Melrose Resources PLC Court Sanction of Scheme and Reduction of Capital (2869O)

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RNS Number : 2869O

Melrose Resources PLC

09 October 2012

PRESS RELEASE

9 October 2012

MELROSE RESOURCES PLC

Court Sanction of the Scheme and confirmation of the Reduction of Capital

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 OR REGULATIONS OF SUCH JURISDICTION

Recommended merger

of

Melrose Resources plc

and

Petroceltic International plc

TO BE EFFECTED BY WAY OF A SCHEME OF ARRANGEMENT

UNDER PART 26 OF THE COMPANIES ACT 2006

Court Sanction of the Scheme and confirmation of the Reduction of Capital

On 17 August 2012, Melrose Resources plc ("Melrose") and Petroceltic International plc ("Petroceltic") announced that they had reached agreement on the terms of a recommended merger to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Merger"). A Scheme Circular containing, amongst other things, notices of the Court Meeting and the General Meeting, details of the Scheme and the terms and conditions of the Merger was posted to Melrose Shareholders on 24 August 2012.

The Directors of Melrose are pleased to announce that the High Court of Justice in England and Wales has today, 9 October 2012, made an order sanctioning the Scheme and confirming the Reduction of Capital.

The Court Order relating to the Scheme and the associated Reduction of Capital together with a Statement of Capital will become effective on registration of the relevant court orders by the Registrar of Companies. It is expected that the Court Orders will be registered by the Registrar of Companies tomorrow, 10 October 2012, and accordingly, the Scheme will become effective on that date.

Those Melrose Shareholders who were on the register of members at the Reduction Record Time will be entitled to the Special Dividend payment of 4.7 pence per Melrose Share that they hold, which is to be paid within 14 days of the Effective Date.

Following an application by Melrose to the United Kingdom Listing Authority and the London Stock Exchange, trading in Melrose Shares on the Official List of the United Kingdom Listing Authority and the main market of the London Stock Exchange was suspended at 8.00 a.m. (London time) on 8 October 2012. The FSA has issued a supervisory notice confirming that the listing of the Melrose Shares will be cancelled with effect from 8.00 a.m. (London time) on 11 October 2012.

Readmission of the Enlarged Share Capital of Petroceltic to AIM and ESM and crediting of the New Petroceltic Shares to CREST accounts is expected to occur by 8.00 a.m. on 11 October 2012.

The latest date for despatch of share certificates in respect of the New Petroceltic Shares due under the Scheme will be 24 October 2012.

A detailed timetable of events for the Scheme is set out on page 8 of the Scheme Circular dated 24 August 2012.

Unless the context otherwise requires, terms defined in the Scheme Circular shall have the same meaning in this announcement.

Enquiries:

 
     Melrose Resources plc 
      David Thomas 
      Diane Fraser                                                [phone] 
      Alasdair Robinson (Company Secretary)                        3360 
     Petroceltic International plc 
      Brian O'Cathain 
      Tom Hickey 
      Peter Dunne (Company Secretary)                               [phone] 
     Lambert Energy Advisory (financial and Rule 
      3 adviser to Melrose) 
      Philip Lambert 
      Onursal Soyer                                                 [phone] 
      Rod Batchelor                                                 4473 
 
     N+1 Brewin (financial adviser to Melrose) 
                                                                  [phone] 
     Nick Tulloch                                                  0356 
 
     HSBC (financial adviser to Melrose) 
      Charles Packshaw                                            [phone] 
      Abbas Merali                                                 8888 
 
     Pelham Bell Pottinger 
      James Henderson                                             [phone] 
      Rollo Crichton-Stuart                                        3232 
 
     BofA Merrill Lynch (financial adviser to Petroceltic) 
      Ashwin Punde 
      Anya Weaving                                                [phone] 
      Paul Frankfurt                                               1000 
 
     Davy (Nominated adviser and ESM adviser to 
      Petroceltic) 
     John Frain                                                   [phone] 
     Paul Burke                                                   [phone] 
 
     Murray Consultants 
      Joe Murray 
      Joe Heron                                                   [phone] 
 

Lambert Energy Advisory, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Melrose and for no one else in connection with the Merger and this announcement and will not be responsible to anyone other than Melrose for providing the protections afforded to clients of Lambert Energy Advisory nor for providing advice in relation to the Merger or this announcement or any matter referred to herein.

N+1 Brewin, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Melrose and for no one else in connection with the Merger and this announcement and will not be responsible to anyone other than Melrose for providing the protections afforded to clients of N+1 Brewin nor for providing advice in relation to the Merger or this announcement or any matter referred to herein.

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

Merrill Lynch International ("BofA Merrill Lynch"), a subsidiary of Bank of America Corporation, is acting exclusively for Petroceltic in connection with the Merger and for no one else and will not be responsible to anyone other than Petroceltic for providing the protections afforded to its clients or for providing advice in relation to the Merger.

Davy, which is authorised and regulated in Ireland by the Central Bank of Ireland, is acting as nominated adviser and ESM Adviser to Petroceltic under the AIM Rules and the ESM Rules respectively and no one else in connection with the Merger and this announcement and will not be responsible to anyone other than Petroceltic for providing the protections afforded to clients of Davy nor for providing advice in relation to the Merger or this announcement or any matter referred to herein.

Overseas jurisdictions

The availability of the New Petroceltic Shares in, and the release, publication or distribution of this announcement in or into, jurisdictions other than the United Kingdom and Ireland may be restricted by law and therefore persons into whose possession this announcement comes who are not resident in the United Kingdom or Ireland should inform themselves about, and observe, any applicable restrictions. Melrose Shareholders and Petroceltic 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.

This announcement has been prepared for the purposes of complying with English law and the 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.

Notes to US investors

Shareholders in the United States should note that the Merger relates to the shares of an English company and is proposed to be made by means of a scheme of arrangement provided for under, and governed by, English law. Neither the proxy solicitation nor the tender offer rules under the US Securities Exchange Act of 1934, as amended, will apply to the Scheme. Moreover the Scheme will be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements of the US proxy solicitation rules and tender offer rules. Financial information included in the Scheme Circular and the Admission Document has been prepared in accordance with accounting standards applicable in the UK and Ireland and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

Melrose is organised under the laws of England and Petroceltic is organised under the laws of Ireland. All of the officers and directors of Melrose and Petroceltic are residents of countries other than the United States. It may not be possible to sue Melrose and Petroceltic in a non-US court for violations of US securities laws. It may be difficult to compel Melrose, Petroceltic and their respective affiliates to subject themselves to the jurisdiction and judgment of a US court.

Publication on website

Copies of this announcement and the Scheme Circular are available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on the Melrose website at www.melroseresources.com, up to and including the Effective Date.

For the avoidance of doubt, the content of the website referred to above is not incorporated into and does not form part of this announcement.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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