Rockhopper Exploration ehemals FALKLAND OIL & GAS +++ 270% mit Öl (Seite 23)
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A full technical review of FOGL's Southern licences will be completed following the Merger with an expectation that the Southern portfolio will be rationalised. Rockhopper has attributed no value to the Southern licences as part of the Merger
Unverhofft kommt oft.
Erstaunlich, dass Rockhopper sich DAS antut.
Nun muss man die Sachlage nochmal neu bewerten.
Erstaunlich, dass Rockhopper sich DAS antut.
Nun muss man die Sachlage nochmal neu bewerten.
Antwort auf Beitrag Nr.: 51.160.656 von Andrija am 24.11.15 10:04:41Inwiefern?
Antwort auf Beitrag Nr.: 51.160.167 von ooy am 24.11.15 09:25:07Unglaublich
Antwort auf Beitrag Nr.: 51.160.056 von 24littlehours am 24.11.15 09:15:09Meinungen dazu? Hoert sich logisch an, oder?
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24 Nov 2015
Recommended all-share merger
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE IT WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
RECOMMENDED ALL-SHARE MERGER
OF
ROCKHOPPER EXPLORATION PLC ("ROCKHOPPER")
AND
FALKLAND OIL AND GAS LIMITED ("FOGL")
(to be effected by means of a scheme of arrangement under
Part IV of the Companies Act 1948)
The boards of Rockhopper and FOGL are pleased to announce that they have reached agreement on the terms of a recommended all-share merger (the "Merger") to be effected by means of a Court-sanctioned scheme of arrangement under Part IV of the Companies Act 1948, being the legislation applicable in the Falkland Islands where FOGL is incorporated (the "Scheme").
The boards of Rockhopper and FOGL believe that a combination of the Rockhopper and FOGL groups (together, the "Combined Group") represents a compelling opportunity for shareholders of both companies to benefit from the significant value opportunity arising from the combination of their highly complementary portfolios. Specifically, the Combined Group is expected to:
be the largest North Falkland Islands licence and discovered resource holder with a material working interest in all key licences;
have enhanced prospects of progressing the Sea Lion project through final investment decision;
have greater exposure to exploration and appraisal upside potential; and
benefit from enhanced scale and capabilities creating value in the current market environment.
Pursuant to the Merger, which will be subject to the Conditions and further terms set out below and in Appendix 1 and to the full terms and conditions which will be set out in the Scheme Document, Scheme Shareholders will receive:
for each FOGL Share 0.2993 Rockhopper Consideration Shares
On the date on which the Merger becomes effective (the "Effective Date"), the current shareholders of Rockhopper ("Rockhopper Shareholders") will own approximately 65 per cent of the Combined Group's issued share capital and FOGL Shareholders will own approximately 35 per cent.
Based on the closing price of a Rockhopper Share on 23 November 2015 (being the last practicable date prior to the date of this announcement) of 35.75 pence, the Merger values the entire issued and to be issued share capital of FOGL at approximately £57.1 million, and each FOGL Share at 10.70 pence.
This represents an 11 per cent premium to FOGL's closing share price of 9.60 pence on 23 November 2015 (being the last practicable date prior to the date of this announcement).
Following implementation of the Merger, the existing management team of Rockhopper will remain the same with Tim Bushell (Chief Executive Officer of FOGL) and John Martin (Chairman of FOGL) joining the board of Rockhopper as Non-Executive Directors. Colin More will be retained as an advisor to the Combined Group.
The Merger requires approval by FOGL Shareholders in connection with the Scheme and approval by Rockhopper Shareholders in connection with the allotment of the Rockhopper Consideration Shares. Further details are contained in the full text of this announcement.
The FOGL Directors, who have been advised by RBC Capital Markets as to the financial terms of the Merger, consider the terms of the Merger to be fair and reasonable. In providing its advice to the FOGL Directors, RBC Capital Markets has taken into account the commercial assessments of the FOGL Directors.
Accordingly, the FOGL Directors intend unanimously to recommend that FOGL Shareholders vote in favour of the Scheme at the meeting of Scheme Shareholders for the purpose of approving the Scheme (the "Court Meeting") and other resolutions to be proposed at the extraordinary general meeting of FOGL Shareholders which is to be convened in connection with the Scheme (the "FOGL General Meeting").
