Posting of Scheme Document

RNS Number : 9782I

Island Oil and Gas PLC

23 March 2010

 

23 March 2010

Not for release, publication or distribution, in whole or in part, in, into or from the United States or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction                                

Recommended Acquisition of Island Oil & Gas plc by San Leon Energy plc

to be effected by means of a Scheme of Arrangement

Posting of Scheme Document

On 25 February 2010, the boards of Island Oil & Gas plc ("Island") and San Leon Energy plc ("San Leon") announced that they had agreed the terms of a recommended share for share acquisition. The Acquisition is for the entire issued and to be issued share capital of Island and will be implemented by San Leon by means of a scheme of arrangement, in accordance with Section 201 of the Companies Act, 1963. The Scheme requires the approval of the Island Shareholders and the sanction of the Court.

The board of Island is pleased to announce that the Scheme Document, which sets out, amongst other things, the full terms and conditions of the Scheme and an explanatory statement of the Scheme as required by Section 201 of the Companies Act, 1963, together with an explanation of the action to be taken by Island Shareholders, is being posted to Island Shareholders today. Notices convening the Court Meeting and the Extraordinary General Meeting which are to be held at the Burlington Hotel, Upper Leeson Street, Dublin 4, Ireland on 15 April 2010 at 9.30 a.m. and 10.00 a.m. respectively (or as soon thereafter as the Court Meeting is concluded or adjourned), respectively, are contained in the Scheme Document. Subject to the satisfaction or waiver of the conditions to the Scheme, it is currently expected that the Scheme will become effective in accordance with its terms on 17 May 2010. If any of the expected dates in the timetable to implement the Scheme change, Island will give notice of the change by issuing an announcement through a Regulatory Information Service.

A copy of the Scheme Document will be available for inspection during normal business hours on any Business Day at the offices of Island, 27 Lower Mount Street, Dublin 2. Pursuant to AIM Rule 20 and AIM Rule 26, the Scheme Document will also be available on the Island website at www.islandoilandgas.com. 

Unless the context otherwise requires, terms defined in the announcement dated 23 March 2010 have the same meaning as in this announcement.

Enquiries

Island Oil & Gas plc Bryan Benitz, Chairman Paul Griffiths, Director	[phone]
San Leon Energy plc Oisín Fanning, Chairman Philip Thompson, Chief Executive Officer	[phone]
Davy Corporate Finance (Financial adviser to Island) Anthony Farrell	[phone]
Arbuthnot Securities (Financial adviser to San Leon) Nick Tulloch / Alasdair Younie / Andrew Fairclough	[phone]
College Hill Nick Elwes	[phone]

Davy Corporate Finance, which is authorised and regulated in Ireland by the Financial Regulator, is acting for Island and no one else in relation to the Acquisition and the Scheme and will not be responsible to anyone other than Island for providing the protections afforded to clients of Davy Corporate Finance nor for providing advice in relation to the Acquisition and the Scheme or any other matter referred to herein.

Arbuthnot Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority is acting exclusively for San Leon and is acting for no one else in connection with the Acquisition and the Scheme and will not be responsible to anyone other than San Leon for providing the protections afforded to clients of Arbuthnot Securities Limited or for providing advice in relation to the Acquisition and the Scheme or any other matter referred to herein.

This announcement is not intended to, and does not, constitute an offer or an invitation to purchase or subscribe for any securities or the solicitation of an offer to purchase any securities, pursuant to the Acquisition or otherwise. Any response in relation to the Acquisition should be made only on the basis of the information in the Scheme Document or any document by which the Acquisition and Scheme are implemented. Shareholders are advised to read the Scheme Document when it becomes available because it will contain important information relating to the Acquisition and the Scheme.

The distribution of this announcement in jurisdictions in or into certain jurisdictions may be restricted by the laws of those jurisdictions. Accordingly, copies of this announcement and all other documents relating to the Acquisition and/or the Scheme are not being, and must not be, released, published, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may constitute a violation of the securities laws of any such jurisdiction.

Any response in relation to the Acquisition or the Scheme should be made only on the basis of the information contained in the Scheme Document or any document by which the Acquisition and the Scheme are made.

DEALING DISCLOSURE REQUIREMENT

Under the provisions of Rule 8.3 of the Takeover Rules, if any person is, or becomes, "interested" in 1 per cent. or more of any class of "relevant securities" of Island or San Leon all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm on the business day following the date of the relevant transaction. This requirement will continue until the date on which the Acquisition and the Scheme become effective in accordance with their terms or lapse or on which the Offer Period otherwise ends. If two or more persons cooperate on the basis of any agreement either express or tacit, either oral or written, to acquire an interest in "relevant securities" of either of Island or San Leon, they will be deemed to be a single person for the purpose of Rule 8.3 of the Takeover Rules.

Under the provisions of Rule 8.1 of the Takeover Rules, all "dealings" in "relevant securities" of Island or San Leon by Island or San Leon, or by any of their respective "associates", must be disclosed by no later than 12.00 noon on the business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, can be found on the Irish Takeover Panel's website at www.irishtakeoverpanel.ie.

"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person

will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Takeover Rules, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.

The Island Directors accept responsibility for the information contained in this announcement, except for the information for which responsibility is taken by the San Leon Directors. To the best of the knowledge and belief of the Island Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

The San Leon Directors accept responsibility for the information contained in this announcement relating to San Leon, the directors of San Leon, related trusts and any persons connected with them. To the best of the knowledge and belief of the San Leon Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

 

END

 

 

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