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Press release from Marketwire

Ithaca Energy Inc.: Result of Court Meeting and General Meeting

Wednesday, April 03, 2013

Ithaca Energy Inc.: Result of Court Meeting and General Meeting

09:36 EDT Wednesday, April 03, 2013

ABERDEEN, SCOTLAND--(Marketwired - April 03, 2013) - Ithaca Energy Inc. (TSX VENTURE: IAE)

(LSE: IAE)

TSX-V:IAENOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN,INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE AVIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION 2 April 2013RECOMMENDED ACQUISITION OF VALIANT PETROLEUM PLC BY ITHACA ENERGY HOLDINGS (UK) LIMITED (A WHOLLY-OWNED SUBSIDIARY OF ITHACA ENERGY INC.) Result of Court Meeting and General MeetingThe Board of Directors of Valiant Petroleum plc ("Valiant") is pleasedto announce that, at the Court Meeting held earlier today, ValiantShareholders voted by the requisite majority to approve the Scheme toimplement the recommended acquisition of the entire issued and to beissued share capital of Valiant by Ithaca Energy Holdings (UK) Limited,a wholly-owned subsidiary of Ithaca Energy Inc. ("Ithaca"). Inaddition, the special resolution proposed at the subsequent GeneralMeeting was duly passed.Upon the Scheme becoming effective, Scheme Shareholders will receive307 pence in cash and 1.33 Ithaca Consideration Shares for each ValiantShare held.Court MeetingAt the Court Meeting, a poll was conducted on the resolution proposedand the results are detailed below: Number of Percentage Number of Percentage Number of Scheme of Scheme Scheme of Scheme Scheme Shares Shareholders Shareholders Shares Shares voted as a who voted who voted voted voted percentage of issued share capitalFor 72 97.30% 22,362,142 99.98% 54.61%Against 2 2.70% 5,244 0.02% 0.02%Total 74 100.00% 22,367,386 100.00% 54.63%General MeetingAt the General Meeting, a poll was conducted on the special resolutionproposed and the results are detailed below: Number of Valiant Shares Percentage of Valiant Shares voted votedFor 19,214,694 99.97%Against 5,244 0.03%Vote Nil Nilwithheld-Total 19,219,938 100.00%- A vote withheld is not a vote in law and accordingly is not countedin the calculation of the proportion of votes for and against thespecial resolution.Next stepsThe hearing of the application by the Court to sanction the Scheme andto confirm the related Reduction of Capital is expected to take placeon 18 April 2013. Subject to the Court sanctioning the Scheme and thesatisfaction of the Conditions, it is expected that the Scheme willbecome effective on 19 April 2013 (the "Effective Date").If the Scheme becomes effective on 19 April 2013, it will be binding onall Valiant Shareholders, whether or not they attended or voted infavour of the Scheme and the special resolution at the Meetings. Thelatest date for despatch of share certificates in respect of the IthacaConsideration Shares to be issued pursuant to the Scheme will be 3 May2013.Trading of the Valiant Shares on AIM will be suspended from 7.30 a.m.on 18 April 2013. Application has been made to the London StockExchange for the cancellation of admission of the Valiant Shares totrading on AIM, with effect from 7.00 a.m. on the Effective Date. Priorto the Effective Date, Ithaca will make an application to the LondonStock Exchange for the Ithaca Consideration Shares to be admitted totrading on AIM, with effect from 8.00 a.m. on 22 April 2013.Ithaca has received approval from the Toronto Stock Exchange to listthe Ithaca Consideration Shares conditional upon Ithaca fulfilling allroutine listing requirements of the Toronto Stock Exchange.Defined terms used but not defined in this announcement have themeanings set out in the Scheme Document dated 12 March 2013.Enquiries:ValiantKevin Lyon, Non-Executive Chairman +44(0)1483 755 666Michael Bonte-Friedheim,Acting Chief Executive Officerand Non-Executive DirectorMark Lewis, Chief Financial OfficerNick Ingrassia, Investor RelationsMorgan Stanley & Co. Limited (Financial Adviser to Valiant)Ian Hart +44(0)20 7425 8000Andrew FosterBrunswick Group (Public Relations Adviser to Valiant)Patrick Handley +44(0)20 7404 5959Oriel Securities Limited (Nominated Adviser and JointBroker to Valiant)Michael Shaw +44(0)20 7710 7600Jefferies International Limited (Joint Broker to Valiant)Chris Zeal +44(0)20 7029 8000Graham HertrichIthacaIain McKendrick, Chief Executive Officer +44(0)1224 650 261Graham Forbes, Chief Financial Officer +44(0)1224 652 151Cenkos Securities plc (Financial Adviser, Nominated Adviser and Brokerto Ithaca)Jon Fitzpatrick +44(0)207 397 8900Neil McDonald +44(0)131 220 6939Joe Nally (Corporate Broking) +44(0)207 397 8900FTI Consulting (Public Relations Adviser to Ithaca)Billy Clegg +44(0)207 269 7157Edward Westropp +44(0)207 269 7230Georgia Mann +44(0) 207269 7212Morgan Stanley & Co. Limited, which is authorised and regulated by theFinancial Conduct Authority, is acting for Valiant and no-one else inconnection with the Acquisition and will not be responsible to anyoneother than Valiant for providing the protections afforded to clients ofMorgan Stanley & Co. Limited or for providing advice in relation to theAcquisition. Neither Morgan Stanley & Co. Limited nor any of itssubsidiaries, branches or affiliates owes or accepts any duty,liability or responsibility whatsoever (whether direct or indirect,whether in contract, in tort, under statute or otherwise) to any personwho is not a client of Morgan Stanley & Co. Limited in connection withthis announcement, any statement contained herein or otherwise.Oriel Securities Limited, which is authorised and regulated by theFinancial Conduct Authority, is acting for