Completion of the recommended acquisition of Encore Oil Plc by Premier oil plc

Monday, January 16, 2012
  • EnCore has been re-registered as a private company.
  • The EnCore Shares will cease to be admitted to trading on AIM at or about 8:00 a.m. on 17 January 2012.

Premier Oil announce that the Reduction Court Order has been delivered to the Registrar of Companies and the scheme of arrangement under Part 26 of the Companies Act 2006 to effect the proposed acquisition by Premier of the entire issued and to be issued share capital of EnCore Oil plc has therefore become effective.

In accordance with the terms of the Scheme, in respect of EnCore Shares for which no valid election under the Share Alternative has been made, EnCore Shareholders will receive consideration of 70 pence in cash for each EnCore Share.

Elections for New Premier Shares under the Share Alternative will be met in full. EnCore Shareholders who elected for the Share Alternative will receive New Premier Shares instead of some or all of the cash consideration, in accordance with their election. EnCore Shareholders shall receive 0.2067 of a New Premier Share for each EnCore Share. Accordingly, Premier will pay a total of £14,147,816.90 in cash to EnCore Shareholders and issue 60,931,514 New Premier Shares pursuant to the Share Alternative.

Fractions of New Premier Shares shall not be allotted or issued to holders of Scheme Shares pursuant to the Scheme. All fractional entitlements to which holders of Scheme Shares would have become entitled will be aggregated and sold by Premier's brokers in the market, and the net proceeds of sale shall be paid in cash pro rata to the Scheme Shareholders entitled thereto. However, individual entitlements of less than £5 will be retained for the benefit of Premier.

Settlement of New Premier Shares through CREST is expected to take place on 17 January 2012. Despatch of cheques in respect of cash consideration or settlement of cash consideration through CREST (as appropriate) and statements of entitlements to or share certificates in relation to New Premier Shares (as appropriate) will take place no later than 30 January 2012. Settlement of the cash consideration whether by cheque or through CREST will also include cash in respect of any fractional entitlements.

The EnCore Shares will cease to be admitted to trading on AIM at or about 8:00 a.m. on 17 January 2012.

The 60,931,514 New Premier Shares allotted and issued pursuant to the Share Alternative will be admitted to listing on the Official List of the UK Listing Authority with a premium listing, and to trading on the London Stock Exchange's main market for listed securities with effect from 8.00 a.m. on 17 January 2012.

This article is for information and discussion purposes only and does not form a recommendation to invest or otherwise. The value of an investment may fall. The investments referred to in this article may not be suitable for all investors, and if in doubt, an investor should seek advice from a qualified investment adviser. More

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