Exchange of Founder Shares

RNS Number : 9049V

Genel Energy PLC

20 January 2012

 



Genel Energy plc

20 January 2012

Genel Energy plc

Exchange of Founder Shares

Genel Energy plc, the largest oil producer in the Kurdistan Region of Iraq, announces that the Founders, as described in the prospectus published by the Company on 18 November 2011, have served notice that they are exercising their rights to exchange all of their B Shares in in the Company's subsidiary, Vallares Holding Company Limited ("Founder Shares") for Ordinary Shares in Genel Energy plc.

As a result the Company will issue 18,713,154 ordinary shares equivalent to a combined total of 6.67% of the fully diluted ordinary share capital of the Company (assuming vesting and issue of shares under all outstanding options) to the Founders. The Founder Share arrangements were previously described in full in the Prospectus published by the Company on 18 November 2011 and the Vallares Prospectus published on 17 June 2011.

The Founders are bound by lock-in arrangements which prevent them from selling the shares until 21 November 2012. 

The shares were allocated to the Founders in return for their initial capital commitment of £100 million to the Company and as an incentive to source a suitable acquisition. The investment was risk capital and the Founders stood to suffer a loss of up to £20m if a successful acquisition had not been executed.

The Founder Shares were capable of exchange for Ordinary Shares up to and including the last business day of the sixth month following the month in which a suitable acquisition completed.  The all share reverse takeover by the Company of Genel Energy International was announced on 7 September 2011, two months after the IPO of Vallares and it completed in November.

For further information, please contact:

Genel Energy plc:                                                            [phone]                                         

Julian Metherell, Chief Financial Officer

Natalie Fortescue, Investor Relations

RLM Finsbury:                                                                   [phone]

Ed Simpkins

Jenny Davey

Notes on voting rights

A total of 18,713,154 new Voting Ordinary Shares will be allotted and issued to the Founders in order to satisfy this exchange. In addition, as a result of the Exchange, 8,019,923 Voting Ordinary Shares will arise on the conversion of 8,019,923 Suspended Voting Ordinary Shares in accordance with their terms.

Applications will be made to the UK Listing Authority for 18,713,154 new Voting Ordinary Shares to be admitted to the standard listing segment of the Official List of the UK Listing Authority and to London Stock Exchange plc for 18,713,154 new Voting Ordinary Shares to be admitted to trading on the London Stock Exchange's main market for listed securities (the "Exchange Admission").  It is expected that the Exchange Admission will become effective, and that dealings in such shares will commence, at 8.00 a.m. on or around 25 January 2012.

Applications will be made to the UK Listing Authority for 8,019,923 new Voting Ordinary Shares to be admitted to the standard listing segment of the Official List of the UK Listing Authority and to London Stock Exchange plc for 8,019,923 new Voting Ordinary Shares to be admitted to trading on the London Stock Exchange's main market for listed securities (the "Conversion Admission").  It is expected that the Conversion Admission will become effective, and that dealings in such shares will commence, at 8.00 a.m. on or around 25 January 2012.

Following the Exchange Admission on 25 January 2012 and Conversion Admission on 25 January 2012 the total number of Ordinary Shares will be 279,978,198 (of which 213,350,965 will be Voting Ordinary Shares and 66,627,233 will be Suspended Voting Ordinary Shares).

This announcement does not constitute or form part of any offer or invitation to purchase, otherwise acquire, issue, subscribe for, sell or otherwise dispose of any securities, nor any solicitation of any offer to purchase, otherwise acquire, issue, subscribe for, sell or otherwise dispose of, any securities.

The securities of the Company referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States unless they are registered with the U.S. Securities and Exchange Commission or an exemption from the registration requirements of the Securities Act is available.

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions.

 

END

 

 

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