Oil Quest Resources PLC
02 March 2006
For publication in the United Kingdom only. Not for release, publication or
distribution in or into any other jurisdiction including the United States,
Canada, Australia, South Africa, the Republic of Ireland or Japan.
Oil Quest Resources plc
Proposals relating to the acquisition of the EnCore Companies,
a placing of £17.5 million and change of name to EnCore Oil plc
On 7 February 2006, Oil Quest Resources plc ('Oil Quest' or the 'Company')
announced the terms of recommended offers to be made for the whole of the issued
share capital of EnCore Exploration and EnCore Petroleum and that it had signed
a conditional agreement to acquire the entire issued share capital of EnCore
Natural Resources and EnCore Oil and Gas. In conjunction with the Acquisitions,
the Company has raised £17.5 million (before expenses) through an institutional
placing and will change its name to EnCore Oil plc.
EGM
Oil Quest is pleased to announce that at the extraordinary general meeting of
the Company held today at 10.00 a.m. required to give effect to the Proposals,
all of the resolutions were duly passed.
Acquisitions
Oil Quest announces that as at 12.00 noon on 2 March 2006, the following valid
acceptances had been received in respect of the Offers:
Shares Per cent.
EEL 1,207,224 97.95
EPL ordinary shares 318,212 90.40
EPL preference shares 4,956,288 88.09
As a result, Oil Quest, having received acceptances in respect of shares
representing more than 88 per cent. of the shares in issue in each case,
announces that each of the Offers has been declared unconditional as to
acceptances.
The Company is satisfied that the DTI will not invoke its powers to revoke any
of the UK petroleum exploration or production licences held by Oil Quest, EnCore
Exploration or EnCore Petroleum or to require a subsequent change of control of
any of those companies pursuant to the terms of any such licences. Accordingly
the Company, the EnCore Directors and Westhouse have therefore decided to waive
the condition of the Offers relating to such powers.
The Offers will become wholly unconditional on Admission. The Offers will
remain open for a further 14 days until 16 March 2006.
The completion of the Transaction Agreement relating to the acquisitions of ENRL
and EOGL is now subject only to Admission.
Board
On Admission, the existing Oil Quest Directors will step down from the Board and
the EnCore Directors will be appointed to the Board. The new Board will be as
follows:
Michael Lynch Chairman
Alan Booth Chief Executive Officer
Eugene Whyms Chief Financial Officer
Graham Dore Exploration Director
Christine Wheeler Non-Executive Director
Name change
At the EGM, a resolution was passed to change the name of the Company to EnCore
Oil plc. The name change will take effect following Admission. It is
anticipated that this will occur on 3 March 2006 and dealing systems will be
updated with the new name and ticker, which will be 'EO.', with effect from 6
March 2006.
Admission to AIM
The Company has made application for 201,876,203 Ordinary Shares to be admitted
to AIM and it is expected that Admission will take place at 8.00 a.m. on 3 March
2006. The shares to be admitted are as follows:
Shares
Readmission of the existing ordinary shares 44,335,107
Placing Shares 112,000,000
Consideration Shares 45,541,096
Total shares to be admitted on 3 March 2006 201,876,203
Based on the closing price of the Ordinary Shares on 1 March 2006, the market
capitalisation of the Company will be approximately £68.6 million.
Subject to acceptances from the remaining EnCore Shareholders, up to 2,908,904
further ordinary shares may be issued under the Offers.
In addition, the Company has today allotted a further 100,000 shares at a price
of 15.625p. Application will be made for the new shares to be admitted to AIM
and it is expected that admission will take place on 8 March 2006.
Share Option Plan
A resolution was passed at the EGM to adopt, conditional upon Admission, the
EnCore Oil plc Share Option Plan 2006. As set out in the Admission Document
dated 7 February 2006, it is expected that the Company will grant options over
6,980,000 Ordinary Shares under the New Share Option Plan following Admission.
General
Terms used in this announcement shall have the meanings given to them in the
announcement made on 7 February 2006.
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.
The Offers in the United States are being made solely by the Company and neither
Westhouse nor any of its affiliates or related entities is making the Offers in
the United States.
No offer, invitation or inducement to acquire shares or other securities in the
Company or any other company is being made by this announcement. This
announcement is not an offer of securities for sale in the United States. Oil
Quest does not intend to register any part of the offering in the United States,
and securities may not be offered or sold in the United States absent
registration or an exemption from registration. In addition, Oil Quest does not
intend to make a public offering of securities in the United States, and any
such public offering would be made by means of a prospectus obtained from Oil
Quest containing detailed information about it, its management, and its
financial statements.
Certain statements contained in this announcement may constitute forward-looking
statements. Any such forward-looking statements involve risks, uncertainties
and other factors that may cause the actual results, performance or achievements
of the Group, or industry results, to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. These forward-looking statements speak only as of
the date of this announcement and there can be no assurance that the results and
events contemplated by such forward-looking statements will, in fact, occur.
The Company and the Directors expressly disclaim any obligation or undertaking
to release publicly any updates or revisions to any forward-looking statement
contained herein, save as required to comply with any legal or regulatory
obligations (including the AIM Rules), to reflect any change in the Company's
expectations with regard thereto or any change in events, conditions, or
circumstances on which any such statement is based.
This announcement has been approved by Westhouse for the purposes of section 21
of the Financial Services and Markets Act 2000 ('FSMA').
This announcement is not an invitation nor is it intended to be an inducement to
engage in investment activity for the purposes of section 21 of FSMA.
The Placing Shares have not been, and will not be, registered under the United
States Securities Act of 1933 as amended (the 'Securities Act') or qualified for
sale under the laws of any state of the United States or under the applicable
laws of any Canada, Australia, South Africa, the Republic of Ireland or Japan
and, subject to certain exceptions, may not be offered or sold in the United
States or to, or for the account or benefit of, US persons (as such term is
defined in Regulation S under the US Securities Act 1933 (as amended)) or to any
national or resident of Canada, Australia, South Africa, the Republic of Ireland
or Japan.
Westhouse Securities LLP, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting as nominated adviser and
broker to the Company in connection with the Proposals. Its responsibilities as
the Company's nominated adviser under the AIM rules are owed solely to the
London Stock Exchange and are not owed to the Company or to any Director or
Proposed Director or to any other person in respect of his decision to acquire
shares in the Company in reliance on any part of this document (without limiting
the statutory rights of any person to whom this document is issued). Westhouse
Securities LLP will not be offering advice and will not otherwise be responsible
to anyone other than the Company for providing the protections afforded to
customers of Westhouse Securities LLP or for providing advice in relation to the
contents of this document or any other matter.
Enquiries:
Oil Quest Resources plc 0117 957 3666
David Bramhill, Managing Director
EnCore 020 7224 4546
Alan Booth, Chief Executive Officer
Eugene Whyms, Chief Financial Officer
Westhouse Securities LLP 020 7601 6100
Tim Feather
Aquila Financial Limited [email protected]
Peter Reilly 020 7202 2601
Yvonne Fraser 020 7202 2609
This information is provided by RNS
The company news service from the London Stock Exchange 