Result of Court Meeting and G

RNS Number : 9556I

Pan Andean Resources PLC

22 March 2010

 



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

22 March 2010

Pan Andean Resources plc

Result of Court Meeting and General Meeting

The Board of Pan Andean Resources plc ('Pan Andean' or the 'Company') are pleased to announce that at the Court Meeting and General Meeting of Pan Andean Shareholders held earlier today in connection with the recommended proposals relating to the acquisition of Pan Andean by Petrominerales Ltd. (including the demerger of the North American and Bolivian interests of the Company) all the resolutions proposed received the overwhelming support of shareholders.

At the Court Meeting a majority in number of Scheme Shareholders who voted either in person or by proxy and who together represented over 75 per cent. by value of the votes cast, voted in favour of the resolution to approve the Scheme.  The resolution was accordingly passed.   The voting results in relation to the Court Meeting are summarised below:

	Number of Scheme Shares voted	Percentage of Scheme Shares voted	Percentage of issued Scheme Shares	Number of Scheme Shareholders	Percentage of Scheme Shareholders
For	45,361,766	99.78%	35.53%	608	12.27%
Against	97,832	0.22%	0.08%	14	0.28%

At the General Meeting, each special resolution was passed unanimously on a show of hands.

Completion of the Proposals remains subject to the satisfaction or, if appropriate, waiver of the conditions set out in the Scheme Document sent to Pan Andean Shareholders on 26 February 2010 including, inter alia, the sanction of the Scheme by the Court. The expected timetable of principal events in connection with the Scheme is set out in the Appendix to this announcement.

Enquiries:

Pan Andean Resources	[phone]
John Teeling, Executive Chairman
Smith & Williamson Corporate Finance Limited	[phone]
Nominated Adviser - Nick Reeve/Martyn Fraser
Broking - Barrie Newton

Capitalised terms used in this announcement have the meanings given to them in the Scheme Document.

The distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful. This announcement has been prepared for the purposes of complying with English law, and the AIM Rules 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 any jurisdiction outside England.

Smith & Williamson Corporate Finance Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Pan Andean Resources plc in relation to the Proposals and is not acting for any other person in relation to such Proposals. Smith & Williamson Corporate Finance Limited will not be responsible to anyone other than Pan Andean Resources plc for providing the protections afforded to its clients nor for providing advice in relation to the Proposals or any other matter referred to in this announcement.

Appendix

The expected timetable of remaining principal events is:
Last day of dealings in Pan Andean Shares	12 April 2010
Scheme Record Time	6.00 p.m. on 12 April 2010
Court Hearing to approve and sanction the Scheme (including the Capital Reduction and the Demerger Reduction)	13 April 2010
Effective Date	13 April 2010
Date of registration of the Court Order with the Registrar of Companies	13 April 2010
Cancellation of admission to trading on AIM of Pan Andean Shares	14 April 2010
CREST accounts credited with cash consideration	27 April 2010
Latest date of dispatch of certificated Hydrocarbon Shares	27 April 2010
Latest date for dispatch of cheques	27 April 2010

 

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