The FOGL Directors and certain FOGL Shareholders have undertaken irrevocably to approve the necessary resolutions in respect of their entire beneficial holdings in FOGL, which, in aggregate, amount to 50,390,798 FOGL Shares, representing approximately 9.44 per cent of the existing share capital of FOGL in issue on 23 November 2015 (being the last practicable date prior to this announcement). The irrevocable undertakings given by the FOGL Directors will cease to be binding only if the Scheme (or Merger Offer, if applicable) lapses or is withdrawn and remain binding if a higher competing offer for FOGL is made. The irrevocable undertakings given by the relevant FOGL Shareholders will cease to be binding only if the Scheme (or Merger Offer, if applicable) lapses or is withdrawn or if a competing offer for FOGL is made which represents, in the reasonable opinion of Canaccord, in excess of a 10 per cent improvement on the value of the consideration offered to FOGL Shareholders pursuant to the terms of the Merger.
In connection with the consent required from the Rockhopper Shareholders to issue approximately 159,684,687 new Rockhopper Shares in connection with the Merger, the Rockhopper Directors intend to convene a general meeting of the Rockhopper Shareholders (the "Rockhopper General Meeting"). A notice convening the Rockhopper General Meeting is anticipated to be despatched to existing Rockhopper Shareholders on or around 27 November 2015 and the Rockhopper General Meeting is anticipated to be held on or around 14 December 2015.
The Rockhopper Directors intend unanimously to recommend that Rockhopper Shareholders vote in favour of the resolution to be proposed at the Rockhopper General Meeting. The Rockhopper Directors have undertaken irrevocably to vote in favour of the resolution to be proposed at the Rockhopper General Meeting in respect of their entire beneficial holdings in Rockhopper, which, in aggregate, amount to 3,630,048 Rockhopper Shares, representing approximately 1.22 per cent of the existing share capital of Rockhopper in issue on 23 November 2015 (being the last practicable date prior to this announcement).
Commenting on the Merger, Pierre Jungels, Chairman of Rockhopper said:
"This transaction enhances Rockhopper's position in the Falkland Islands, with the largest regional acreage position and most discovered resources, coupled with a strong balance sheet. By combining Rockhopper and FOGL, we shall create a more coherent licence ownership structure in the North Falkland Basin, driven by a technically accomplished organisation with a strong exploration and appraisal track record, well positioned to access the opportunities in this emerging hydrocarbon province. The Rockhopper Board believes this Merger will also add further momentum to the on-going work to progress the development of discovered resources in the area towards commerciality."
Commenting on the Merger, John Martin, Chairman of FOGL said:
"FOGL has built a significant portfolio of discovered resources in the Falkland Islands region despite the challenging market conditions. The enhanced scale, capabilities and financial position of the merged FOGL and Rockhopper entity will provide FOGL Shareholders with a platform from which to bring these quality resources into development. As a result, the FOGL Board intends unanimously to recommend that FOGL Shareholders accept the proposed transaction."
As FOGL is incorporated in and has its registered office in the Falkland Islands, the Takeover Code does not apply to the Merger and FOGL Shareholders should note that the Takeover Panel does not have responsibility for ensuring that the Merger complies with the provisions of the Takeover Code. Rockhopper and FOGL have entered into a Co-operation Agreement to ensure that key aspects of the Merger, relating to timing, process and transaction certainty for each party, are appropriately provided for. Further details are contained in the full text of this announcement.
This summary should be read in conjunction with the full text of this announcement (including all its appendices). Appendix 1 to this announcement contains the conditions to, and certain further terms of, the Merger. Appendix 2 to this announcement contains further details of the sources of information and bases of calculations set out in this announcement. Appendix 3 contains a summary of the irrevocable undertakings given by the FOGL Directors, certain FOGL Shareholders and the Rockhopper Directors. Appendix 4 contains definitions of certain expressions used in this summary and in this announcement.
A copy of this announcement will be made available, free of charge, on FOGL's website at www.fogl.com and Rockhopper's website at www.rockhopperexploration.co.uk as soon as reasonably practicable following the release of this announcement. Neither the content of any website referred to in this announcement nor the content of any website accessible from hyperlinks on FOGL or Rockhopper's website (or any other website) is incorporated into, or forms part of, this announcement.
