Publication of Prospectus and change of name

RNS Number : 3810S

Vallares PLC

18 November 2011

 



VALLARES PLC ("Vallares" or the "Company")

18 November 2011

For immediate release

Publication of Prospectus and
Change of name to Genel Energy plc

Vallares PLC is pleased to announce that its merger with Genel Energy International Ltd ("Genel") which was announced on 7 September 2011, is expected to complete at 8.00 a.m. on Monday, 21 November 2011.

Vallares has today published a prospectus in respect of the issue of new Voting Ordinary Shares in connection with the acquisition (the "Prospectus").  Completion of that acquisition is now unconditional save only for Admission (as defined below).

The Company is also pleased to announce that its proposed change of name was overwhelmingly approved by shareholders at a general meeting held earlier today, and will become effective at the same time as Admission, following which the Company will be called Genel Energy plc and will trade using the ticker symbol GENL.

The Prospectus sets out extensive details of Genel and its subsidiaries' (the "Genel Group") assets, operations and plans for future growth in the Kurdistan Region of Iraq, a region estimated by the US Geological Survey to hold as yet undiscovered hydrocarbons of approximately 40 billion barrels of oil and 60 trillion cubic feet of gas.

The Genel Group's net oil production for the first three quarters of 2011 was 41,000 barrels a day, it has interests in six exploration licences in the Kurdistan Region and estimated working interest reserves and resources of 1.4 billion barrels of oil equivalent, including proved and probable working interest reserves of 356 million barrels of oil equivalent.

Commenting on the transaction, Tony Hayward, Chief Executive Officer of the Company, said:

"We are delighted that the acquisition of Genel will complete on Monday. The Genel Group is the largest oil producer in the Kurdistan Region of Iraq, and we are excited about the prospect of further developing the business in one of the last great oil and gas frontiers.

Since announcing the intended merger in September, we are more positive than ever about combining the businesses. The Genel Group has excellent producing assets, an exciting exploration portfolio and a highly experienced team. Our aim is to build a regional E&P champion with our new colleagues from Genel and this merger marks an important milestone in achieving our ambitions."

On completion of the acquisition of Genel, Vallares will issue a total of 130,632,522 New Vallares Ordinary Shares, comprising 55,985,366 New Vallares Voting Ordinary Shares and 74,647,156 New Vallares Suspended Voting Ordinary Shares.

Applications have been made to the Financial Services Authority for 55,985,366 New Vallares Voting Ordinary Shares to be admitted to the standard listing segment of the Official List and to the London Stock Exchange for 55,985,366 New Vallares Voting Ordinary Shares to be admitted to trading on the London Stock Exchange's main market for listed securities (together, "Admission").  It is expected that Admission will become effective, and that dealings will commence, at 8.00 a.m. on Monday, 21 November 2011.  On 7 September 2011, the Company announced that trading in its ordinary shares on the main market of the London Stock Exchange had been temporarily suspended.  Following discussions with the Financial Services Authority, the Company expects trading in its Voting Ordinary Shares will be restored at the same time as Admission.

Following the completion of the acquisition of Genel, the total number of Ordinary Shares in issue will be 261,265,044 (of which 186,617,888 will be Voting Ordinary Shares and 74,647,156 will be Suspended Voting Ordinary Shares).  Accordingly, for the purposes of the Disclosure and Transparency Rules, the total voting rights figure of 186,617,888 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the voting rights of the Company, under the Disclosure and Transparency Rules.

The Prospectus can be viewed on the Company's website www.vallares.je.  In accordance with the Listing Rules a copy of the Prospectus and the special business resolution passed at the general meeting have been submitted to the National Storage Mechanism and will shortly be available for inspection at www.Hemscott.com/nsm.do.  Printed copies of the Prospectus will also be available from the Company's registered office.

Capitalised terms not otherwise defined in this announcement have the meanings given to them in the Prospectus. 

Vallares will publish its interim results for the period ended 30 September 2011 on 30 November 2011.

For further information, please contact:

Vallares:

Julian Metherell, Chief Financial Officer [phone]

Natalie Fortescue, Investor Relations [phone]

Finsbury:

Edward Simpkins [phone]

Jenny Davey [phone]

This announcement has been issued by and is the sole responsibility of the Company. 

This announcement is an advertisement and not a prospectus and you should not subscribe for or purchase any shares referred to in this announcement except on the basis of information in the Prospectus published by Vallares in connection with Admission as more particularly described in the Prospectus.  Copies of the Prospectus are available for inspection at the Company's registered office at 12 Castle Street, St. Helier, Jersey JE2 3RT. 

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. 

 

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