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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Imp. Energy | LSE:IEC | London | Ordinary Share | GB00B00HD783 | ORD 2.5P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 1,253.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMIEC RNS Number : 9547N ONGC Videsh Ltd 26 February 2009 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 IN THAT JURISDICTION 26 February 2009 RECOMMENDED CASH OFFER FOR Imperial Energy Corporation PLC ("Imperial Energy") BY Jarpeno Limited ("Jarpeno") a wholly owned subsidiary of ONGC Videsh Limited ("OVL") and for the US$191.3 million 5.95 per cent. Guaranteed Convertible Bonds due 2014 ISIN Number XS0335233945 (the "Imperial Energy Convertible Bonds") issued by Imperial Energy Finance (Jersey) Limited ("Imperial Energy Finance") a wholly-owned subsidiary of Imperial Energy by Jarpeno CLOSING OF SHARE OFFER AND CONVERTIBLE BOND OFFER, COMPULSORY ACQUISITION OF IMPERIAL ENERGY SHARES AND CANCELLATION OF LISTING 1. Background On 26 August 2008, OVL and Imperial Energy announced the terms of a pre-conditional cash offer for the Imperial Energy Convertible Bonds (the "Convertible Bond Offer"). On 26 August 2008, OVL and Imperial Energy also announced the terms of a pre-conditional cash offer to be made by Jarpeno for the entire issued and to be issued ordinary share capital of Imperial Energy (the "Share Offer" and together with the Convertible Bond Offer, the "Offers"). On 11 November 2008 OVL announced that both of the pre-conditions to the Share Offer had been satisfied. The full terms and conditions of the Offers are set out in an offer document issued by Jarpeno on 9 December 2008 (the "Offer Document"). On 31 December 2008, OVL declared the Share Offer wholly unconditional and also declared the Convertible Bond Offer, which was conditional upon the Share Offer, unconditional in all respects. OVL also announced that Imperial Energy would make an application for the cancellation of the listing of the Imperial Energy Shares on the Official List and for the cancellation of trading of the Imperial Energy Shares on the London Stock Exchange's market for listed securities. On 15 January 2009, OVL informed Imperial Energy Shareholders that the Share Offer would close at 1.00 p.m. on 9 March 2009 and informed Imperial Energy Convertible Bondholders that the Convertible Bond Offer would close at 1.00 p.m. on 9 March 2009. 2. Closing of the Offers and cancellation of listing The Offers will close at 1.00 p.m. on 9 March 2009. An application for the cancellation of the listing of the Imperial Energy Shares on the Official List and the cancellation of trading of the Imperial Energy Shares on the London Stock Exchange's market for listed securities has been made and cancellation is expected to take place on 9 March 2009. 3. Further acceptances Imperial Energy Shareholders who wish to accept the Share Offer and who have not done so and hold their shares in certificated form, should return their completed Acceptance Form along with their share certificate(s) to arrive no later than 1.00 p.m. on 9 March 2009 to Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. Imperial Energy Shareholders who wish to accept the Share Offer and who have not done so and hold their shares in uncertificated form (i.e. in CREST) should refer to the instructions set out in paragraph 15.2 of Part II of the Offer Document relating to the actions to be taken to accept the Share Offer. Imperial Energy Shareholders who have any questions in relation to how they may accept the Share Offer are requested to contact the Capita Registrars' helpline on 0871 664 0321 (or +44 20 8639 3399 if calling from outside the UK) between 9.00 am and 5.30 pm (London time) on any Business Day. Calls to the 0871 664 0321 number cost 10 pence per minute plus your local service provider's network extras. Additional Acceptance Forms are available from Capita Registrars at the address set out above. Imperial Energy Convertible Bondholders who wish to accept the Convertible Bond Offer and who have not done so should refer to the instructions set out in paragraph 16 of Part II of the Offer Document relating to the actions to be taken to accept the Convertible Bond Offer. Imperial Energy Convertible Bondholders should note that in accordance with the terms and conditions of the Imperial Energy Convertible Bonds (the "Conditions") as set out in the Offering Circular dated 14 December 2007 relating to the Imperial Energy Convertible Bonds, each Imperial Energy Convertible Bondholder has a right, pursuant to Condition 9(d), to require Imperial Energy Finance to redeem such Imperial Energy Convertible Bond on the Relevant Event Put Date, at its principal amount together with interest accrued to, but excluding such date. Imperial Energy Bondholders should refer to the announcements made in this respect on 8 January 2009, 12 January 2009 and 15 January 2009 or telephone the Bank of New York Mellon Global Corporate Trust on +44 1202 689593 for further information. 4. Compulsory Acquisition of Imperial Energy Shares Today, 26 February 2009, being six weeks from the date of the compulsory acquisition notices, the compulsory acquisition under Chapter 3 of Part 28 of the Companies Act 2006 is complete and Jarpeno has acquired compulsorily all outstanding Imperial Energy Shares on the same terms as the Share Offer. Enquiries +-------------------------------------+-------------------------------------+ | ONGC Videsh Limited | +91 11 2371 3790 | | R.S. Butola | | +-------------------------------------+-------------------------------------+ | Deutsche Bank (Financial Adviser | +44 (0) 20 7545 8000 | | and Corporate Broker to Jarpeno and | | | OVL) | | | Omar Faruqui | | | Martin Pengelley (Corporate | | | Broking) | | +-------------------------------------+-------------------------------------+ | College Hill (PR Adviser to OVL) | +44 (0) 20 7457 2020 | | Tony Friend | | | Paddy Blewer | | +-------------------------------------+-------------------------------------+ Terms defined in the Offer Document have the same meaning when used herein. Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervisory Authority) and authorised and subject to limited regulation by the Financial Services Authority. Details about the extent of Deutsche Bank AG's authorisation and regulation by the Financial Services Authority are available on request. Deutsche Bank AG is acting exclusively for Jarpeno and OVL and no-one else in connection with the Offers and will not be responsible to anyone other than Jarpeno or OVL for providing the protections afforded to the clients of Deutsche Bank AG nor for providing advice in relation to the Offers or any other matter referred to herein. This announcement is for informational 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 any securities or the solicitation of an offer to buy any securities, pursuant to the Offers or otherwise. The Offers have been made solely by means of the Offer Document and the Acceptance Form accompanying the Offer Document, which contains the full terms and conditions of the Offers, including details of how the Offers may be accepted. 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. The release, publication or distribution of this announcement 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 Jarpeno or OVL or required by the City Code, and permitted by applicable law and regulation, the Offers are not made, directly or indirectly, in, into or from the Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and the Offers are not capable of acceptance from or within a Restricted Jurisdiction. Accordingly, copies of this announcement and all documents relating to the Offers (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 Offers. The availability of the Share Offer to Imperial Energy Shareholders and the Convertible Bond Offer to Imperial Energy Convertible Bondholders 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. The Offers are subject to the applicable requirements of the City Code, the Panel, the London Stock Exchange and the Financial Services Authority. If you are a resident of the United States, please read the following: In accordance with normal UK market practice, Jarpeno or OVL, or their nominees, or their brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Imperial Energy Shares, other than pursuant to the Share Offer, before or during the period in which the Share Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the United Kingdom. This information is provided by RNS The company news service from the London Stock Exchange END OUPEALAKASNNEFE
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