Enquiries
Rockhopper Exploration plc
Sam Moody, Chief Executive
Stewart MacDonald, Chief Financial Officer
Fiona MacAulay, Chief Operating Officer
via Vigo Communications +44 (0) 20 7016 9571
Canaccord Genuity Limited, NOMAD, broker and financial adviser to Rockhopper
Henry Fitzgerald-O’Connor
Manuel Santiago
Wei Loon Yap
+44 (0)20 7523 8000
Liberum Capital Limited, joint broker to Rockhopper
Clayton Bush
Neil Elliot
+44 (0)20 3100 2227
Vigo Communications, PR adviser to Rockhopper
Peter Reilly
Patrick d'Ancona
+44 (0)20 7016 9571 / 9573
Falkland Oil and Gas Limited
Tim Bushell, Chief Executive Officer
+44 (0)20 7563 1260
RBC Europe Limited (trading as RBC Capital Markets), NOMAD, financial adviser and joint broker to FOGL
Matthew Coakes
Andrew Congleton
Mark Rushton
Roland Symonds
+44 (0)20 7653 4000
Numis Securities Limited, joint broker to FOGL
John Prior
Ben Stoop
Paul Gillam
+44 (0)20 7260 1000
FTI Consulting, PR adviser to FOGL
Ed Westropp
George Parker
+44 (0)20 3727 1000
24 Nov 2015 Recommended all-share merger (486KB PDF)
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You are here: Home / Media / Press Releases
Press Releases
24 Nov 2015
Recommended all-share merger
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE IT WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
RECOMMENDED ALL-SHARE MERGER
OF
ROCKHOPPER EXPLORATION PLC ("ROCKHOPPER")
AND
FALKLAND OIL AND GAS LIMITED ("FOGL")
(to be effected by means of a scheme of arrangement under
Part IV of the Companies Act 1948)
The boards of Rockhopper and FOGL are pleased to announce that they have reached agreement on the terms of a recommended all-share merger (the "Merger") to be effected by means of a Court-sanctioned scheme of arrangement under Part IV of the Companies Act 1948, being the legislation applicable in the Falkland Islands where FOGL is incorporated (the "Scheme").
The boards of Rockhopper and FOGL believe that a combination of the Rockhopper and FOGL groups (together, the "Combined Group") represents a compelling opportunity for shareholders of both companies to benefit from the significant value opportunity arising from the combination of their highly complementary portfolios. Specifically, the Combined Group is expected to:
be the largest North Falkland Islands licence and discovered resource holder with a material working interest in all key licences;
have enhanced prospects of progressing the Sea Lion project through final investment decision;
have greater exposure to exploration and appraisal upside potential; and
benefit from enhanced scale and capabilities creating value in the current market environment.
Pursuant to the Merger, which will be subject to the Conditions and further terms set out below and in Appendix 1 and to the full terms and conditions which will be set out in the Scheme Document, Scheme Shareholders will receive:
for each FOGL Share 0.2993 Rockhopper Consideration Shares
On the date on which the Merger becomes effective (the "Effective Date"), the current shareholders of Rockhopper ("Rockhopper Shareholders") will own approximately 65 per cent of the Combined Group's issued share capital and FOGL Shareholders will own approximately 35 per cent.
Based on the closing price of a Rockhopper Share on 23 November 2015 (being the last practicable date prior to the date of this announcement) of 35.75 pence, the Merger values the entire issued and to be issued share capital of FOGL at approximately £57.1 million, and each FOGL Share at 10.70 pence.
This represents an 11 per cent premium to FOGL's closing share price of 9.60 pence on 23 November 2015 (being the last practicable date prior to the date of this announcement).
Following implementation of the Merger, the existing management team of Rockhopper will remain the same with Tim Bushell (Chief Executive Officer of FOGL) and John Martin (Chairman of FOGL) joining the board of Rockhopper as Non-Executive Directors. Colin More will be retained as an advisor to the Combined Group.
The Merger requires approval by FOGL Shareholders in connection with the Scheme and approval by Rockhopper Shareholders in connection with the allotment of the Rockhopper Consideration Shares. Further details are contained in the full text of this announcement.
The FOGL Directors, who have been advised by RBC Capital Markets as to the financial terms of the Merger, consider the terms of the Merger to be fair and reasonable. In providing its advice to the FOGL Directors, RBC Capital Markets has taken into account the commercial assessments of the FOGL Directors.
Accordingly, the FOGL Directors intend unanimously to recommend that FOGL Shareholders vote in favour of the Scheme at the meeting of Scheme Shareholders for the purpose of approving the Scheme (the "Court Meeting") and other resolutions to be proposed at the extraordinary general meeting of FOGL Shareholders which is to be convened in connection with the Scheme (the "FOGL General Meeting").
