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Amerisur Resources - RESULTS: COURT MEETING & AMERISUR GENERAL MEETING

RNS Number : 5393X
Amerisur Resources PLC
19 December 2019
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

 

FOR IMMEDIATE RELEASE

19 December 2019

RECOMMENDED CASH ACQUISITION

of

AMERISUR RESOURCES PLC ("AMERISUR")

by

GEOPARK COLOMBIA S.A.S. ("GEOPARK COLOMBIA")

(a wholly owned subsidiary of GeoPark Limited ("GeoPark"))

RESULTS OF THE COURT MEETING AND AMERISUR GENERAL MEETING

On 15 November 2019, the boards of Amerisur and GeoPark announced that they had reached agreement on the terms of a recommended cash acquisition pursuant to which GeoPark Colombia, a wholly owned subsidiary of GeoPark, will acquire the entire issued and to be issued ordinary share capital of Amerisur (the "Transaction"). The Transaction is being implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") which requires the approval of the Scheme Shareholders and the sanction of the Court.

Amerisur and GeoPark are pleased to announce that at the Court Meeting and the Amerisur General Meeting held earlier today:

·      the Scheme was approved by the requisite majorities of Scheme Shareholders at the Court Meeting; and

·      the requisite majority of Amerisur Shareholders voted at the Amerisur General Meeting to pass the Special Resolution to implement the Scheme, including amendment of the Amerisur Articles.

 

Full details of the resolutions passed are set out in the notices of the Court Meeting and the Amerisur General Meeting contained in the scheme document published on 28 November 2019 in relation to the Transaction (the "Scheme Document").

 

The total number of Amerisur Shares in issue at the Voting Record Time was 1,215,467,768 ordinary shares of 0.1 pence each. As at the Voting Record Time, Amerisur held no ordinary shares in treasury and no shares were held by GeoPark Colombia, its nominees or any other members of its group. Therefore, the total voting rights in Amerisur as at the Voting Record Time were 1,215,467,768.

 

Voting Results of the Court Meeting

 

At the Court Meeting, a majority in number of Amerisur Shareholders, who voted (either in person or by proxy) and who together represented at least 75 per cent. by value of the votes cast, voted in favour of the resolution to approve the Scheme and accordingly, the resolution to approve the Scheme was duly passed on a poll vote.

 

Each Scheme Shareholder, present in person or by proxy, was entitled to one vote per Scheme Share held at the Voting Record Time.

 

The results of the poll at the Court Meeting were as follows:

 

No. of Scheme Shareholders who voted

% of Scheme Shareholders who voted

No. of Scheme Shares voted

% of Scheme Shares voted

No. of Scheme Shares voted as a % of Amerisur total issued share capital

FOR

268

81.95

688,507,995

93.29

56.65

AGAINST

59

18.05

49,540,154

6.71

4.07

TOTAL

327

100

738,048,149

100

60.72

 

Voting Results of the Amerisur General Meeting

 

At the Amerisur General Meeting, the Special Resolution to implement the Scheme was duly passed on a poll vote by the requisite majority.

 

Each Amerisur Shareholder, present in person or by proxy, was entitled to one vote per Amerisur Share held at the Voting Record Time.

 

The results of the poll at the Amerisur General Meeting were as follows:

 

Special Resolution

Number of Amerisur Shares voted

% of Amerisur Shares voted

FOR

696,994,995

93.55

AGAINST

48,042,856

6.45

WITHHELD*

44,238

N/A

TOTAL

745,037,851

100

*A vote withheld is not a vote in law and counts neither "For" nor "Against" the Special Resolution.

 

Effective Date and Timetable

 

Completion of the Transaction remains subject to the satisfaction or waiver of the remaining Conditions set out in the Scheme Document, including the Court sanctioning the Scheme at the Court Hearing which is scheduled for 14 January 2020.  

Subject to the Scheme receiving the sanction of the Court on that date and the delivery of the Court Order to the Registrar of Companies, the Scheme is expected to become Effective on 16 January 2020.

It is also expected that dealings in Amerisur Shares will be suspended with effect from 7.30 a.m. on 16 January 2020. The last day of dealing in, and for registration of transfers of, Amerisur Shares will therefore be 15 January 2020. If the Court sanctions the Scheme on 14 January 2020, the London Stock Exchange will be requested to cancel trading of Amerisur Shares on AIM. Such cancellation is expected to take effect from 7.00 a.m. on 17 January 2020.

The expected timetable of principal events for the implementation of the Scheme remains as set out on page 9 of the Scheme Document.  If any of the dates and/or times in the expected timetable change, the revised dates and/or times will be notified by announcement through a Regulatory Information Service.

General

Defined terms used but not defined in this announcement have the meaning given to them in the Scheme Document, a copy of which is available on Amerisur's website at https://www.amerisurresources.com/investor-centre.

All references in this announcement to times are to times in London (unless otherwise stated).

