          12 January 2012 
 respect of the Unlisted 
 Securities Alternative 
The following dates are 
 subject to change (please 
 see note (5) below): 
Scheme Court Hearing             Thursday, 12 January 2012(5) 
Last day of dealings in,         Thursday, 12 January 2012(5) 
 and for registration of 
 transfers of GTL Shares 
 
Capital Reduction Court          Monday, 16 January 2012(5) 
 Hearing 
Scheme Record Time               6.00 p.m. on Monday, 16 
                                  January 2012(5) 
Scheme Effective Date            Tuesday, 17 January 2012(5) 
Cancellation of admission        By no later than 7.00 a.m. 
 to trading of GTL Shares         on Tuesday, 17 January 
 on AIM                           2012(5) 
Latest date for despatch         by Monday, 30 January 2012(5) 
 of cheques and settlement 
 through CREST and certificates 
 in respect of Sinav Share 
 Units (as appropriate) 
Long Stop Date                   Monday, 30 April 2012(6) 
 

Notes:

1. It is requested that the BLUE Form of Proxy for the Court Meeting be lodged before 10.30 a.m. on 10 December 2011, or, if the Court Meeting is adjourned, not later than 48 hours before the time fixed for the holding of the adjourned meeting. BLUE Forms of Proxy not so lodged may be handed to Computershare Investor Services PLC, on behalf of the chairman of the Court Meeting, at the Court Meeting before the taking of the poll.

2. The WHITE Form of Proxy for the General Meeting must be lodged before 10.45 a.m. on 10 December 2011 in order for it to be valid, or, if the General Meeting is adjourned, not later than 48 hours before the time fixed for the holding of the adjourned meeting. The WHITE Form of Proxy cannot be handed to Computershare Investor Services PLC at the General Meeting.

3. If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the adjourned meeting will be 6.00 p.m. on the day which is two days before the adjourned meeting.

4. To commence at 10.45 a.m. or, if later, immediately after the conclusion or adjournment of the Court Meeting.

5. These times and dates are indicative only and will depend, amongst other things, on the date upon which the Court sanctions the Scheme and confirms the associated Capital Reduction and the date on which the Conditions set out in Part III of the Scheme Document are satisfied or (if capable of waiver) waived. If any of the expected dates change, GTL will, unless the Panel otherwise consents, give notice of the change by issuing an announcement through a Regulatory Information Service and/or sending a further circular to GTL Shareholders.

   6.     This date is not subject to change. 

GTL Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.

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

A copy of this announcement and the Scheme Document will be made available free of charge (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on the Company's website at www.gtlresources.com/investor-relations and Harwood Capital's website at www.navalue.co.uk/site/literature/sinav by no later than 12 noon (London time) today.

Enquiries:

Sinav Limited

   Christopher Mills, Director                                   Tel: [phone] 

Strand Hanson Limited

(Financial Adviser to Sinav and Harwood Capital)

   Simon Raggett                                                  Tel: [phone] 

Matthew Chandler

GTL Resources PLC

Julia Henderson, Non-Executive Chairman Tel: [phone] (via Cenkos Securities plc)

   Richard Ruebe, Group Chief Executive Officer       Tel: [phone] 

Cenkos Securities Plc

(Financial and Nominated Adviser and Broker to GTL)

   Nicholas Wells                                                  Tel: [phone] 

Elizabeth Bowman

Cenkos Securities, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for GTL and no one else in connection with the Acquisition and will not be responsible to anyone other than GTL for providing the protections afforded to clients of Cenkos Securities nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to herein.

Strand Hanson, which authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Sinav and Harwood Capital and no one else in connection with the Acquisition and will not be responsible to anyone other than Sinav and Harwood Capital for providing the protections afforded to clients of Strand Hanson nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to herein.

You may request a hard copy of this announcement (and any information incorporated by reference in this announcement) by contacting Cenkos Securities during business hours on 020 7397 8900 or by submitting a request in writing to Cenkos Securities at 6-8 Tokenhouse Yard, London EC2R 7AS. It is important that you note that unless you make such a request, a hard copy of this announcement and any such information incorporated by reference in it will not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.

This announcement is for information purposes only and is not intended to and does not constitute or form part of an offer to sell or invitation to purchase any securities or the solicitation of any vote for approval in any jurisdiction, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law. The Offer will be made solely through the Scheme Document and the accompanying Forms of Proxy and, for holders of certificated GTL Shares, the Form of Election, which will together contain the full terms and conditions of the Offer, including details of how to vote in favour of the Offer. Any response in relation to the Offer should be made only on the basis of the information contained in the Scheme Document or any document by which the Offer is made.

The availability of the Offer, the Unlisted Securities Alternative and the release, publication and distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons who are not resident in the United Kingdom into whose possession this announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement has been prepared for the purpose of complying with English law, the Code and the AIM Rules 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.

Sinav Shares have not been and will not be registered under the US Securities Act or under the securities laws of any state in the United States. The Unlisted Securities Alternative is not being made available to Scheme Shareholders who are US Persons. Accordingly, Scheme Shareholders who are US Persons shall receive cash notwithstanding any election made by them for the Unlisted Securities Alternative, and there shall be no issuance of Sinav Shares to such Scheme Shareholders.

No steps have been taken, nor will any be taken, to enable Sinav Share Units to be offered in compliance with the applicable securities laws of Canada or Japan and no prospectus in relation to Sinav Share Units has been, or will be, lodged with or registered by the Australian Securities and Investments Commission. Accordingly, Sinav Share Units may not be offered, sold, resold, taken up, delivered or transferred, directly or indirectly, in or into Canada, Japan or Australia (except in transactions exempt from or not subject to the registration requirements of the relevant securities laws of Canada, Japan or Australia).

Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of GTL or of any paper 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 paper 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) GTL and (ii) any paper 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 paper offeror is first identified. Relevant persons who deal in the relevant securities of GTL or of a paper 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 one per cent. or more of any class of relevant securities of GTL or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of GTL or of any paper 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) GTL and (ii) any paper 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 GTL or a paper 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 GTL and by any offeror and Dealing Disclosures must also be made by GTL, 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on [phone].

This information is provided by RNS

The company news service from the London Stock Exchange

END

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