The FOGL Directors and certain FOGL Shareholders have undertaken irrevocably to approve the necessary resolutions in respect of their entire beneficial holdings in FOGL, which, in aggregate, amount to 50,390,798 FOGL Shares, representing approximately 9.44 per cent of the existing share capital of FOGL in issue on 23 November 2015 (being the last practicable date prior to this announcement). The irrevocable undertakings given by the FOGL Directors will cease to be binding only if the Scheme (or Merger Offer, if applicable) lapses or is withdrawn and remain binding if a higher competing offer for FOGL is made. The irrevocable undertakings given by the relevant FOGL Shareholders will cease to be binding only if the Scheme (or Merger Offer, if applicable) lapses or is withdrawn or if a competing offer for FOGL is made which represents, in the reasonable opinion of Canaccord, in excess of a 10 per cent improvement on the value of the consideration offered to FOGL Shareholders pursuant to the terms of the Merger.
In connection with the consent required from the Rockhopper Shareholders to issue approximately 159,684,687 new Rockhopper Shares in connection with the Merger, the Rockhopper Directors intend to convene a general meeting of the Rockhopper Shareholders (the "Rockhopper General Meeting"). A notice convening the Rockhopper General Meeting is anticipated to be despatched to existing Rockhopper Shareholders on or around 27 November 2015 and the Rockhopper General Meeting is anticipated to be held on or around 14 December 2015.
The Rockhopper Directors intend unanimously to recommend that Rockhopper Shareholders vote in favour of the resolution to be proposed at the Rockhopper General Meeting. The Rockhopper Directors have undertaken irrevocably to vote in favour of the resolution to be proposed at the Rockhopper General Meeting in respect of their entire beneficial holdings in Rockhopper, which, in aggregate, amount to 3,630,048 Rockhopper Shares, representing approximately 1.22 per cent of the existing share capital of Rockhopper in issue on 23 November 2015 (being the last practicable date prior to this announcement).
Commenting on the Merger, Pierre Jungels, Chairman of Rockhopper said:
"This transaction enhances Rockhopper's position in the Falkland Islands, with the largest regional acreage position and most discovered resources, coupled with a strong balance sheet. By combining Rockhopper and FOGL, we shall create a more coherent licence ownership structure in the North Falkland Basin, driven by a technically accomplished organisation with a strong exploration and appraisal track record, well positioned to access the opportunities in this emerging hydrocarbon province. The Rockhopper Board believes this Merger will also add further momentum to the on-going work to progress the development of discovered resources in the area towards commerciality."
Commenting on the Merger, John Martin, Chairman of FOGL said:
"FOGL has built a significant portfolio of discovered resources in the Falkland Islands region despite the challenging market conditions. The enhanced scale, capabilities and financial position of the merged FOGL and Rockhopper entity will provide FOGL Shareholders with a platform from which to bring these quality resources into development. As a result, the FOGL Board intends unanimously to recommend that FOGL Shareholders accept the proposed transaction."
As FOGL is incorporated in and has its registered office in the Falkland Islands, the Takeover Code does not apply to the Merger and FOGL Shareholders should note that the Takeover Panel does not have responsibility for ensuring that the Merger complies with the provisions of the Takeover Code. Rockhopper and FOGL have entered into a Co-operation Agreement to ensure that key aspects of the Merger, relating to timing, process and transaction certainty for each party, are appropriately provided for. Further details are contained in the full text of this announcement.
This summary should be read in conjunction with the full text of this announcement (including all its appendices). Appendix 1 to this announcement contains the conditions to, and certain further terms of, the Merger. Appendix 2 to this announcement contains further details of the sources of information and bases of calculations set out in this announcement. Appendix 3 contains a summary of the irrevocable undertakings given by the FOGL Directors, certain FOGL Shareholders and the Rockhopper Directors. Appendix 4 contains definitions of certain expressions used in this summary and in this announcement.
A copy of this announcement will be made available, free of charge, on FOGL's website at www.fogl.com and Rockhopper's website at www.rockhopperexploration.co.uk as soon as reasonably practicable following the release of this announcement. Neither the content of any website referred to in this announcement nor the content of any website accessible from hyperlinks on FOGL or Rockhopper's website (or any other website) is incorporated into, or forms part of, this announcement.