 

Enquiries:

 

Amerisur

Nathan Piper, Head of Business Development and Comms

Tel: +44 (0)330 333 8273

BMO Capital Markets (Lead Financial Adviser and Rule 3 Adviser to Amerisur)

Jeremy Low

Tom Hughes

Gary Mattan

Neil Elliot

 

Tel: +44 (0)207 236 1010

Stifel (Nomad, Joint Broker and Joint Financial Adviser to Amerisur)

Callum Stewart

Jason Grossman

Ashton Clanfield

 

Tel: +44 (0)207 710 7600

Investec (Joint Broker to Amerisur)

Chris Sim

Tejas Padalkar

Tel: +44 (0)207 597 4000

Arden Partners plc (Joint Broker to Amerisur)

Paul Shackleton

Dan Gee-Summons

Tel: +44 (0)207 614 5900

Camarco (PR Adviser to Amerisur)

Billy Clegg

Ollie Head

Tel: +44 (0)203 757 4983

GeoPark and GeoPark Colombia

Andrés Ocampo, Chief Financial Officer

Stacy Steimel, Shareholder Value Director

Tel: +54 11 4312 9400

Tel: +562 2242 9600

 

Rothschild & Co (Financial Adviser to GeoPark)

Roger Ader

James McEwen

Tel: +44 (0)20 7280 5000

 

Important Notices

 

BMO Capital Markets Limited ("BMO"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Amerisur and no one else in connection with the above and will not be responsible to anyone other than Amerisur for providing the protections offered to clients of BMO nor for providing advice in relation to the subject matter of this announcement or any other matters referred to in this announcement.

 

Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Amerisur and no one else in connection with the above and will not be responsible to anyone other than Amerisur for providing the protections offered to clients of Stifel nor for providing advice in relation to the subject matter of this announcement or any other matters referred to in this announcement.

 

Arden Partners plc ("Arden"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Amerisur and no one else in connection with the above and will not be responsible to anyone other than Amerisur for providing the protections offered to clients of Arden nor for providing advice in relation to the subject matter of this announcement or any other matters referred to in this announcement.

 

Investec Bank plc ("Investec"), which is authorised by the Prudential Regulation Authority and is regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Amerisur and no one else in connection with the Transaction and any other arrangements referred to in this announcement. Investec will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the Transaction and the other arrangements referred to in this announcement and will not be responsible to anyone other than Amerisur for providing the protections offered to clients of Investec nor for providing advice in relation to the subject matter of this announcement or any other matters referred to in this announcement.

 

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for GeoPark and no one else in connection with the Transaction and will not be responsible to anyone other than GeoPark for providing the protections offered to clients of Rothschild & Co nor for providing advice in relation to the subject matter of this announcement or any other matters referred to in this announcement.

 

Apart from the responsibilities and liabilities, if any, which may be imposed on BMO, Stifel, Arden, Investec and Rothschild & Co by the FSMA or the regulatory regime established thereunder, each of BMO, Stifel, Arden, Investec and Rothschild & Co does not make any representation express or implied in relation to, nor accepts any responsibility whatsoever for, the contents of this announcement, or any other statement made or purported to be made by it or on its behalf in connection with Amerisur, the Transaction or the other arrangements referred to in this announcement. Each of BMO, Stifel, Arden, Investec and Rothschild & Co (and their respective subsidiaries, branches and affiliates) accordingly, to the fullest extent permissible by law, disclaims all and any responsibility or liability (save for any statutory liability) whether arising in tort, contract or otherwise which it might have in respect of the contents of this announcement or any other statement made or purported to be made by it or on its behalf in connection with Amerisur or the Transaction or the other arrangements referred to in this announcement. Ashurst LLP and Rosenblatt Limited are retained as legal advisers to Amerisur. Norton Rose Fulbright LLP is retained as legal adviser to GeoPark and GeoPark Colombia.

 

 

Publication on a website

A copy of this announcement, any document incorporated by reference herein and, in the case of Amerisur only, the documents required to be published by Rule 26 of the Takeover Code and pursuant to Rule 26 of the AIM Rules for Companies will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on GeoPark's website at https://www.geo-park.com/en/index/ and Amerisur's website at www.amerisurresources.com/investor-centre by no later than 12 noon (London time) on the Business Day following the date of this announcement. For the avoidance of doubt, the content those websites are not incorporated into and do not form part of this document.

Request for Hard Copy

Amerisur Shareholders may request a hard copy of this announcement by contacting Link Asset Services on 0371 664 0321 or by submitting a request in writing to The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU or to [email protected]. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. - 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Link Asset Services cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. You may also request that all future documents, announcements and information to be sent to you in relation to the Transaction should be sent in hard copy form.

Important Information

If you are in any doubt about the Transaction or the contents of this announcement or what action you should take, you are recommended to seek your own personal financial, tax and legal advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent adviser in the relevant jurisdiction.


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
 
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