Valiant and no-one else inconnection with the Acquisition and will not be responsible to anyoneother than Valiant for providing the protections afforded to clients ofOriel Securities Limited nor for providing advice in relation to theAcquisition. Neither Oriel Securities Limited nor any of itssubsidiaries, branches or affiliates owes or accepts any duty,liability or responsibility whatsoever (whether direct or indirect,whether in contract, in tort, under statute or otherwise) to any personwho is not a client of Oriel Securities Limited in connection with thisannouncement, any statement contained herein or otherwise.Jefferies International Limited, which is authorised and regulated bythe Financial Conduct Authority, is acting for Valiant and no-one elsein connection with the Acquisition and will not be responsible toanyone other than Valiant for providing the protections afforded toclients of Jefferies International Limited or for providing advice inrelation to the Acquisition. Neither Jefferies International Limitednor any of its subsidiaries, branches or affiliates owes or accepts anyduty, liability or responsibility whatsoever (whether direct orindirect, whether in contract, in tort, under statute or otherwise) toany person who is not a client of Jefferies International Limited inconnection with this announcement, any statement contained herein orotherwise.Cenkos Securities plc, which is authorised and regulated by theFinancial Conduct Authority, is acting for Ithaca and Ithaca Bidco andno-one else in connection with the Acquisition and will not beresponsible to anyone other than Ithaca and Ithaca Bidco for providingthe protections afforded to clients of Cenkos Securities plc nor forproviding advice in relation to the Acquisition. Neither CenkosSecurities plc nor any of its subsidiaries, branches or affiliates owesor accepts any duty, liability or responsibility whatsoever (whetherdirect or indirect, whether in contract, in tort, under statute orotherwise) to any person who is not a client of Cenkos Securities plcin connection with this announcement, any statement contained herein orotherwise. In addition, in accordance with, and to the extent permittedby, the Code, normal UK market practice and section 14(e) of, andRegulation 14E under, the US Securities Exchange Act of 1934, asamended (the "Exchange Act") subject to the exemptions provided by Rule14d-1 under the Exchange Act, Cenkos Securities plc will continue toact as an exempt principal trader in Valiant Shares and Ithaca Shareson the London Stock Exchange and engage in certain other purchasingactivities consistent with its respective normal and usual practice andapplicable law.Scotia Capital Inc., which is authorised and regulated by the FinancialConduct Authority, is acting for Ithaca and Ithaca Bidco and no-oneelse in connection with the Acquisition and will not be responsible toanyone other than Ithaca and Ithaca Bidco for providing the protectionsafforded to clients of Scotia Capital Inc. nor for providing advice inrelation to the Acquisition. Neither Scotia Capital Inc. nor any of itssubsidiaries, branches or affiliates owes or accepts any duty,liability or responsibility whatsoever (whether direct or indirect,whether in contract, in tort, under statute or otherwise) to any personwho is not a client of Scotia Capital Inc. in connection with thisannouncement, any statement contained herein or otherwise.This announcement is for information purposes only and does notconstitute an offer to sell or an invitation to purchase or subscribefor any securities or the solicitation of an offer to buy anysecurities in any jurisdiction, pursuant to the Acquisition orotherwise, nor shall there be any sale, issue or transfer of thesecurities referred to in this announcement in any jurisdiction incontravention of applicable law. The Acquisition will be made solely bymeans of the Scheme Document which contains the full terms andconditions of the Acquisition.This announcement has been prepared for the purpose of complying withEnglish law and the Code and the information disclosed may not be thesame as that which would have been disclosed if this announcement hadbeen prepared in accordance with the laws of jurisdictions outside theUnited Kingdom.Valiant Shareholders may request a hard copy of this announcement bycontacting Valiant's registrars, Capita, at The Registry, 34 BeckenhamRoad, Beckenham, Kent BR3 4TU, or by telephoning during business hourson 0871 664 0321 (from within the UK) or +44 20 8639 3399 (from outsidethe UK). You will not receive a hard copy of this announcement unlessyou so request. It is important to note that unless you make such arequest, a hard copy of this announcement and information incorporatedby reference in this announcement will not be sent to you. You may alsorequest that all future documents, announcements and information to besent to you in relation to the Acquisition are in hard copy form.The availability of the Ithaca Consideration Shares in, and therelease, publication or distribution of this announcement in or into,jurisdictions other than the United Kingdom may be restricted by lawand therefore persons into whose possession this announcement comes whoare not resident in the United Kingdom should inform themselves about,and observe, any applicable restrictions. Valiant Shareholders who arein any doubt regarding such matters should consult an appropriateindependent adviser in the relevant jurisdiction without delay. Anyfailure to comply with such restrictions may constitute a violation ofthe laws of any such jurisdiction.The Acquisition relates to the shares of an English company (a "foreignprivate issuer" as defined