Enquiries
Rockhopper Exploration plc
Sam Moody, Chief Executive
Stewart MacDonald, Chief Financial Officer
Fiona MacAulay, Chief Operating Officer
via Vigo Communications +44 (0) 20 7016 9571
Canaccord Genuity Limited, NOMAD, broker and financial adviser to Rockhopper
Henry Fitzgerald-O’Connor
Manuel Santiago
Wei Loon Yap
+44 (0)20 7523 8000
Liberum Capital Limited, joint broker to Rockhopper
Clayton Bush
Neil Elliot
+44 (0)20 3100 2227
Vigo Communications, PR adviser to Rockhopper
Peter Reilly
Patrick d'Ancona
+44 (0)20 7016 9571 / 9573
Falkland Oil and Gas Limited
Tim Bushell, Chief Executive Officer
+44 (0)20 7563 1260
RBC Europe Limited (trading as RBC Capital Markets), NOMAD, financial adviser and joint broker to FOGL
Matthew Coakes
Andrew Congleton
Mark Rushton
Roland Symonds
+44 (0)20 7653 4000
Numis Securities Limited, joint broker to FOGL
John Prior
Ben Stoop
Paul Gillam
+44 (0)20 7260 1000
FTI Consulting, PR adviser to FOGL
Ed Westropp
George Parker
+44 (0)20 3727 1000
24 Nov 2015 Recommended all-share merger (486KB PDF)
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Antwort auf Beitrag Nr.: 51.152.454 von Andrija am 23.11.15 11:38:30Bei uns nicht wirklich, naja, vielleicht kommts ja noch...
Antwort auf Beitrag Nr.: 51.151.932 von ooy am 23.11.15 10:31:30Macht er doch heute.
Antwort auf Beitrag Nr.: 51.151.869 von Andrija am 23.11.15 10:25:19Muesste der Kurs nicht ansteigen, oder sehe ich da was falsch?
Falklands' oil industry re-spuds Isobel Deep reservoir, the last well of this year's round
Falkland Oil and Gas Limited, FOGL, one of several international companies involved in the Falklands' oil industry, announced on Monday that the 14/20 Isobel 2 well was spudded by Premier Oil as operator on Saturday, 21 November.
The well is located on licence PL004a, in which FOGL has a 40% working interest, and lies approximately 4 km away from the 14/20-1 Isobel Deep oil discovery. The well will target the Isobel Deep reservoir and is a re-drill of the 14/20-1 well drilled earlier this year, which failed to reach Total Depth owing to operational issues.
The well will test the F3 fan systems, which are mapped as entering the basin from the south east margin and comprise a sequence of stacked reservoirs. In addition to Isobel Deep, the well will also penetrate four other fans within the complex, comprising: Elaine South, Isobel, Doreen and Irene.
The Elaine/Isobel fan complex, based on the operator’s estimates, has multiple reservoir targets and gross, mean un-risked resources of 400 million barrels of oil. The well is estimated to be completed in January 2016. FOFL is fully carried through the costs of this well by Premier Oil and Rockhopper Exploration.
“I am very pleased to announce the spud of Isobel 2, the final well in our 2015 exploration drilling program. Finding oil in the original Isobel Deep well was very encouraging and the Isobel 2 well location will further evaluate this discovery“ commented Tim Bushell, FOGL CEO.
He added that the well location also allows to explore four other fans and hence, provides an opportunity ”to assess the significant oil resource that may exist within the Isobel/Elaine complex.”
FOGL has extensive license areas to the North, South and East of the Falklands Islands.
http://en.mercopress.com/2015/11/23/falklands-oil-industry-r…
Falkland Oil and Gas Limited, FOGL, one of several international companies involved in the Falklands' oil industry, announced on Monday that the 14/20 Isobel 2 well was spudded by Premier Oil as operator on Saturday, 21 November.
The well is located on licence PL004a, in which FOGL has a 40% working interest, and lies approximately 4 km away from the 14/20-1 Isobel Deep oil discovery. The well will target the Isobel Deep reservoir and is a re-drill of the 14/20-1 well drilled earlier this year, which failed to reach Total Depth owing to operational issues.
The well will test the F3 fan systems, which are mapped as entering the basin from the south east margin and comprise a sequence of stacked reservoirs. In addition to Isobel Deep, the well will also penetrate four other fans within the complex, comprising: Elaine South, Isobel, Doreen and Irene.
The Elaine/Isobel fan complex, based on the operator’s estimates, has multiple reservoir targets and gross, mean un-risked resources of 400 million barrels of oil. The well is estimated to be completed in January 2016. FOFL is fully carried through the costs of this well by Premier Oil and Rockhopper Exploration.
“I am very pleased to announce the spud of Isobel 2, the final well in our 2015 exploration drilling program. Finding oil in the original Isobel Deep well was very encouraging and the Isobel 2 well location will further evaluate this discovery“ commented Tim Bushell, FOGL CEO.
He added that the well location also allows to explore four other fans and hence, provides an opportunity ”to assess the significant oil resource that may exist within the Isobel/Elaine complex.”
FOGL has extensive license areas to the North, South and East of the Falklands Islands.
http://en.mercopress.com/2015/11/23/falklands-oil-industry-r…
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