under Rule 3b-4 under the Exchange Act) andis proposed to be made by means of a scheme of arrangement provided forunder, and governed by, English law. Neither the proxy solicitationrules nor the tender offer rules under the Exchange Act will apply tothe Scheme. Accordingly, the Ithaca Consideration Shares to be issuedpursuant to the Scheme have not been and will not be registered underthe US Securities Act of 1933, as amended (the "Securities Act") orunder the relevant securities laws of any state or territory or otherjurisdiction of the United States, but are expected to be offered inthe United States in reliance upon the exemption from the registrationrequirements of the Securities Act provided by section 3(a)(10) thereofand exemptions provided under the laws of each state of the UnitedStates in which eligible Valiant Shareholders may reside.None of the securities referred to in this announcement have beenapproved or disapproved by the US Securities and Exchange Commission,any state securities commission in the United States or any other USregulatory authority, nor have such authorities passed upon ordetermined the adequacy or accuracy of this announcement. Anyrepresentation to the contrary is a criminal offence in the UnitedStates. This announcement does not constitute an offer to sell, or thesolicitation of any offer to buy, any Ithaca Consideration Shares inany jurisdiction in which such an offer or solicitation would beunlawful.Valiant is incorporated under the laws of England and Wales, IthacaBidco is incorporated under the laws of Scotland, and Ithaca isincorporated under the laws of Alberta, Canada. Some or all of theofficers and directors of Valiant, Ithaca Bidco and Ithaca may beresidents of countries other than the United States. It may not bepossible to sue Valiant, Ithaca Bidco and Ithaca in a non-US court forviolations of US securities laws. It may be difficult to compelValiant, Ithaca Bidco, Ithaca and their respective affiliates tosubject themselves to the jurisdiction and judgment of a US court.In accordance with normal UK practice and pursuant to Rule 14e-5(b) ofthe Exchange Act, Ithaca Bidco or its nominees, or its brokers (actingas agents), may from time to time make certain purchases of, orarrangements to purchase, Valiant Shares outside of the United States,other than pursuant to the Acquisition, until the Scheme becomesEffective or the Scheme lapses or is otherwise withdrawn. Thesepurchases may occur either in the open market at prevailing prices orin private transactions at negotiated prices. Any information aboutsuch purchases will be disclosed as required in the UK, will bereported to the Regulatory Information Service of the London StockExchange and will be available on the London Stock Exchange website atwww.londonstockexchange.com/exchange/news/market-news/market-news-home.html. This information will also be publicly disclosedin the United States to the extent that such information is made publicin the United Kingdom.The Ithaca Consideration Shares to be issued pursuant to the Schemehave not been and will not be registered under the relevant securitieslaws of the Kingdom of Denmark, the Faroe Islands or Japan and therelevant clearances have not been, and will not be, obtained from thesecurities commission or similar regulatory authority of any provinceor territory of Canada or Australia. Accordingly, the IthacaConsideration Shares are not being, and may not be, offered, sold,resold, delivered or distributed, directly or indirectly in or intoCanada, Australia or Japan or any other jurisdiction if to do so wouldconstitute a violation of relevant laws of, or require registrationthereof in, such jurisdiction (except pursuant to an exemption, ifavailable, from any applicable registration or prospectus requirementsand otherwise in compliance with all applicable laws). No prospectus inrelation to the Ithaca Consideration Shares has been, or will be,lodged or filed with, or registered by, the securities commission orsimilar regulatory authority of any province or territory of Canada orthe Australian Securities and Investments Commission.The Ithaca Consideration Shares to be issued pursuant to the Schemewill be issued in reliance upon exemptions from the prospectusrequirements of securities legislation in each province and territoryof Canada. Subject to certain disclosure and regulatory requirementsand to customary restrictions applicable to distributions of sharesthat constitute "control distributions", Ithaca Consideration Sharesmay be resold in each province and territory in Canada, subject incertain circumstances, to the usual conditions that no unusual efforthas been made to prepare the market or to create demand, noextraordinary commission or consideration is paid and, if the sellingshareholder is an insider or officer of Ithaca, such shareholder has noreasonable grounds to believe that Ithaca is in default of securitieslegislation.A copy of this announcement will be made available, free of chargesubject to certain restrictions relating to persons resident inRestricted Jurisdictions, at www.valiant-petroleum.com andwww.ithacaenergy.com.Neither the content of any website referred to in this announcement northe content of any website accessible from hyperlinks on Ithaca orValiant's website (or any other website) is incorporated into, or formspart of, this announcement. This information is provided by RNS The company news service from the London Stock ExchangeEND

FOR FURTHER INFORMATION PLEASE CONTACT:

Contact Information:
RNS
Customer
Services
0044-207797-4400
rns@londonstockexchange.com
http://www.rns.com

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